Gain Therapeutics, Inc.
For the period ended Dec 31, 2025. Filed Mar 26, 2026.
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FY2025 · Filed Mar 26, 2026
GANX$1.08-0.9%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
Documents Filed as Part of this Report
| (1) | All Financial Statements |
| | | |
|---|---|---|
| Index to Consolidated Financial Statements | | Page |
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 1460) | | 84 |
| Consolidated Balance Sheets | | 85 |
| Consolidated Statements of Operations | | 86 |
| Consolidated Statements of Comprehensive Loss | | 87 |
| Consolidated Statements of Changes in Stockholders’ Equity | | 88 |
| Consolidated Statements of Cash Flows | | 89 |
| Notes to Consolidated Financial Statements | | 90 |
| (2) | Financial Statement Schedules |
All financial statement scheduled have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of this schedule, or because the information required is in the consolidated financial statements and accompanying notes included in this Form 10-K.
| (3) | Exhibits Required by Item 601 of Regulation S-K |
| · · · · Incorporated by Reference | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ExhibitNumber | | Exhibit | | Form | | File No. | | Exhibit | | Filing Date |
| | | | | | | | | | | |
| 3.1 | | Amended and Restated Certificate of Incorporation of Gain Therapeutics, Inc. | | 8-K | | 001-40237 | | 3.1 | | 3/17/2021 |
| 3.2 | | Amended and Restated Bylaws of Gain Therapeutics, Inc. | | 8-K | | 001-40237 | | 3.2 | | 3/17/2021 |
| 3.3 | | Certificate of Amendment of Amended and Restated Certificate of Incorporation of Gain Therapeutics, Inc., filed with the Secretary of State of the State of Delaware on June 24, 2025. | | 8-K | | 001-40237 | | 3.1 | | 6/24/2025 |
| 4.1* | | Description of Securities. | | | | | | | | |
| 4.2 | | Investors’ Rights Agreement, dated as of July 20, 2020, by and among Gain Therapeutics, Inc. and certain holders of its capital stock. | | S-1 | | 333-253303 | | 4.2 | | 2/19/2021 |
| 4.3 | | Form of Warrant. | | 8-K | | 001-40237 | | 4.1 | | 11/22/2023 |
| 4.4 | | Form of Private Warrant. | | 8-K | | 001-40237 | | 4.2 | | 11/22/2023 |
| 4.5 | | Form of Underwriter’s Warrant. | | 8-K | | 001-40237 | | 4.3 | | 11/22/2023 |
| 4.6 | | Form of Pre-Funded Warrant. | | 8-K | | 001-40237 | | 4.4 | | 11/22/2023 |
| 4.7 | | Warrant Agent Agreement by and between Gain Therapeutics, Inc. and Pacific Stock Transfer Company. | | 8-K | | 001-40237 | | 4.5 | | 11/22/2023 |
| 4.8 | | Form of Placement Agent Warrant. | | 8-K | | 001-40237 | | 4.6 | | 11/22/2023 |
| 4.9 | | Form of Warrant issued in July 2025 offering. | | 8-K | | 001-40237 | | 4.1 | | 7/17/2025 |
| 4.10 | | Form of Underwriter’s Warrant issued in July 2025 offering. | | 8-K | | 001-40237 | | 4.2 | | 7/17/2025 |
| 4.11 | | Form of Warrant Agent Agreement, by and between Gain Therapeutics, Inc. and Pacific Stock Transfer Company. | | 8-K | | 001-40237 | | 4.3 | | 7/17/2025 |
| 10.1+ | | Form of Indemnification Agreement for Officers and Directors. | | S-1/A | | 333-253303 | | 10.2 | | 3/10/2021 |
| 10.2+ | | 2020 Omnibus Incentive Plan. | | S-1/A | | 333-253303 | | 10.1 | | 3/10/2021 |
| 10.3+ | | Gain Therapeutics, Inc. 2021 Inducement Equity Incentive Plan. | | 8-K | | 001-40237 | | 10.1 | | 12/28/2021 |
| 10.4+ | | Form of Stock Option Agreement under the 2021 Inducement Plan. | | 8-K | | 001-40237 | | 10.2 | | 12/28/2021 |
| 10.5 | | Minoryx Agreement between Minoryx Therapeutics, S.L. and GT Gain Therapeutics SA. | | S-1 | | 333-253303 | | 10.3 | | 2/19/2021 |
