GANX Gain Therapeutics Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934 

 

Date of report (Date of earliest event reported): January 6, 2025

Gain Therapeutics, Inc.
(Exact Name of the Registrant as Specified in Charter)

 

Delaware		001-40237		85-1726310
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

4800 Montgomery Lane, Suite 220

Bethesda, Maryland 20814

(Address of principal executive offices) (Zip Code)

  

(301) 500-1556

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading symbol(s)	Name of exchange on which registered
Common Stock, $0.0001 par value	GANX	The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Appointment of Chief Executive Officer and Director

 

On January 7, 2025, Gain Therapeutics, Inc. (the “Company”) announced that Gene Mack has been appointed the Company’s President and Chief Executive Officer and a member of the Company’s board of directors (the “Board of Directors”), effective January 6, 2025. Mr. Mack has been serving as the Company’s Chief Financial Officer since April 8, 2024 and as interim Chief Executive Officer since June 27, 2024. Mr. Mack resigned from his position as Chief Financial Officer upon his appointment as Chief Executive Officer.

 

Mr. Mack’s biographical information is described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 26, 2024. There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Mack and any of the Company’s executive officers or directors or persons nominated or chosen to become directors or executive officers. There is no arrangement or understanding between Mr. Mack and any other person pursuant to which Mr. Mack was appointed as President and Chief Executive Officer or a member of the Board of Directors. There are no transactions requiring disclosure under Item 404(a) of Regulation S-K.

 

In connection with Mr. Mack’s appointment as the Company’s President and Chief Executive Officer, the Company entered into an amended and restated employment agreement with Mr. Mack, dated January 6, 2025 (the “Amendment”), pursuant to which Mr. Mack is entitled to an annual base salary of $500,000 and is eligible for an annual incentive cash bonus with a target payout of 50% of his annual base salary.

 

In the event of termination of Mr. Mack’s employment by the Company without “Cause”, by Mr. Mack for “Good Reason” or Mr. Mack’s employment terminates upon his death or “Disability” (as each such capitalized term is defined in the Amendment), in all cases subject to Mr. Mack entering into and not revoking a separation agreement in a form acceptable to the Company, then he will be entitled to severance as follows: (i) an amount equal to his base salary in effect immediately prior to the termination date and (ii) for the period starting on the date of termination and ending 12 months after such date, or, in the event of a change of control, the period starting on the date of termination and ending 18 months after such date (the “Severance Period”), the cost of continuation coverage pursuant to COBRA or applicable state continuation coverage laws, for Mr. Mack and his eligible dependents who were covered under the Company’s health insurance plans as of the date of termination.

 

Alternatively, if Mr. Mack’s employment is terminated during a change of control period by the Company without “Cause” or by Mr. Mack for “Good Reason,” then he will be entitled to (i) the Pro-Rata Annual Bonus (as defined in the Amendment) and the amount of the Target Bonus (as defined in the Amendment) that would accrue during the Severance Period and (ii) acceleration of vesting of all outstanding unvested stock awards, including future stock options, RSUs, restricted stock and such other awards granted pursuant to the Company’s stock option and equity incentive award plans and any shares of stock issued upon exercise thereof. In either case, Mr. Mack’s receipt of severance payments and benefits is subject to Mr. Mack signing (and not revoking) a release of claims within the time period stated therein, but in no event later than sixty days after the termination.

 

In addition, the Amendment provides that Mr. Mack is eligible for equity incentive grants as determined by the Board in its sole discretion from time to time. Mr. Mack is also eligible to participate in the Company’s employee benefit plans, as may be maintained by the Company from time to time, on the same terms as other similarly situated employees of the Company.

 

 

In connection with Mr. Mack’s appointment as the Company’s President and Chief Executive Officer, Mr. Mack received an option to purchase up to 271,325 shares of the Company’s common stock, at an exercise price of $2.44, with 25% vesting on the first anniversary thereof and the balance vesting in equal monthly installments over the remainder of the three year vesting period, in each case subject to Mr. Mack’s continuous employment with the Company through the applicable vesting date. Mr. Mack is also eligible to receive an option to purchase up to 271,325 shares of the Company’s common stock upon satisfaction of performance goal(s) to be established by the Board of Directors and/or the Company’s compensation committee.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Mr. Mack will not receive any additional compensation for his service on the Board of Directors, and Mr. Mack was not appointed to serve on any committees of the Board of Directors.

 

The Company has previously entered into its standard form of indemnification agreement with Mr. Mack, the form of which is filed as Exhibit 10.12 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 10, 2021.

 

Appointment of Principal Financial Officer

 

In connection with Mr. Mack’s appointment as the Company’s President and Chief Executive Officer, on January 6, 2025, the Board of Directors appointed Gianluca Fuggetta, the Company’s current Vice President of Finance and Principal Accounting Officer, as the Company’s Senior Vice President, Finance and the Company’s Principal Financial Officer.

 

Mr. Fuggetta, age 36, has served as the Company's Principal Accounting Officer since January 2023 and was appointed as Vice President of Finance in January 2024. He previously held the position as the Company's Principal Financial Officer from February to April 2024. Prior to these roles, Mr. Fuggetta served as the Company's Senior Finance Director from January to December 2023, and as Finance Director from July to December 2022. Before joining the Company, Mr. Fuggetta gained extensive experience at PwC, where he worked from September 2013 to June 2022, ultimately serving as an Assurance Manager. He holds a Bachelor's degree in Business Administration from Università Cattolica del Sacro Cuore and a Master's degree in Accounting, Auditing and Control from Università Bocconi.

 

Mr. Fuggetta is entitled to an annual base salary of CHF 200,000 and is eligible for an annual incentive cash bonus with a target payout of 30% of his annual base salary.

