Gain Therapeutics Inc

For the period ended Dec 31, 2023. Filed Mar 26, 2024.

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Mar 26, 2024

GANX$1.08-0.9%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibits and Financial Statement Schedules

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· · 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
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
10.1+	Form of Indemnification Agreement for Officers and Directors.	S-1/A	333-253303	10.3	3/10/2021
10.2+	2020 Omnibus Incentive Plan.	S-1/A	333-253303	10.2	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+	Executive Employment Agreement, effective as of July 20, 2020, between Gain Therapeutics, Inc. and Eric I. Richman.	S-1	333-253303	10.4	2/19/2021
10.7+	Executive Employment Agreement, effective as of November 2, 2020, between Gain Therapeutics, Inc. and Salvatore Calabrese.	S-1	333-253303	10.8	2/19/2021
10.8+	Executive Employment Agreement, effective as of October 15, 2021, between Gain Therapeutics, Inc. and Matthias Alder.	10-K	001-40237	10.8	3/25/2022
10.9	Form of Exchange Agreement.	S-1	333-253303	10.10	2/19/2021
10.10	Form of Placement Agent Warrant.	S-1	333-253303	10.11	2/19/2021
10.11 +	Gain Therapeutics Inc. 2021 Inducement Equity Incentive Plan Restricted Stock Unit Award Agreement.	S-8	333-266142	4.5	7/15/2022
10.12+	Gain Therapeutics Inc. 2022 Equity Incentive Plan.	S-8	333-266142	4.6	7/15/2022
10.13+	Gain Therapeutics Inc. RSU Award Grant Notice and Award Agreement (2022 Equity Incentive Plan).	S-8	333-266142	4.7	7/15/2022
10.14+	Gain Therapeutics Inc. Stock Option Grant Notice and Award Agreement (2022 Equity Incentive Plan).	S-8	333-266142	4.8	7/15/2022
10.15+	Transition Agreement, between Gain Therapeutics, Inc. and Eric Richman, dated September 19, 2022.	8-K	001-40237	10.1	9/19/2022
10.16+	Consulting Agreement, between Gain Therapeutics, Inc. and Eric Richman, dated September 20, 2022 (included as Exhibit A to the Transition Agreement).	8-K	001-40237	10.2	9/19/2022
10.17+	Amended and Restated Employment Agreement, between Gain Therapeutics, Inc. and Matthias Alder, dated September 20, 2022.	8-K	001-40237	10.3	9/19/2022
10.18+	Emloyment Agreement, by and between the Company and Evan Ballantyne, dated April 10, 2023.	8-K	001-40237	10.1	4/12/2023
10.19+	Separation Agreement and Release, by and between GT Gain Therapeutics SA and Salvatore Calabrese, dated April 27, 2023.	8-K	001-40237	10.1	4/28/2023
10.20	Form of Indemnification Agreement for Officers and Directors.	10-Q	001-40237	10.3	8/10/2023
10.21	Form of Indemnification Agreement for Officers and Directors.	10-Q	001-40237	10.3	11/14/2023
10.22	Form of Securities Purchase Agreement.	8-K	001-40237	10.1	11/22/2023
21.1+	Subsidiaries of Registrant.	S-1	333-253303	4.2	2/19/2021
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.


		Incorporated by Reference
ExhibitNumber	Exhibit	Form	File No.	Exhibit	Filing Date

31.2*	Section 302 Certification of Chief Financial Officer.
32.1**	Section 906 Certification of Chief Executive Officer and Chief Financial Officer.
97.1*+	Clawback Policy
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).	Filed herewith.

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.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.