Gain Therapeutics Appoints New CMO, Director

TL;DR

Gain Therapeutics brings in new CMO and board member, effective Jan 6.

AI Summary

Gain Therapeutics, Inc. announced on January 6, 2025, the appointment of Dr. Marcella R. Ridgeway as Chief Medical Officer and the election of Ms. Jennifer L. Jones to its Board of Directors. The company also disclosed compensatory arrangements for its officers. These changes are effective immediately.

Why It Matters

The appointment of a new Chief Medical Officer and a board member can signal strategic shifts in the company's R&D focus and corporate governance.

Risk Assessment

Risk Level: low — This filing primarily concerns executive and board appointments, which are standard corporate governance events.

Key Players & Entities

• Gain Therapeutics, Inc. (company) — Registrant
• Dr. Marcella R. Ridgeway (person) — Appointed Chief Medical Officer
• Ms. Jennifer L. Jones (person) — Elected to Board of Directors
• January 6, 2025 (date) — Effective date of appointments

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value GANX The NASDAQ Stock Marke
• $500,000 — is entitled to an annual base salary of $500,000 and is eligible for an annual incentive
• $2 — s common stock, at an exercise price of $2.44, with 25% vesting on the first anniv

Filing Documents

• tm252048d1_8k.htm (8-K) — 39KB
• tm252048d1_ex10-1.htm (EX-10.1) — 90KB
• tm252048d1_ex99-1.htm (EX-99.1) — 17KB
• tm252048d1_ex99-1img001.jpg (GRAPHIC) — 9KB
• 0001104659-25-001711.txt ( ) — 362KB
• ganx-20250106.xsd (EX-101.SCH) — 3KB
• ganx-20250106_lab.xml (EX-101.LAB) — 33KB
• ganx-20250106_pre.xml (EX-101.PRE) — 22KB
• tm252048d1_8k_htm.xml (XML) — 4KB

02. Departure

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 "Disab

01

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.

Financial Statements and Exhibits

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

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

View Full Filing

View this 8-K filing on SEC EDGAR