Gain Therapeutics Insider Award: 15k Stock Options to Director

Rhea-AI Filing Summary

Gain Therapeutics, Inc. (GANX) – Director equity award filing.

On 06/24/2025 director Dr. Dov A. Goldstein filed a Form 4 disclosing the receipt of a stock option for 15,000 common shares at an exercise price of $1.79 per share. The option vests in 12 equal monthly installments beginning 07/24/2025, contingent on the director’s continued service, and carries a 10-year term expiring 06/24/2035.

No common shares were bought or sold; the only reportable event is the option grant. After the transaction, Dr. Goldstein holds 15,000 derivative securities, all in direct ownership form. The filing does not reference any Rule 10b5-1 plan, open-market purchase, or disposition, and there is no indication of additional indirect holdings.

The award appears to be routine director compensation designed to align incentives rather than a signal of a major strategic development. The relatively small size versus GANX’s share count limits any dilution or immediate valuation impact, but it modestly increases insider exposure to the company’s equity performance.

Positive

• Alignment of interests: A 15,000-share option grant incentivises the director to create shareholder value without immediate cash cost to the company.

Negative

• Minor potential dilution: If exercised, the option adds 15,000 shares to the float, though impact is immaterial at current share count.

Insights

Securities Analyst

TL;DR: Routine option grant; immaterial to valuation, mildly positive for alignment.

The $1.79 strike sits near recent trading levels, giving the director leverage only if the stock appreciates. With just 15,000 options, dilution is negligible, and no cash has changed hands. Such grants are common and usually signal continued board engagement rather than a view on near-term fundamentals. Investors should monitor subsequent insider open-market activity for stronger conviction signals.

Corporate Governance Expert

TL;DR: Standard incentive package; governance-neutral, aligns interests at low cost.

This award follows best-practice cadence—monthly vesting over one year encourages sustained oversight while avoiding immediate windfalls. The ten-year term is typical, and disclosure is timely. Because no 10b5-1 plan was checked, any future exercise or sale will remain subject to normal insider-trading constraints, preserving transparency. Overall, governance impact is neutral but directionally positive for alignment.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider GOLDSTEIN DOV A MD

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (right to buy)	15,000	$0.00	--

Holdings After Transaction: Stock Option (right to buy) — 15,000 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

GOLDSTEIN DOV A MD

(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/ Dov A. Goldstein	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

What did GANX insider Dov A. Goldstein report in the latest Form 4?

He received a stock option for 15,000 shares at a $1.79 strike price on 06/24/2025.

When do the new GANX options granted to Dr. Goldstein vest?

They vest in 12 equal monthly installments starting 07/24/2025, fully vesting by 06/24/2026.

What is the expiration date of the GANX director's stock options?

The options expire on 06/24/2035, giving a 10-year exercise window.

Did the Form 4 indicate any shares were bought or sold in the open market?

No. The filing only discloses an option grant; no common shares were purchased or disposed.

Does this Form 4 filing reference a Rule 10b5-1 trading plan?

No, the checkbox for transactions under Rule 10b5-1 was not selected.