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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, DC 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):
September 22, 2026
| |
|
|
| 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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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.
Resignation of Principal Financial Officer
On September 22, 2026, Gianluca Fuggetta, Senior
Vice President of Finance, principal financial officer, and principal accounting officer of Gain Therapeutics, Inc. (the “Company”),
notified the Company of his intention to resign from his positions with the Company, with such resignation to be effective September 30,
2026, in order to pursue other opportunities.
Appointment of Interim Chief Financial Officer
On September 24, 2026, the Company’s board
of directors appointed Gene Mack, the Company’s current President and Chief Executive Officer, to serve as the Company’s interim
Chief Financial Officer, effective as of October 1, 2026. In connection with this appointment, Mr. Mack will continue in his roles as
President and Chief Executive Officer and will assume the duties of the Company’s principal financial officer and principal accounting
officer until his successor is appointed or until his earlier resignation or removal, and until such time as a permanent replacement is
named. The Company is engaged in an ongoing search for a permanent replacement to serve as its principal financial officer and principal
accounting officer.
Mr. Mack’s biographical information is set
forth in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 26, 2026, and is incorporated
by reference herein. The compensatory and other material terms of Mr. Mack’s employment with the Company will remain unchanged in
connection with the foregoing.
There are no arrangements or understandings between
Mr. Mack and any other persons pursuant to which Mr. Mack was selected as the Company’s interim Chief Financial Officer. Mr. Mack
does not have any family relationship with any of the Company’s other directors or executive officers or any persons nominated or
chosen by the Company to be a director or executive officer. Mr. Mack does not have any direct or indirect interest in any transaction
or proposed transaction required to be reported under Item 404(a) of Regulation S-K.
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. |
|
| |
|
| By: |
/s/ Gene Mack |
|
| Name: |
Gene Mack |
|
| Title: |
Chief Executive Officer |
|
Date: September 28, 2026
