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

Rhea-AI Filing Summary

Gain Therapeutics, Inc. (GANX) filed a Form 4 disclosing the award of a stock option to director Khalid Islam on 06/24/2025. The option covers 15,000 shares of common stock at an exercise price of $1.79 per share and expires on 06/24/2035. According to the filing, the grant will vest in 12 equal monthly installments beginning 07/24/2025, contingent upon Mr. Islam’s continued service with the company. Following the grant, Mr. Islam beneficially owns 15,000 derivative securities directly. No non-derivative share transactions were reported.

The filing is routine and reflects a standard equity-based compensation mechanism used to align director incentives with shareholder interests. No changes to ownership structure, sales of shares, or additional material financial data were included.

Positive

• Equity-based compensation aligns director incentives with shareholder value creation, as options only gain value if GANX shares appreciate.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director option grant; neutral impact, aligns incentives without immediate dilution.

The 15,000-share option grant to Director Khalid Islam is modest for a micro-cap biotech and follows common governance practice. With a 10-year term and strike of $1.79—presumably near market price—the award creates potential upside for the director without cash outlay by the company today. Vesting over 12 months ties retention to near-term milestones but does not materially alter GANX’s share count or insider ownership profile. Because no shares were sold or purchased on the open market, the transaction offers limited signalling value about management’s view of intrinsic value. Overall, I view the disclosure as neutral for investors.

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^*

Islam Khalid

(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/ Khalid Islam	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 the GANX Form 4 filed on 06/25/2025 disclose?

A grant of 15,000 stock options to Director Khalid Islam at a $1.79 exercise price.

When do Khalid Islam’s GANX options start vesting?

Vesting begins on July 24, 2025 and occurs in 12 equal monthly installments.

What is the expiration date of the reported GANX options?

The options expire on June 24, 2035 if not exercised earlier.

Did the Form 4 report any share sales or purchases by the director?

No. The filing only reports an option grant; no open-market transactions were disclosed.

How many derivative securities does Khalid Islam own after this transaction?

He owns 15,000 derivative securities (stock options) directly.