 

There is no arrangement or understanding between Mr. Fuggetta and any other person pursuant to which Mr. Fuggetta has been appointed as Principal Financial Officer, and there is no family relationship between Mr. Fuggetta and any of the Company’s directors or executive officers. Mr. Fuggetta has no interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

  

Item 7.01

Regulation FD Disclosure.

 

On January 7, 2025, the Company issued a press release announcing Messrs. Mack and Fuggetta’s appointments, which press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

The information in this Current Report on Form 8-K under Item 7.01, including the information contained in Exhibit 99.1, is being furnished to the SEC, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

 

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit Number		Description
10.1		First Amended and Restated Employment Agreement by and between Gain Therapeutics, Inc. and Gene Mack, dated January 6, 2025.
99.1		Press Release dated January 7, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	Gain Therapeutics, Inc.
Date: January 7, 2025	By:	/s/ Khalid Islam
	Name:	Khalid Islam
	Title:	Chairman of the Board

 

 

 

Exhibit 10.1

  

FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT

 

This First Amended and Restated Employment Agreement (“Agreement”) is effective as of January 6, 2025 (“Effective Date”), by and between Gain Therapeutics, Inc. (“Company”) and Gene Mack, MBA (“Executive”). This Agreement amends, restates and supersedes in its entirety the Employment Agreement between the Company and Executive entered into effective April 8, 2024 the “Prior Agreement”).

 

WHEREAS, the Company desires to promote the Executive from the position of Senior Vice President, Chief Financial Officer to the Company’s President and Chief Executive Officer as further set forth in this Agreement; and

 

WHEREAS, Executive desires to serve the Company in such capacity, subject to the terms and conditions of this Agreement;

 

NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligations contained herein, the Company and Executive agree as follows:

 

1.

EMPLOYMENT BY THE COMPANY

 

1.1.             Position. Subject to terms set forth herein, the Company agrees to employ Executive in the position of President and Chief Executive Officer, and Executive hereby accepts such employment. While serving as Chief Executive Officer of the Company, Executive shall serve on the Board of Directors of the Company. Executive agrees that, upon ceasing to serve as Chief Executive Officer of the Company for any reason, Executive shall simultaneously resign from the Board of Directors, unless otherwise agreed in writing by the Company. At the Company’s request, Executive shall serve the Company and/or its subsidiaries and affiliates in such other capacities in addition to the foregoing as the Company shall designate, provided that such additional capacities are consistent with Executive’s position as the Company’s Chief Executive Officer. In the event that Executive serves in any one or more of such additional capacities, Executive’s compensation shall not automatically be increased on account of such additional service beyond that specified in this Agreement.

 

1.2.             Duties and Exclusivity. Executive: (i) shall serve as the Company’s President and Chief Executive Officer, with responsibilities, duties, and authority usual and customary for such position, subject to direction by the Company’s Board of Directors (the “Board”); (ii) shall report directly to the Board; and (iii) agrees promptly and faithfully to comply with all reasonable and lawful directions from the Board and all present and future Company policies. During his employment with the Company, Executive shall devote his best efforts and substantially all of his time and attention to the business of the Company, except as provided in Section 4 below and vacation periods and periods of illness or other incapacities in accordance with the Company’s employment policies. Nothing in this section prevents Executive from (1) engaging in additional activities in connection with personal investments and community affairs, and (2) serving as a member of the board of directors of no more than one (1) organization that is not a competitor of the Company and is approved by the Board; provided such activities do not individually or in the aggregate interfere with the performance of Executive’s duties under this Agreement, violate the Company’s standards of conduct then in effect, comply with the Company’s insider trading policies, or raise a conflict under the Company’s conflict of interest policies.

 

 

1.3.             Location. Executive’s primary office location shall be at the Company’s corporate offices in the Washington, DC metropolitan area, with remote work allowed at Executive’s primary residence in the state of New Jersey on a regular and continuous basis. The Company reserves the right to reasonably require Executive to perform his duties at places other than at his primary office location from time to time, and to require reasonable business travel.

 

1.4.             Term. The term of this Agreement shall commence on the Effective Date and shall continue until terminated in accordance with Section 6.

 

1.5.             Policies and Procedures. The employment relationship between the parties shall be subject to the Company’s personnel policies and procedures as they may be interpreted, adopted, revised or deleted from time to time in the Company’s sole discretion; provided that if the terms of this Agreement differ from or are in conflict with the Company’s personnel policies or procedures, this Agreement shall control.

 

2.

COMPENSATION

 

2.1.             Base Salary. For services rendered by Executive pursuant to this Agreement, Executive shall receive an annualized base salary of $500,000 as may be adjusted from time to time by the compensation committee of the Board at its discretion (“Base Salary”), payable in accordance with the Company’s regular payroll schedule, less any payroll withholding and deductions in accordance with applicable law.

 

2.2.             Annual Bonus. During Executive’s employment with the Company, and as determined by the Board in its sole discretion, Executive shall be eligible for an annual incentive cash bonus (“Annual Bonus”) with a target of fifty percent (50%) of the Base Salary (“Target Bonus”). The actual Annual Bonus earned in any particular year may be more or less, including zero, than the Target Bonus based on the achievement of corporate and personal goals established and approved by the Board, the achievement of which is determined at the discretion of the Board. The Executive must remain employed by the Company through the date of payment in order to remain eligible for such Annual Bonus.

