[8-K] Gain Therapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

Gain Therapeutics (GANX) held its Annual Meeting on June 24, 2025, where stockholders approved several key proposals. Most significantly, shareholders approved doubling the company's authorized common stock from 50 million to 100 million shares, with 16.3M votes in favor versus 2.2M against.

The meeting also resulted in the following outcomes:

• All eight director nominees were successfully elected to one-year terms, with Gene Mack, Dov Goldstein, and Gwen Melincoff receiving the highest approval rates
• Ernst & Young AG's appointment as independent auditor was ratified with strong support (18M votes in favor)
• A contingency measure for meeting adjournment was approved with 17.9M supporting votes

The company, an emerging growth company listed on Nasdaq, filed the Certificate of Amendment with Delaware's Secretary of State to formally implement the authorized share increase. This expansion of authorized shares could provide additional flexibility for future capital raising or strategic transactions.

Positive

• Shareholders strongly approved doubling authorized shares from 50M to 100M with 16.3M votes in favor (87.8% approval), providing significant flexibility for future capital raising or strategic transactions
• High shareholder confidence demonstrated in management with all 8 directors receiving strong majority approval (most receiving over 90% of votes cast)
• Strong shareholder support for Ernst & Young AG as auditor with 97.2% approval (18M votes in favor)

Negative

• The doubling of authorized shares could lead to significant dilution for existing shareholders if new shares are issued
• Notable opposition to certain board members with Eric I. Richman receiving relatively high withhold votes (18.3% of votes cast)
• Hans Peter Hasler faced meaningful opposition with 977,417 withhold votes (9.7% of votes cast)

false --12-31 0001819411 0001819411 2025-06-24 2025-06-24 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 24, 2025

GAIN THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40237		85-1726310
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4800 Montgomery Lane, Suite 220

Bethesda, Maryland 20814

(Address of principal executive offices) (Zip Code)

(301) 500-1556

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001	GANX	The Nasdaq Stock Market LLC

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On June 24, 2025, Gain Therapeutics, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company’s common stock from 50,000,000 shares to 100,000,000 shares. The increase in the number of authorized shares was approved by a majority of the votes cast at its annual meeting, as described in Item 5.07 below.

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed with this report as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 24, 2025, the Company held its annual meeting of stockholders (the “Annual Meeting”), at which a quorum was present. The matters voted on at the Annual Meeting were: (1) the election of eight directors, (2) the ratification of the appointment of Ernst & Young AG as the Company’s independent registered public accounting firm, (3) the approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase its authorized shares of common stock from 50,000,000 to 100,000,000, and (4) the approval of the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event there are insufficient votes for, or otherwise in connection with, the approval of Proposal 3. The final voting results were as follows:

1. The election of Gene Mack, Dov Goldstein, M.D., Hans Peter Hasler, Khalid Islam, Ph.D., Gwen Melincoff, Claude Nicaise, M.D., Eric I. Richman, and Jeffrey Riley as directors to hold office for a term of one year, until their successors are duly elected and qualified or they are otherwise unable to complete their respective terms. The votes were cast for this matter were as follows:

Nominee		For		Withheld		Broker Non-Votes
Gene Mack		10,078,460		48,900		8,426,391
Dov Goldstein, M.D.		10,079,460		47,900		8,426,391
Hans Peter Hasler		9,149,943		977,417		8,426,391
Khalid Islam, Ph.D.		10,008,790		118,570		8,426,391
Gwen Melincoff		10,078,460		48,900		8,426,391
Claude Nicaise, M.D.		10,077,860		49,500		8,426,391
Eric I. Richman		8,273,363		1,853,997		8,426,391
Jeffrey Riley		9,997,154		130,206		8,426,391

2. The proposal to ratify the appointment of Ernst & Young AG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was approved based upon the following votes:

For		Against		Abstain
18,033,714		475,364		44,671

3. The proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase its authorized shares of common stock from 50,000,000 to 100,000,000 was approved based upon the following votes:

For		Against		Abstain
16,302,195		2,239,298		12,258

4. The proposal to approve the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event there are insufficient votes for, or otherwise in connection with, the approval of Proposal 3 was approved based upon the following votes:

For		Against		Abstain
17,926,433		607,272		20,043

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

3.1		Certificate of Amendment of Amended and Restated Certificate of Incorporation of Gain Therapeutics, Inc., filed with the Secretary of State of the State of Delaware on June 24, 2025.
104		Cover Page Interactive Data File (embedded within Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GAIN THERAPEUTICS, INC.
Date: June 24, 2025	By:	/s/ Gene Mack
	Name:	Gene Mack
	Title:	Chief Executive Officer

FAQ

What major change did GANX approve at its June 2025 annual meeting?

At its June 24, 2025 annual meeting, GANX shareholders approved an amendment to increase the company's authorized shares of common stock from 50,000,000 to 100,000,000 shares. The amendment was approved with 16,302,195 votes in favor, 2,239,298 against, and 12,258 abstaining.

Who are the directors elected to GANX's board in June 2025?

Eight directors were elected to GANX's board: Gene Mack, Dov Goldstein M.D., Hans Peter Hasler, Khalid Islam Ph.D., Gwen Melincoff, Claude Nicaise M.D., Eric I. Richman, and Jeffrey Riley. Each director will serve a one-year term. Gene Mack received 10,078,460 votes in favor, while Eric I. Richman received the lowest support with 8,273,363 votes.

Who is GANX's auditor for fiscal year 2025?

Shareholders ratified Ernst & Young AG as GANX's independent registered public accounting firm for the fiscal year ending December 31, 2025. The appointment was approved with 18,033,714 votes in favor, 475,364 against, and 44,671 abstaining.

What was the voting outcome for GANX's share authorization increase?

The proposal to increase GANX's authorized shares was approved with 16,302,195 votes (87.8%) in favor, 2,239,298 votes (12.1%) against, and 12,258 votes (0.1%) abstaining. This amendment doubles the authorized common stock from 50 million to 100 million shares.