Gain Therapeutics, Inc.

On January 21, 2026, Andrew Schwartzberg filed a complaint (the “Original Complaint”) against the Company and Gene Mack in the United States District Court for the District of Delaware. The Original Complaint alleged that we and Mr. Mack failed to honor an alleged agreement to amend the exercise price of Mr. Schwartzberg’s outstanding warrants, which agreement the Original Complaint alleges was made to induce Mr. Schwartzberg’s further investment in the Company. We and Mr. Mack moved to dismiss the Original Complaint on March 31, 2026. In response to that dismissal motion, on April 14, 2026, Mr. Schwartzberg filed an amended complaint (the “Amended Complaint”) that asserts the following claims: (1) breach of contract against the Company; (2) fraudulent inducement against us and Mr. Mack; (3) promissory estoppel against us and Mr. Mack; and (4) breach of the implied covenant of good faith and fair dealing against the Company. The Amended Complaint seeks the following relief: (1) monetary damages in excess of $3.1 million; and (2) pre- and post-judgment interest. On April 28, 2026, we and Mr. Mack filed a motion to dismiss the Amended Complaint. On October 26, 2026, the Court issued a Memorandum Opinion denying the motion to dismiss. On November 9, 2026, we and Mr. Mack filed our answer to the Amended Complaint. Discovery is ongoing. We and Mr. Mack intend to vigorously defend against the action.