 

2.3.             Long-Term Equity Incentives.

 

(a)               Executive will be eligible for equity incentive grants as determined by the Board in its sole discretion from time to time. Notwithstanding the foregoing, Executive will receive the following:

 

(i)                 On or as soon as reasonably practicable following the Effective Date, an option, pursuant to the Gain Therapeutics Inc. 2022 Equity Incentive Plan (the “2022 Plan”), to purchase up to 271,325 shares of the Company’s common stock (the “Common Stock”), at an exercise price per share equal to the “Fair Market Value” (as defined and determined under the 2022 Plan) of a share of Common Stock on the date of grant (the “Promotion Option”). Subject to Executive’s Continuous Service (as defined in the 2022 Plan) through each applicable vesting date, the Promotion Option shall vest and become exercisable as to 25% of the shares subject thereto on the first anniversary of the Effective Date, with the remaining balance vesting and becoming exercisable in substantially equal monthly installments over the three (3) year period thereafter on the same day of the month as the Effective Date.

 

 

(ii)              Subject to the approval of the Board, upon attainment of performance goal(s) to be established by the Compensation Committee following the Effective Date, an option, pursuant to the 2022 Plan, to purchase up to 271,325 shares of Common Stock, at an exercise price per share equal to the “Fair Market Value” (as defined and determined under the 2022 Plan) of a share of Common Stock on the date of grant (the “Performance Option”). Subject to Executive’s Continuous Service (as defined in the 2022 Plan) through each applicable vesting date, the Performance Option shall vest and become exercisable as to 100% of the shares subject thereto on the first anniversary of the Performance Option’s grant date.

 

(b)               The Promotion Option and the Performance Option shall be subject to the terms of the 2022 Plan and applicable option grant agreements thereunder, as approved by the Compensation Committee of the Board.

 

2.4.             Business and Entertainment Expenses. Subject to the Company’s standard policies and procedures for expense reimbursement as applied to its executive employees generally, the Company shall reimburse Executive for, or pay on behalf of Executive, reasonable out-of-pocket expenses for Company-related travel, entertainment, professional licensing, continuing education and other expenses incurred by Executive on behalf of the Company.

 

2.5.             Other Company Benefits. Executive shall be eligible to participate in all employee benefit plans, practices and programs maintained by the Company and made available to its similarly situated executives. Executive shall also be eligible to accrue annual vacation in accordance with the Company’s standard policies and as otherwise provided for senior executive officers, as may be amended from time to time, but in no event less than twenty (20) working days, prorated for partial years of service. Working days are all calendar days with the exception of Saturdays, Sundays and the designated Company holidays. Vacation time must be taken in the year it is earned and unused time does not rollover to the subsequent year.

 

3.

INSURANCE AND INDEMNIFICATION

 

1.2              Life, Disability and Key Man Insurance. In the event the Company establishes plans for life, disability and key man insurance, Executive shall be eligible to participate in those plans pursuant to the terms and conditions of those plans and their applicability to employees such as Executive.

 

3.1.             D&O Insurance. The Company shall obtain and maintain at the Company’s expense during the term of this Agreement liability insurance for the directors and officers of the Company (D&O insurance) for any acts or omissions of Executive covered by the applicable insurance policy in an amount comparable to other companies in the biotechnology industry with a similar risk profile.

 

 

3.2.             Indemnification. The Company and Executive acknowledge that they previously entered into a separate indemnification agreement which remains in full force and effect.

 

4.

OUTSIDE ACTIVITIES DURING EMPLOYMENT

 

4.1.             Exclusive Employment. Executive shall not engage in any business activity which, in the Board’s reasonable judgment, is likely to interfere with Executive’s ability to discharge his duties and responsibilities to the Company. Executive may engage in civic and not-for-profit activities and participate in industry associations, including by joining civic boards and boards of industry associations so long as such activities do not materially interfere with the performance of his duties hereunder. As of the Effective Date, Executive does not serve on any board of directors of for-profit companies. During the term of this Agreement, Executive may join the board of directors of for-profit companies with the Board’s prior approval.

 

4.2.             No Adverse Interests. Except as permitted by Section 4.3, Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by him to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise, or engage in any business that creates a conflict of interest with his duties of loyalty to the Company.

 

4.3.             Non-Competition during Term of Agreement. During the term of this Agreement, except on behalf of the Company or as expressly authorized by the Board, Executive shall not directly or indirectly, whether as an officer, director, stockholder, partner, proprietor, associate, representative, consultant, or in any capacity whatsoever engage in, become financially interested in, be employed by or have any business connection with any other person, corporation, firm, partnership or other entity whatsoever which were known by him to compete directly with the Company, throughout the world, in any line of business engaged in (or planned to be engaged in) by the Company; provided, however, that anything above to the contrary notwithstanding, he or his immediate family may own, as a passive investor, securities of any competitor corporation, so long as his direct holdings in any one such corporation shall not in the aggregate constitute more than one percent (1%) of the voting stock of such corporation.

 

5.

CONFIDENTIAL INFORMATION, NON-COMPETITION AND NON-SOLICITATION

 

As a condition of employment, Executive agrees to execute and abide by the Gain Therapeutics, Inc. Employee Confidential Information And Inventions Assignment Agreement (“CIIAA”), the Executive previously signed which is incorporated herein by reference and remains in full force and effect, as may be amended by the parties from time to time, and which contains provisions that are intended by the parties to survive and that do survive termination or expiration of this Agreement, including certain non-solicitation and non-competition covenants.

 

 

6.

TERMINATION OF EMPLOYMENT

 

6.1.             Definitions. For purposes of this Section 6, the following terms have the following meanings:

 

“Accrued Obligations” means (i) Executive’s earned but unpaid Base Salary through the Termination Date; (ii) a lump-sum payment for any accrued but unused vacation days; and (iii) any unpaid expense or other reimbursements due pursuant to Section 2.4 hereof.

 

“Beneficiary” means the designee(s) listed in Exhibit A who are entitled to receive payments under Section 6.3 upon the death of Executive.

