[Form 4] Gain Therapeutics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Key take-away: On 06/24/2025 Gain Therapeutics, Inc. (GANX) filed a Form 4 disclosing that director Claude Nicaise received a stock option covering 15,000 shares of common stock at an exercise price of $1.79 per share, expiring on 06/24/2035.

The option was awarded, not exercised, and therefore does not immediately affect the public float. Vesting occurs in 12 equal monthly tranches starting 07/24/2025, contingent on Mr. Nicaise’s continued service. After the grant, the director directly holds 15,000 derivative securities; no non-derivative holdings or sales were reported.

This represents routine equity compensation aimed at further aligning board incentives with shareholder interests. No cash changed hands and no other material transactions were disclosed in this filing.

Positive

• Alignment of interests: Granting stock options encourages the director to focus on share-price appreciation.
• Minimal dilution: Only 15,000 shares are subject to the option, limiting future share count impact.

Negative

• Potential dilution: If exercised, the option will increase the share count by 15,000.

Insights

Securities Analyst

TL;DR Routine option grant to director; negligible dilution and no immediate cash impact—overall neutral for shareholders.

The Form 4 documents a standard equity incentive: 15,000 options at $1.79, vesting monthly over one year. Because the transaction is a grant, not an exercise, there is no share issuance or insider buying/selling today. Should options be exercised later, dilution is limited to the granted amount. No signalling effect (e.g., bullish buying) is present, so the market impact should be minimal.

Corporate Governance Expert

TL;DR Grant aligns director incentives with shareholders; structure and size are standard—governance neutral.

Monthly vesting ensures continued engagement while avoiding large single-date cliffs. The 10-year term and at-the-money strike adhere to common practice. No 10b5-1 plan was indicated, suggesting the grant was made outside a pre-arranged trading program but still within normal compensation policy. Overall, governance risk remains unchanged.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nicaise Claude

(Last) (First) (Middle)

C/O GAIN THERAPEUTICS, INC.

4800 MONTGOMERY LANE, SUITE 220

(Street)

BETHESDA MD 20814

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Gain Therapeutics, Inc. [ GANX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$1.79	06/24/2025		A		15,000		(1)	06/24/2035	Common Stock	15,000	$0.00	15,000	D

Explanation of Responses:

1. The option vests in 12 equal monthly installments commencing on July 24, 2025, subject to the Reporting Person's continuous service through the applicable vesting date.

	/s/ Claude Nicaise	06/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

When were the GANX options granted to Claude Nicaise?

06/24/2025, as reported on Form 4.

How many Gain Therapeutics shares are covered by the new option?

The option covers 15,000 common shares.

What is the exercise price of the granted GANX option?

The exercise price is $1.79 per share.

When does the option granted to Claude Nicaise start vesting?

Vesting begins on 07/24/2025 and occurs in 12 equal monthly installments.

What is the expiration date of the GANX director option?

The option expires on 06/24/2035.

Did the Form 4 report any insider sales of GANX stock?

No. The filing only reported an option grant; no purchases or sales of common shares were disclosed.