| 10.6 | | Form of Exchange Agreement. | | S-1 | | 333-253303 | | 10.10 | | 2/19/2021 |
| 10.7 | | Form of Placement Agent Warrant. | | S-1 | | 333-253303 | | 10.11 | | 2/19/2021 |
| · · · · Incorporated by Reference | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ExhibitNumber | | Exhibit | | Form | | File No. | | Exhibit | | Filing Date |
| | | | | | | | | | | |
| 10.8+ | | Gain Therapeutics Inc. 2021 Inducement Equity Incentive Plan Restricted Stock Unit Award Agreement. | | S-8 | | 333-266142 | | 4.5 | | 7/15/2022 |
| 10.9+ | | Gain Therapeutics Inc. 2022 Equity Incentive Plan. | | S-8 | | 333-266142 | | 4.6 | | 7/15/2022 |
| 10.10+ | | Gain Therapeutics Inc. RSU Award Grant Notice and Award Agreement (2022 Equity Incentive Plan). | | S-8 | | 333-266142 | | 4.7 | | 7/15/2022 |
| 10.11+ | | Gain Therapeutics Inc. Stock Option Grant Notice and Award Agreement (2022 Equity Incentive Plan). | | S-8 | | 333-266142 | | 4.8 | | 7/15/2022 |
| 10.12 | | Form of Indemnification Agreement for Officers and Directors. | | 10-Q | | 001-40237 | | 10.3 | | 8/10/2023 |
| 10.13 | | Form of Indemnification Agreement for Officers and Directors. | | 10-Q | | 001-40237 | | 10.3 | | 11/14/2023 |
| 10.14 | | Form of Securities Purchase Agreement. | | 8-K | | 001-40237 | | 10.1 | | 11/22/2023 |
| 10.15+ | | Separation Agreement, by and between the Company and Matthias Alder, dated June 27, 2024. | | 10-Q | | 001-40237 | | 10.2 | | 11/14/2024 |
| 10.16 | | Distribution Agreement, by and between the Company and Oppenheimer & Co. Inc., dated September 6, 2024. | | 8-K | | 001-40237 | | 1.1 | | 9/6/2024 |
| 10.17+ | | Amended and Restated Employment Agreement by and between the Company and Gene Mack, dated January 6, 2025. | | 8-K | | 001-40237 | | 10.1 | | 1/7/2025 |
| 10.18+ | | Employment Agreement, by and between the Company and Gianluca Fuggetta, dated March 24, 2025. | | 10-K | | 001-40237 | | 10.18 | | 3/27/2025 |
| 10.19 | | Underwriting Agreement, dated July 16, 2025, by and between Gain Therapeutics, Inc. and Newbridge Securities Corporation. | | 8-K | | 001-40237 | | 1.1 | | 7/17/2025 |
| 19.1 | | Insider Trading Policy. | | 10-K | | 001-40237 | | 19.1 | | 3/27/2025 |
| 21.1 | | Subsidiaries of Registrant. | | 10-K | | 001-40237 | | 21.1 | | 3/27/2025 |
| 23.1* | | Consent of Independent Registered Public Accounting Firm. | | | | | | | | |
| 24.1* | | Power of Attorney (included in the signature pages attached to this Annual Report on Form 10-K). | | | | | | | | |
| 31.1* | | Section 302 Certification of Chief Executive Officer. | | | | | | | | |
| 31.2* | | Section 302 Certification of Principal Financial Officer. | | | | | | | | |
| 32.1** | | Section 906 Certification of Chief Executive Officer and Principal Financial Officer. | | | | | | | | |
| 97.1+ | | Clawback Policy. | | 10-K | | 001-40237 | | 97.1 | | 3/26/2024 |
| 101.INS* | | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | | | | | | | |
| 101.SCH* | | Inline XBRL Taxonomy Extension Schema Document. | | | | | | | | |
| 101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | | | | | | | | |
| 101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase Document. | | | | | | | | |
| 101.LAB* | | Inline XBRL Taxonomy Extension Label Linkbase Document. | | | | | | | | |
| 101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | | | | | | | | |
| 104* | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | | | | | | | | |
- Management contract or compensatory plan or arrangement.
- Filed herewith
**This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
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