 

“Cause” means the Company’s determination that the Executive has engaged in one or more of the following: (i) Executive’s conviction of, or plea of guilty or nolo contendere to, any felony or any crime involving theft, embezzlement, dishonesty or moral turpitude; (ii) any act by Executive constituting willful misconduct, deliberate malfeasance, dishonesty, unethical conduct or gross negligence in the performance of his duties; (iii) Executive’s willful and continued failure to perform any of the duties of his position (which has not been cured within thirty (30) days following the first written notice from the Company describing such failure in reasonable detail); or (iv) any material breach (which has not been cured within thirty (30) days following the first written notice from the Company describing such breach in reasonable detail) by Executive of this Agreement or any other agreement between Executive and the Company or any of its affiliates.

 

“Change of Control” means the occurrence of any of the following: (i) any third party or group of third parties becomes the beneficial owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities; provided that if the third party or group of third parties is already deemed to own more than 50% of the total fair market value or total voting power, then the acquisition of additional stock by such third party or group of third parties shall not constitute an additional Change in Control; (ii) the stockholders of the Company approve a plan of complete liquidation of the Company; (iii) the sale or disposition of all or substantially all of the Company’s assets; or (iv) a merger, consolidation or reorganization of the Company with or involving any other entity, other than a merger, consolidation or reorganization that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least a 50% of the combined voting power of the Company (or such surviving entity) outstanding immediately after such merger, consolidation or reorganization owned in approximately the same proportion of such ownership by each of the prior shareholders as prior to the transaction.

 

“Change of Control Period” means the period starting on the date of a Change of Control and ending twelve (12) months after a Change of Control.

 

“Change of Control Termination” means a termination of this Agreement during the Change of Control Period by the Company without Cause, by Executive for Good Reason, or due to Executive’s death or Disability.

 

“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

 

 

“Disability” means Executive’s becoming incapacitated for a period of at least one hundred eighty (180) days in the aggregate during any twelve (12) month period by accident, sickness or other circumstance that renders Executive mentally or physically incapable of performing the material duties and services required of Executive hereunder on a full-time basis during such period, or based on the written certification by two licensed physicians of the likely continuation of such condition for such period. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law.

 

“Good Reason” means any of the following without the Executive’s consent: (i) any material diminution of Executive’s authority, duties or responsibilities or the assignment to Executive of duties or responsibilities which are materially inconsistent with Executive’s position; (ii) a material reduction by the Company in Executive’s Base Salary other than a reduction that is also applicable in a substantially similar manner and proportion to the other senior executives of the Company; (iii) any material breach of this Agreement by the Company; or (iv) any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company which, for purposes of this provision, shall be a material breach of this Agreement, provided, however, that, any such termination by Executive shall only be deemed for Good Reason pursuant to this definition if: (1) Executive gives the Company written notice of his intent to terminate for Good Reason within thirty (30) days following the later of (x) the first occurrence of the condition(s) that he believes constitute(s) Good Reason or (y) Executive becoming aware of such condition(s), which notice shall describe such condition(s); (2) the Company fails to remedy such condition(s) within thirty (30) days following receipt of the written notice (the “Cure Period”); (3) the Company has not, prior to receiving such notice from Executive, already informed Executive that his employment with the Company is being terminated; and (4) Executive voluntarily terminates his employment within thirty (30) days following the end of the Cure Period.

 

“Pro-Rata Annual Bonus” means an amount equal to (i) the Annual Bonus that Executive would have been eligible to receive for the calendar year that includes the Termination Date if his employment hereunder had continued (as determined by the Board based upon the actual achievement of the applicable performance goals), multiplied by (ii) a fraction, the numerator of which is the number of days he was employed hereunder during such year and the denominator of which is the number of days in such year.

 

“Release” means the execution of a separation agreement, including a general release of claims, with reasonable and customary terms, in the form presented by the Company; provided, however, that in the event that the Severance Benefits (as defined below) shall be provided under this Agreement following Executive’s death, then the Release shall be revised as appropriate for Executive’s Beneficiary to execute.

 

“Severance Period” means the period starting on the Termination Date and ending twelve (12) months after the Termination Date, or, in the event of a Change of Control Termination, the period starting on the Termination Date and ending eighteen (18) months after the Termination Date.

 

 

“Stock Awards” means any future stock options, RSUs, restricted stock and such other awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof.

 

“Termination Date” means the date on which this Agreement and Executive’s employment hereunder terminates.

 

6.2.             Termination of Agreement. This Agreement and Executive’s employment with the Company is terminable at will by the Company or by Executive for any reason or no reason, each by written notice to the other party effective upon receipt or on a later termination date agreed with the other party. In addition, this Agreement terminates upon death or Disability of Executive.

 

6.3.             Terminations with Severance.

 

(a)               If the Company terminates this Agreement without Cause three months after the Effective Date or thereafter, or Executive terminates this Agreement for Good Reason, or this Agreement terminates upon death or Disability of Executive, the Company shall pay or award to Executive (or his Beneficiaries upon termination for the death of Executive) the Accrued Obligations on the Termination Date, and subject to execution and non-revocation of the Release by Executive (or Executive’s Beneficiary in the event of Executive’s death), on the date on which the Release may no longer be revoked, the following payments and severance benefits (“Severance Benefits”):

 

(i)                 an amount equal to Executive’s Base Salary in effect immediately prior to the Termination Date that would be payable to Executive if this Agreement continued during the applicable Severance Period in regular payroll installments over the course of the Severance Period;

 

(ii)               upon a Change of Control Termination, the Pro-Rata Annual Bonus and the amount of the Target Bonus that would accrue during the applicable Severance Period;

 

(iii)             for the applicable Severance Period, the cost of continuation coverage pursuant to COBRA or applicable state continuation coverage laws, for Executive and his eligible dependents who were covered under the Company’s health insurance plans as of the date of the termination of this Agreement (provided that Executive shall be solely responsible for all matters relating to his continuation of coverage pursuant to COBRA or any corresponding state law, including, without limitation, his election of such coverage and his timely payment of premiums);

 

(iv)              if this Agreement is terminated pursuant to a Change of Control Termination, acceleration of vesting of all of Executive’s outstanding unvested Stock Awards. The provisions concerning vesting pursuant to this subsection (iv) is hereby deemed to be a part of all equity incentive grants, including any future stock options, RSUs, restricted stock and such other awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof, (each a “Stock Award”) and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.

