Gain Therapeutics Insider Receives 15,000-Share Option Award at $1.79

Rhea-AI Filing Summary

Gain Therapeutics, Inc. (GANX) – Form 4 insider filing

Director Gwen A. Melincoff reported the grant of a derivative security in the form of a stock option for 15,000 common shares on 24 June 2025. The option carries an exercise price of $1.79 per share and will expire on 24 June 2035.

Vesting schedule: the option vests in 12 equal monthly instalments beginning 24 July 2025, contingent on the director’s continued service. No sales, exercises, or other dispositions were reported, and the filing shows direct ownership ("D") of the entire option position.

The filing does not list any non-derivative share transactions, cash compensation, or other equity awards. Because Form 4 must be filed within two business days of a reportable event, this document confirms the timely disclosure of the grant.

For investors, the grant represents routine director compensation and involves a limited potential dilution relative to Gain Therapeutics’ outstanding share count. No immediate cash outlay by the insider was required, and there is no indication of open-market buying or selling.

Positive

• Alignment of interests: The option grant links director compensation to future share performance, potentially aligning governance incentives with shareholder value.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine option grant aligns director incentives; no red flags or market-moving information.

The Form 4 discloses a standard equity compensation award—15,000 options at $1.79, vesting over one year. Such grants are common for small-cap biotech boards and help align oversight with shareholder interests by tying value to future stock performance. There are no simultaneous sales or accelerated vesting clauses that would raise governance concerns. The timely filing also demonstrates compliance with Section 16 reporting obligations. Overall, this is neutral from a governance standpoint: it neither materially changes control dynamics nor introduces excessive dilution.

Small-Cap Portfolio Manager

TL;DR: Modest option award; signals retention, but immaterial to valuation.

A 15,000-share option equates to ~$26,850 in intrinsic value if exercised at $1.79 and the stock later appreciates to $3, a typical upside scenario for early-stage biotech. Relative to the company’s float, dilution is de minimis. Because there were no market purchases, the filing does not convey incremental conviction about near-term fundamentals. Investors should view it as routine compensation rather than a catalyst. Impact on share price, liquidity, or capital structure is expected to be negligible.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Melincoff Gwen A

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^*

Melincoff Gwen A

(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/ Gwen A. Melincoff	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 June 24 2025 Form 4 filing?

Director Gwen A. Melincoff received a stock option for 15,000 shares at an exercise price of $1.79.

When do the GANX options granted to Gwen Melincoff start vesting?

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

What is the expiration date of the newly granted GANX options?

The options expire on 24 June 2035.

Did the Form 4 show any open-market purchases or sales of GANX shares?

No. The filing only reports the acquisition of a derivative security; no common stock trades were disclosed.

Is the option grant held directly or indirectly by the reporting person?

The filing lists the ownership form as Direct ("D").