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

Rhea-AI Filing Summary

Gain Therapeutics, Inc. (GANX) filed a Form 4 disclosing a routine equity award to director Eric I. Richman. On 06/24/2025 the director received 15,000 stock options with an exercise price of $1.79 per share.

The options vest in 12 equal monthly installments beginning 07/24/2025, contingent on continued board service, and expire on 06/24/2035. Following the grant, Richman beneficially owns 15,000 derivative securities, all held directly. No shares of common stock were bought or sold, and no other transactions were reported.

Insights

Corporate Governance Expert

TL;DR: Standard director option grant; minimal immediate market impact.

This filing records a routine incentive grant of 15,000 options to director Eric Richman. The terms—10-year life, monthly vesting after a one-month cliff—are typical for small-cap governance practices and do not alter control dynamics. As no common shares changed hands and the award size is modest, dilution and signalling effects are negligible. Overall, the event is compliance-driven and informational rather than value-changing.

Portfolio Manager

TL;DR: Neutral; small option grant aligns incentives but is not material.

Richman’s 15k options represent a limited potential stake given GANX’s share count. While insider equity can indicate commitment, the absence of open-market buying tempers any bullish interpretation. With no earnings, guidance, or operational data attached, the grant alone does not influence position sizing or valuation models.

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
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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^*

RICHMAN ERIC I

(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/ Eric I. Richman	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 disclose in the latest Form 4?

The company reported a grant of 15,000 stock options to director Eric I. Richman on 06/24/2025.

What is the exercise price and term of the new GANX options?

The options carry a $1.79 exercise price and expire on 06/24/2035.

When do the GANX director options vest?

They vest in 12 equal monthly installments starting 07/24/2025, subject to continued service.

Did the director buy or sell GANX common stock?

No. The filing only reports an option grant; there were no common stock transactions.

How many derivative securities does the director hold after the transaction?

Eric I. Richman now beneficially owns 15,000 stock options directly.