 

 

(b)               Notwithstanding anything herein, if this Agreement is terminated pursuant to Executive’s death or Disability and if the Company has paid for or provided the Executive with life insurance or long-term disability insurance coverage as set forth in Section 3.1, then the amount paid pursuant to such insurance shall be credited against the amount of the Severance Benefits payable by the Company pursuant to Section 6.3(a)(i), (ii) and (iv).

 

(c)               As a condition precedent to receipt of any Severance Benefits, Executive shall provide the Company with the executed and effective Release, within the time period stated therein, but in no event later than sixty (60) days after the date of Executive’s termination from employment and must no longer be subject to revocation. Upon execution of the Release, Executive shall be entitled to Severance Benefits described herein. As a further condition to receipt of any Severance Benefits, Executive must comply with Executive’s post-termination obligations under this Agreement and the CIIAA.

 

6.4.             Terminations without Severance. If this Agreement is terminated by Executive without Good Reason or by the Company for Cause, Executive shall be provided with the Accrued Obligations, but no other payments or severance benefits.

 

6.5.             Cooperation Obligations.

 

(a)                Resignation from Positions. Upon the termination of Executive’s employment for any reason, Executive shall immediately resign from each position held with the Company and its affiliates as of the Termination Date, if requested to do so by the Company, subject to any applicable legal requirements regarding such resignation.

 

(b)                Transition Activities. After delivery or receipt by Executive of any notice of termination, and for a reasonable period following any termination of this Agreement (to include any period for which Executive has been provided Base Salary as a severance benefit), Executive shall fully cooperate with the Company in all matters relating to the winding up of Executive’s pending work and the orderly transfer of any such pending work to such other employees as may be designated by the Company.

 

(c)                Return of the Company’s Property. If the Company has delivered or received a notice of termination of this Agreement, the Company shall have the right, at its option, to require Executive to vacate his offices and to cease all activities on the Company’s behalf prior to the effective date of termination. Upon the termination of this Agreement, as a condition to Executive’s receipt of any post- termination benefits described in this Agreement, Executive shall immediately surrender to the Company all lists, books and records of, or in connection with, the Company’s business, and all other tangible and intangible property belonging to the Company, it being distinctly understood that all such lists, books and records, and other property, are the property of the Company. Executive shall deliver to the Company a signed statement certifying compliance with this Section 6.5 prior to the receipt of any Severance Benefits described in this Agreement.

 

 

(d)                Litigation. At all times during his employment and thereafter, Executive shall cooperate with the Company in responding to the reasonable requests of the Company’s Chairman of the Board, Chief Executive Officer or General Counsel, in connection with any and all existing or future litigation, arbitrations, mediations or investigations brought by or against the Company, or its or their respective affiliates, agents, officers, directors or employees, whether administrative, civil or criminal in nature, in which the Company reasonably deems Executive’s cooperation necessary or desirable. In such matters, Executive agrees to provide the Company with reasonable advice, assistance and information, including offering and explaining evidence, providing sworn statements, and participating in discovery and trial preparation and testimony. Executive also agrees to promptly send the Company copies of all correspondence (for example, but not limited to, subpoenas) received by Executive in connection with any such legal proceedings, unless Executive is expressly prohibited by law from so doing.

 

(e)                Expenses and Fees. So long as the Executive provides advance written notice to the Company before incurring such expense and receives pre-approval from the Company, the Company shall reimburse Executive for reasonable out- of-pocket expenses incurred by Executive as a result of his cooperation with the obligations described in this Section 6.5 (b) and (d), within thirty (30) days of the presentation of appropriate documentation thereof, in accordance with the Company’s standard reimbursement policies and procedures. Except as provided in the preceding sentence, Executive shall not be eligible for any compensation for activities performed pursuant to this Section 6.5 during the applicable Severance Period. In the event the Company requests extensive time from the Executive in connection with this Section 6.5 (b) and/or (d) not within the Severance Period and subject to written pre-approval by the Company, the Company shall pay Executive a compensation for activities performed based on an hourly rate of 160^th of Executive’s monthly Base Salary immediately preceding the termination of employment (the “Fees”). In performing obligations under this Section 6.5(b) and (d) following termination of this Agreement, Executive agrees and acknowledges that he shall be serving as an independent contractor, not as a Company employee, and he shall be entirely responsible for the payment of all income taxes and any other taxes due and owing as a result of the payment of Fees, shall not be eligible to participate in any Company benefit plans while performing such services.

 

6.6.             Modification of Payments.

 

(a)                In the event it is determined that any payment, right or distribution by the Company or any other person or entity to or for the benefit of Executive pursuant to the terms of this Agreement or otherwise, in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or a substantial portion of its assets (a “Payment”) is a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) on account of the aggregate value of the Payments due to Executive being equal to or greater than three times the “base amount,” as defined in Section 280G(b)(3) of the Code, (the “Parachute Threshold”) so that Executive would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the net after-tax benefit that Executive would receive by reducing the Payments to the Parachute Threshold is greater than the net after-tax benefit Executive would receive if the full amount of the Payments were paid to Executive, then the Payments payable to Executive shall be reduced (but not below zero) so that the Payments due to Executive do not exceed the amount of the Parachute Threshold, reducing first any Payments under Section 6.3(a) hereof.

