Gain Therapeutics (GANX) Files Form 4 for New Director Stock-Option Grant

Rhea-AI Filing Summary

Key take-away: Gain Therapeutics, Inc. (GANX) filed a Form 4 disclosing that director Jeffrey Scott Riley received a grant of 15,000 stock options on 06/24/2025.

The option has an exercise price of $1.79 per share and expires on 06/24/2035. The transaction is coded “A” (acquisition) and represents the only derivative security currently reported for the director; no common shares were bought or sold.

Vesting schedule: the award vests in 12 equal monthly installments beginning 07/24/2025, provided Mr. Riley continues his service. Following the grant he beneficially owns 15,000 options, classified as direct ownership. No indirect holdings or Rule 10b5-1 trading plan were indicated.

Investor relevance: This filing reflects standard director compensation and does not involve open-market buying or selling. While the grant modestly increases potential future dilution, its size is immaterial relative to GANX’s total shares outstanding. The filing may signal management’s effort to align director incentives with shareholder value but is unlikely to move the stock on its own.

Positive

• Insider alignment: Director accepted 15,000 options, increasing personal exposure to GANX equity.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine director option grant; neutral immediate impact, mild alignment signal.

The 15,000-share option grant at $1.79 is a standard equity incentive. No cash outlay or share sale occurred, therefore no direct buy-or-sell signal for investors. The modest size and 10-year term are typical for small-cap biotech governance practices. Potential future dilution is negligible (<0.1% of GANX’s basic shares). Overall, the event is informational rather than financially material.

Corporate Governance Expert

TL;DR: Typical incentive award that modestly aligns director interests; governance neutral.

Option grants that vest monthly over one year encourage short-term board continuity while providing upside tied to shareholder returns. The absence of a 10b5-1 notation suggests flexibility in future trading decisions. Because no performance metrics are attached, incentive quality depends on share price appreciation alone—common in early-stage biotech. Governance standards are met; no red flags detected.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Riley Jeffrey Scott

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^*

Riley Jeffrey Scott

(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/ Jeffrey Scott Riley	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?

A 15,000-share stock-option grant to director Jeffrey Scott Riley at a $1.79 exercise price.

Did the GANX insider buy or sell common stock?

No common shares were bought or sold; only an option grant was reported.

When do the options granted to Jeffrey Scott Riley vest?

They vest in 12 equal monthly installments starting 07/24/2025.

What is the expiration date of the GANX options?

The options expire on 06/24/2035.

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

He beneficially owns 15,000 stock options following the filing.