Gain Therapeutics (NASDAQ: GANX) grants 50,000 stock options to officer

Rhea-AI Filing Summary

Gain Therapeutics, Inc. reported that officer Gianluca Fuggetta received a grant of employee stock options covering 50,000 shares of common stock. The options have an exercise price of $1.86 per share and expire on March 24, 2036.

These options were awarded as a compensation-related grant, not an open-market purchase. According to the vesting terms, 25% of the underlying shares vest on March 24, 2027, with the remaining shares vesting in 36 equal monthly installments thereafter, as long as he remains in continuous service. Following this grant, he holds 50,000 options directly.

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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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^*

Fuggetta Gianluca

(Last) (First) (Middle)

C/O GAIN THERAPEUTICS, INC.

4800 MONTGOMERY LANE, SUITE 220

(Street)

BETHESDA MARYLAND 20814

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2026

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

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

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

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
Employee Stock Option (right to buy)	$1.86	03/24/2026		A		50,000		(1)	03/24/2036	Common Stock	50,000	$0	50,000	D

Explanation of Responses:

1. The shares underlying the option shall vest 25% on March 24, 2027, and the remainder shall vest in 36 equal monthly installments thereafter, subject to Reporting Person's continuous service through each such vesting date.

Remarks:

Principal Accounting and Financial Officer

	/s/ Gianluca Fuggetta	03/26/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Gain Therapeutics (GANX) report for Gianluca Fuggetta?

Gain Therapeutics reported a compensation-related grant of employee stock options to officer Gianluca Fuggetta for 50,000 shares. These options give him the right to buy common stock at a fixed price if the vesting and service conditions are met.

How many Gain Therapeutics (GANX) shares are covered by the new stock options?

The new employee stock option grant covers 50,000 shares of Gain Therapeutics common stock. This entire amount is subject to vesting over time, meaning Fuggetta gains the right to exercise the options only as they vest under the award terms.

What is the exercise price of the new Gain Therapeutics (GANX) stock options?

The options granted to Gianluca Fuggetta have an exercise price of $1.86 per share. This price is what he must pay to buy each share once the options vest and are exercised, if he chooses to do so in the future.

When do Gianluca Fuggetta’s Gain Therapeutics (GANX) options vest?

The options vest over time: 25% of the shares vest on March 24, 2027, and the remaining balance vests in 36 equal monthly installments. Vesting is conditioned on Fuggetta’s continuous service with Gain Therapeutics through each vesting date.

Are the Gain Therapeutics (GANX) options an open-market purchase or a grant?

The transaction is a grant of employee stock options, not an open-market share purchase. The Form 4 identifies the code as a grant or award acquisition, reflecting compensation rather than a discretionary market trade in Gain Therapeutics stock.

How many Gain Therapeutics (GANX) options does Fuggetta hold after this transaction?

After this transaction, Fuggetta directly holds 50,000 employee stock options. This figure represents the total options reported following the grant, all subject to the specified exercise price, expiration date, and vesting schedule linked to his ongoing service.