 

 

(b)                The Company hereby agrees that, for purposes of determining whether any payment and benefits set forth in Section 6.3(a) above would be subject to the Excise Tax, the non- compete set forth in the CIIAA above shall be treated as an agreement for the performance of personal services. The Company hereby agrees to indemnify, defend, and hold harmless Executive from and against any adverse impact, tax, penalty, or excise tax resulting from the Company or accountant’s attribution of a value to the non-compete set forth in the CIIAA that is less than the total compensation amount that would be disclosed under Item 402(c) of Securities and Exchange Commission Regulation S-K if Executive had been a “named executive officer” of the Company in the year prior to year of the event that triggers the Excise Tax, to the extent the use of such lesser amount results in a larger Excise Tax than Executive would have been subject to had the Company or accountant attributed a value to the non-compete set forth in the CIIAA that is at least equal to the total compensation amount disclosed under Item 402(c) of Securities and Exchange Commission Regulation S-K for such year.

 

6.7.             Section 409A.

 

(a)                Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payment of the benefits set forth herein shall either be exempt from the requirements of Section 409A of the Code (“Section 409A”) or shall comply with the requirements of such provision.

 

(b)                Notwithstanding any provision of this Agreement to the contrary, if Executive is a “specified employee” within the meaning of Section 409A, any payments or arrangements due upon a termination of Executive’s employment under any arrangement that constitutes a “nonqualified deferral of compensation” within the meaning of Section 409A and which do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption or the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided, without interest, on the earlier of (i) the date which is six (6) months after Executive’s “separation from service” (as such term is defined in Section 409A and the regulations and other published guidance thereunder) for any reason other than death, and (ii) the date of Executive’s death.

 

(c)                After any Termination Date, Executive shall have no duties or responsibilities that are inconsistent with having a “separation from service” within the meaning of Section 409A and, notwithstanding anything in the Agreement to the contrary, distributions upon termination of employment of nonqualified deferred compensation may only be made upon a “separation from service” as determined under Section 409A and such date shall be the Termination Date for purposes of this Agreement. Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement which constitutes a “nonqualified deferral of compensation” within the meaning of Section 409A and to the extent an amount is payable within a time period, the time during which such amount is paid shall be in the discretion of the Company.

 

 

7.

GENERAL PROVISIONS

 

7.1.             Notices. Any notices provided hereunder must be in writing and shall be deemed effective upon the earlier of personal delivery or receipt if delivered by mail or courier service, to the Company at its primary office location and to Executive at his address as listed on the Company payroll or Executive’s then current place of abode.

 

7.2.             Confidentiality. Unless publicly disclosed by the Company, Executive shall hold the provisions of this Agreement in strictest confidence and shall not publicize or disclose this Agreement in any manner whatsoever; provided, however, that Executive may disclose this Agreement: (a) to Executive’s immediate family; (b) in confidence to his attorneys, accountants, auditors, tax preparers, and financial advisors; (c) insofar as such disclosure may be necessary to enforce its terms or as otherwise permitted or required by law. In particular, and without limitation, Executive agrees not to disclose the terms of this Agreement to any current or former employee of the Company.

 

7.3.             Reasonableness of Restrictions. Executive acknowledges and agrees that (a) he has read this Agreement in its entirety and understands it, (b) the limitations imposed in this Agreement and the CIIAA do not prevent him from earning a living or pursuing his career following the termination of this Agreement, and (c) the restrictions contained herein and therein are reasonable, proper, and necessitated by the Company’s legitimate business interests. Executive represents and agrees that he is entering into this Agreement and the CIIAA freely and with knowledge of its contents with the intent to be bound by the Agreement and the restrictions contained in it.

 

7.4.             Arbitration and Remedies. The parties recognize that litigation in federal or state courts or before federal or state administrative agencies of disputes arising out of Executive’s employment with the Company or out of this Agreement, or Executive’s termination of employment or termination of this Agreement, may not be in the best interests of either Executive or the Company, and may result in unnecessary costs, delays, complexities, and uncertainty. The parties agree that any dispute between the parties arising out of or relating to the negotiation, execution, performance or termination of this Agreement or Executive’s employment, including, but not limited to, any claim arising out of this Agreement, claims under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, Section 1981 of the Civil Rights Act of 1966, as amended, the Family Medical Leave Act, Executive Retirement Income Security Act, and any similar federal, state or local law, statute, regulation, or any common law doctrine, whether that dispute arises during or after employment, or any other dispute between the parties shall be settled by binding arbitration in accordance with the Employment Rules of JAMS by a single arbitrator selected in accordance with said rules and in accordance with the Federal Arbitration Act; provided however, that this dispute resolution provision shall not apply to any separate agreements between the parties that do not themselves specify arbitration as an exclusive remedy and further shall not apply to discrimination, harassment, or retaliation claims to the extent prohibited by applicable law. As it may be impossible to assess the damages caused by violation of this Agreement or any of its terms, the parties agree upon the threatened or actual violation of this Agreement or any of its terms the aggrieved party shall have the right to obtain injunctive relief from a court, without bond and without prejudice to any other rights and remedies for a breach or threatened breach of this Agreement. The location for the arbitration shall be the Washington, D.C. metropolitan area. Any award made by such panel shall be final, binding and conclusive on the parties for all purposes, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. To the extent applicable law prohibits mandatory arbitration of discrimination, harassment, and/or retaliation claims, in the event Executive intends to bring multiple claims, including a discrimination, harassment, and/or retaliation claim, the discrimination, harassment, and/or retaliation claim may be publicly filed with a court, while any other claims shall remain subject to mandatory arbitration. The arbitrators’ fees and expenses and all administrative fees and expenses associated with the filing of the arbitration shall be borne by the Company; provided however, that at Executive’s option, Executive may voluntarily pay up to one-half the costs and fees. The parties acknowledge and agree that their obligations to arbitrate under this Section survive the termination of this Agreement and continue after the termination of the employment relationship between Executive and the Company. The parties each further agree that the arbitration provisions of this Agreement shall provide each party with its exclusive remedy, and each party expressly waives any right it might have to seek redress in any other forum, except as otherwise expressly provided in this Agreement. By election arbitration as the means for final settlement of all claims (other than the Excluded Claims), the parties hereby waive their respective rights to, and agree not to, sue each other in any action in a Federal, State or local court with respect to such claims, but may seek to enforce in court an arbitration award rendered pursuant to this Agreement. The parties specifically agree to waive their respective rights to a trial by jury, and further agree that no demand, request or motion shall be made for trial by jury.

