16 unchanged sentences
OTHER INFORMATION
−Removed: Not applicable .
+Added: (a) On March 24, 2025, we entered into an Employment Agreement with Gianluca Fuggetta, our Principal Financial Officer (the “Fuggetta Employment Agreement”).
+Added: Pursuant to the Fuggetta Employment Agreement, Mr.
+Added: 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.
+Added: Further, if we terminate Mr.
+Added: Fuggetta without good cause, we will pay to Mr.
+Added: Fuggetta severance equal to six months base salary.
+Added: If we terminate Mr.
+Added: Fuggetta within 12 months following a change in control without good cause, the gross severance will equal to 12 months of his annual base salary.
+Added: The foregoing description of the Fuggetta Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Fuggetta Employment Agreement, a copy of which is filed as Exhibit 10.18 to this Annual Report on Form 10-K and is incorporated by reference herein.
+Added: (b) During the fiscal quarter ended December 31, 2024, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement ” as each term is defined in Item 408(c) of Regulation S-K.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
3 unchanged sentences
If the Proxy Statement is not filed with the SEC within 120 days after the end of our most recent fiscal year, we will provide such information by means of an amendment to this Annual Report on Form 10-K.
−Removed: Code of Ethics
−Removed: Our board of directors has adopted the Gain Therapeutics, Inc.
−Removed: Code of Business Conduct and Ethics, or Code of Ethics, that applies to all officers, directors and employees.
−Removed: This includes our principal executive officer, principal financial officer and principal accounting officer or controller or persons performing similar functions.
−Removed: The nominating and corporate governance committee is responsible for overseeing the Code of Ethics and must approve any waivers of the Code of Ethics for our employees, executive officers and directors.
−Removed: The Code of Business Conduct and Ethics is available on our website at www.gaintherapeutics.com.
−Removed: If we make any substantive amendments to the Code of Ethics or grant any waiver from a provision of the Code of Ethics to the principal executive officer, principal financial officer and principal accounting officer or controller or persons performing similar functions, we will promptly disclose the nature of the amendment or waiver on our website.
−Removed: Information contained on, or that can be accessed through, our website is not incorporated by reference into this Annual Report, and you should not consider information on our website to be part of this Annual Report.
EXECUTIVE COMPENSATION
26 unchanged sentences
and GT Gain Therapeutics SA .
−Removed: Executive Employment Agreement, effective as of July 20, 2020, between Gain Therapeutics, Inc.
−Removed: Executive Employment Agreement, effective as of November 2, 2020, between Gain Therapeutics, Inc.
−Removed: and Salvatore Calabrese .
−Removed: Executive Employment Agreement, effective as of October 15, 2021, between Gain Therapeutics, Inc.
−Removed: and Matthias Alder.
Form of Exchange Agreement .
8 unchanged sentences
Stock Option Grant Notice and Award Agreement (2022 Equity Incentive Plan).
−Removed: Transition Agreement, between Gain Therapeutics, Inc.
−Removed: and Eric Richman, dated September 19, 2022.
−Removed: Consulting Agreement, between Gain Therapeutics, Inc.
−Removed: and Eric Richman, dated September 20, 2022 (included as Exhibit A to the Transition Agreement).
−Removed: Amended and Restated Employment Agreement, between Gain Therapeutics, Inc.
−Removed: and Matthias Alder, dated September 20, 2022.
−Removed: Emloyment Agreement, by and between the Company and Evan Ballantyne, dated April 10, 2023.
−Removed: Separation Agreement and Release, by and between GT Gain Therapeutics SA and Salvatore Calabrese, dated April 27, 2023.
Form of Indemnification Agreement for Officers and Directors.
1 unchanged sentence
Form of Securities Purchase Agreement.
+Added: Separation Agreement, by and between the Company and Matthias Alder, dated June 27, 2024.
+Added: Distribution Agreement, by and between the Company and Oppenheimer & Co.
+Added: Inc., dated September 6, 2024
+Added: Amended and Restated Employment Agreement by and between the Company and Gene Mack, dated January 6, 2025.
+Added: Employment Agreement, by and between the Company and Gianluca Fuggetta, dated March 24, 2025
+Added: Insider Trading Policy
Subsidiaries of Registrant.
2 unchanged sentences
Section 302 Certification of Chief Executive Officer.
−Removed: Incorporated by Reference
−Removed: Section 302 Certification of Chief Financial Officer.
−Removed: Section 906 Certification of Chief Executive Officer and Chief Financial Officer.
+Added: Section 302 Certification of Principal Financial Officer.
+Added: Section 906 Certification of Chief Executive Officer and Principal Financial Officer.
Clawback Policy
+Added: Incorporated by Reference
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.
5 unchanged sentences
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
−Removed: Filed herewith.
+ Management contract or compensatory plan or arrangement.
5 unchanged sentences
March 27, 2025
−Removed: /s/ Matthias Alder
−Removed: Matthias Alder
+Added: /s/ Gene Mack
Chief Executive Officer
3 unchanged sentences
Gianluca Fuggetta
−Removed: Finance Vice President
+Added: Senior Vice President Finance
( Principal Financial Officer and Principal Accounting Officer )
POWER OF ATTORNEY
−Removed: We, the undersigned directors and officers of Gain Therapeutics, Inc., hereby severally constitute and appoint Matthias Alder and Gianluca Fuggetta, and each of them singly, our true and lawful attorneys, with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below, all amendments to this Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of us might or could do in person, and hereby ratifying and confirming all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.
+Added: We, the undersigned directors and officers of Gain Therapeutics, Inc., hereby severally constitute and appoint Gene Mack and Gianluca Fuggetta, and each of them singly, our true and lawful attorneys, with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below, all amendments to this Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of us might or could do in person, and hereby ratifying and confirming all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
March 27, 2025
−Removed: /s/ Matthias Alder
−Removed: Matthias Alder
+Added: /s/ Gene Mack
Chief Executive Officer and Director
3 unchanged sentences
Gianluca Fuggetta
−Removed: Finance Vice President
+Added: Senior Vice President Finance
(Principal Financial Officer and Principal Accounting Officer)
19 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.