Gain Therapeutics (GANX) director Eric Richman steps down, board cut to seven

Rhea-AI Filing Summary

Gain Therapeutics, Inc. reported a change in its Board of Directors. On October 6, 2025, director Eric Richman resigned from the Board effective immediately. The company states that his resignation was not due to any disagreement with Gain Therapeutics regarding its operations, policies, or practices. On October 7, 2025, in connection with his departure, the company reduced the size of the Board from eight to seven members, reflecting the vacancy without appointing a replacement.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

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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): October 6, 2025

Gain Therapeutics, Inc.

(Exact Name of the Registrant as Specified in 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))

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

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

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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

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. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 6, 2025, Eric Richman notified Gain Therapeutics, Inc. (the “Company”) that he was resigning from the Company’s Board of Directors (the “Board”), effective immediately.  Mr. Richman’s resignation was not as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. 

On October 7, 2025, in connection with Mr. Richman’s resignation, the size of the Board was reduced from eight to seven.

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: October 9, 2025	By:	/s/ Gene Mack
	Name:	Gene Mack
	Title:	Chief Executive Officer

FAQ

What board change did Gain Therapeutics (GANX) disclose in this 8-K?

Gain Therapeutics reported that Eric Richman resigned from its Board of Directors effective October 6, 2025, and the Board size was reduced from eight to seven members on October 7, 2025.

Did Eric Richman resign from Gain Therapeutics (GANX) over a disagreement?

No. The company states that Mr. Richman’s resignation was not as a result of any disagreement with Gain Therapeutics on matters related to operations, policies, or practices.

How did Gain Therapeutics (GANX) adjust its board size after the resignation?

Following Mr. Richman’s resignation, Gain Therapeutics reduced the size of its Board from eight to seven members on October 7, 2025.

What is the role of Gene Mack in this Gain Therapeutics (GANX) filing?

The report is signed by Gene Mack, who is identified as the company’s Chief Executive Officer.

What stock exchange lists Gain Therapeutics (GANX) common stock?

Gain Therapeutics’ common stock, par value $0.0001 per share, trades under the symbol GANX on The NASDAQ Stock Market LLC.

Is Gain Therapeutics (GANX) identified as an emerging growth company?

Yes. Gain Therapeutics indicates that it is an emerging growth company under applicable SEC rules.