 

 

7.5.             Surviving Clauses. Sections 3.2, 3.3, 5, 6, 7 (including the definitions of any defined terms referenced therein) shall survive any termination or expiration of this Agreement.

 

7.6.             Severability. In the event that a court finds this Agreement, or any of its restrictions, to be ambiguous, unenforceable, or invalid, the parties agree that the court shall read the Agreement as a whole and interpret the restriction(s) at issue to be enforceable and valid to the maximum extent allowed by law. If the court declines to enforce this Agreement in the manner provided in this Section 7.6, Executive and the Company agree that this Agreement shall be automatically modified to provide the Company with the maximum protection of its business interests allowed by law and Executive agrees to be bound by this Agreement as modified. In case any one or more of the provisions, subsections, or sentences contained in this Agreement will, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

 

7.7.             Waiver. If either party should waive any breach of any provisions of this Agreement or fail to enforce performance by the other party, he or it shall not thereby be deemed to have waived any preceding or succeeding breach or performance of the same or any other provision of this Agreement. Any such waiver shall be effective only if made in writing and signed by the Party waiving such breach or performance.

 

 

7.8.             Complete Agreement; Amendment. This Agreement and its Exhibits, constitute the entire agreement between Executive and the Company and it is the complete, final, and exclusive embodiment of their agreement with regard to this subject matter. This Agreement replaces all previous agreements regarding the service relationship of Executive with the Company. It is entered into without reliance on any promise or representation other than those expressly contained herein. This Agreement cannot be modified or amended except in a writing signed by an authorized representative of the Company and Executive.

 

7.9.             Counterparts. This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together shall constitute one and the same Agreement.

 

 

7.10.          Assignment; Assumption by Successor; Non-transferability of Interest.

 

(a)                    The Company may assign this Agreement, without the consent of Executive, to any business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires all or substantially all of the assets or business of the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and to agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; provided, however, that no such assumption shall relieve the Company of its obligations hereunder. As used in this Agreement, the “Company” shall mean the Company as herein defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

 

(b)                    None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement shall be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution upon the death of Executive. Any attempted assignment, transfer, conveyance, or other disposition (other than as aforesaid) of any interest in the rights of Executive to receive any form of compensation to be made by the Company pursuant to this Agreement shall be void.

 

(c)                    Notwithstanding the foregoing Section 7.10(b), this Agreement and all rights of Executive hereunder shall inure to the benefit of, and be enforceable by, the Beneficiaries or Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive should die while any amounts under Section 6 of this Agreement would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Beneficiaries or Executive’s devisee, legatee or other designee or, should there be no such designee, to Executive’s estate.

 

7.11.          Headings. The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof.

 

7.12.          Construction. The language in all parts of this Agreement shall in all cases be construed simply, according to its fair meaning, and not strictly for or against any of the parties hereto. Without limitation, there shall be no presumption against any party on the ground that such party was responsible for drafting this Agreement or any part thereof.

 

7.13.          Choice of Law. All questions concerning the construction, validity, interpretation of this Agreement shall be governed by the laws of Delaware.

 

[Signatures to follow on next page]

 

 

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written.

 

GAIN THERAPEUTICS, INC.:

 

By:	/s/Khalid Islam, Ph.D.
Name:	Khalid Islam, Ph.D.
Title:	Executive Chairman of the Board of Directors

 

EXECUTIVE:

 

By:	/s/ Gene Mack, MBA
Name:	Gene Mack, MBA

 

 

 

EXHIBIT A

 

BENEFICIARIES

 

 

 

 

Exhibit 99.1

 

 

Gain Therapeutics Appoints Gene Mack as Chief Executive Officer and Director

 

Gene Mack Has Served As CFO Since April 2024 And Interim CEO Since June 2024

 

Gianluca Fuggetta Will Assume The Role Of Senior Vice President, Finance

 

BETHESDA, Md., January 07, 2025 -- Gain Therapeutics, Inc. (Nasdaq: GANX) (“Gain”, or the “Company”), a clinical-stage biotechnology company leading the discovery and development of the next generation of allosteric small molecule therapies, today announced that Gene Mack, who has served as the Company’s Chief Financial Officer since April 2024 and interim Chief Executive Officer since June 2024, has been appointed President and Chief Executive Officer, effective January 6, 2025. Mr. Mack has also been appointed as a member of the Company’s Board of Directors, effective January 6, 2025. Additionally, Gianluca Fuggetta, the Company’s current Finance Vice President, has been appointed Senior Vice President, Finance and the Company’s Principal Financial Officer.

 

“On behalf of the Board of Directors, I am pleased to announce that Mr. Gene Mack has been promoted to lead Gain Therapeutics as Chief Executive Officer. Over the last nine months Gene has served as both our CFO and interim CEO and has demonstrated a leadership approach that supports strong alignment between the Company’s short-term and long-term objectives. Gene’s appointment as CEO will maintain continuity as GT-02287 advances through clinical development. Since joining Gain, Gene has proven himself to be a strategic and effective leader who is focused on achieving the Company’s goals for patients, shareholders, and other stakeholders. It is also my pleasure to welcome Gene to the Board of Directors and I look forward to his contributions in the future,” stated Dr. Islam, Chairman of the Board of Directors. “Following Gene’s appointment as CEO, I will no longer maintain an executive role in the Company but will continue in my function as Chairman of the Board of Directors,” concluded Dr. Islam.

 

Gene Mack, newly appointed CEO of Gain, added, “I am honored by the opportunity to lead the passionate team we have here at Gain – a team that I have grown very fond of after experiencing firsthand during 2024 how uniformly committed everyone is to our mission of developing truly disease-altering treatments that go beyond temporary symptom relief. I look forward to providing continuing support and contributing to the impressive work being done by my colleagues at Gain as we guide our lead candidate, GT-02287, through the currently ongoing Phase 1b trial in people with Parkinson’s Disease during the first half of 2025, while also preparing for potential Phase 2 activities during the second half of 2025.”

 

 

Gene has over 25 years of experience in the life sciences sector spanning clinical research, financing and capital markets, investing, corporate strategy and business development. Prior to joining Gain, Gene was CFO at privately held Imcyse SA between 2021 and 2023. Prior to Imcyse, Gene was CFO at OncoC4, a privately held biotechnology company that spun out of Merck & Co’s (MSD) acquisition of OncoImmune in 2020 where he had also been CFO. Before that, he has held the CFO role for several development- and commercial-stage biopharmaceutical companies. Prior to his operational experience, Gene covered the biotechnology and life sciences sector as a senior publishing analyst at various investment banks, including Gruntal & Co, Lazard, Mizuho, and HSBC. Gene received his BS in Biochemistry and MBA in Finance from Fordham University.

 

About GT-02287

 

Gain Therapeutics’ lead drug candidate, GT-02287, is in clinical development for the treatment of Parkinson’s disease (PD) with or without a GBA1 mutation. The orally administered, brain-penetrant small molecule is an allosteric protein modulator that restores the function of the lysosomal protein enzyme glucocerebrosidase (GCase) which becomes misfolded and impaired due to mutations in the GBA1 gene, the most common genetic abnormality associated with PD, or other age-related stress factors. In preclinical models of PD, GT-02287 restored GCase enzymatic function, reduced aggregated α-synuclein, neuroinflammation and neuronal death, and improved motor function and cognitive performance. Additionally, GT-02287 significantly reduced plasma neurofilament light chain (NfL) levels, an emerging biomarker for neurodegeneration.

 

Compelling preclinical data in models of both GBA1-PD and idiopathic PD, demonstrating a disease-modifying effect after administration of GT-02287, suggests that GT-02287 may have the potential to slow or stop the progression of Parkinson’s disease.

 

Gain’s lead program in Parkinson’s disease has been awarded funding support from The Michael J. Fox Foundation for Parkinson’s Research (MJFF) and The Silverstein Foundation for Parkinson’s with GBA, as well as from the Eurostars-2 joint program with co-funding from the European Union Horizon 2020 research and Innosuisse – Swiss Innovation Agency.

 

About Gain Therapeutics, Inc.

 

Gain Therapeutics, Inc. is a clinical-stage biotechnology company leading the discovery and development of next generation allosteric therapies. Gain’s lead drug candidate, GT-02287 is currently being evaluated for the treatment of Parkinson’s disease with or without a GBA1 mutation. Results from a Phase 1 study of GT-02287 in healthy volunteers demonstrated favorable safety and tolerability, plasma exposure in the projected therapeutic range, CNS exposure, and target engagement and modulation of GCase enzyme.

 

 

Gain’s unique approach enables the discovery of novel, allosteric small molecule modulators that can restore or disrupt protein function. Deploying its highly advanced Magellan™ platform, Gain is accelerating drug discovery and unlocking novel disease-modifying treatments for untreatable or difficult-to-treat disorders including neurodegenerative diseases, rare genetic disorders and oncology.

 

Forward-Looking Statements

 

This release contains “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are typically preceded by words such as “believes,” “expects,” “anticipates,” “intends,” “will,” “may,” “should,” or similar expressions. These forward-looking statements reflect management’s current knowledge, assumptions, judgment and expectations regarding future performance or events. Although management believes that the expectations reflected in such statements are reasonable, they give no assurance that such expectations will prove to be correct or that those goals will be achieved, and you should be aware that actual results could differ materially from those contained in the forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, statements regarding: the development of the Company’s current or future product candidates including GT-02287; expectations regarding the timing of results from a Phase 1b clinical study for GT-02287; expectations regarding the timing of patient enrollment for a Phase 1b clinical study for GT-02287; and the potential therapeutic and clinical benefits of the Company’s product candidates. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the Company’s business in general, please refer to the Company’s Form 10-K for the year ended December 31, 2023 and Form 10-Q for the quarter ended September 30, 2024. All forward-looking statements are expressly qualified in their entirety by this cautionary notice. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this release. We have no obligation, and expressly disclaim any obligation, to update, revise or correct any of the forward-looking statements, whether as a result of new information, future events or otherwise.

 

Investor Contacts:

 

Apaar Jammu and Chuck Padala
ajammu@gaintherapeutics.com
chuck@lifesciadvisors.com

 

Media Contacts:

 

Russo Partners
Nic Johnson and Elio Ambrosio
nic.johnson@russopartnersllc.com
elio.ambrosio@russopartnersllc.com
(760) 846-9256

 

 

v3.24.4

Cover	Jan. 06, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 06, 2025
Entity File Number	001-40237
Entity Registrant Name	Gain Therapeutics, Inc.
Entity Central Index Key	0001819411
Entity Tax Identification Number	85-1726310
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4800 Montgomery Lane
Entity Address, Address Line Two	Suite 220
Entity Address, City or Town	Bethesda
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20814
City Area Code	301
Local Phone Number	500-1556
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	GANX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

---