Gain Therapeutics Inc 2024年度报告

FORM10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACTOF 1934 For the transition period fromto GAIN THERAPEUTICS,INC.(Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"and "emerging growth company" in Rule 12b-2 of the Exchange Act: If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☒ The aggregate market value of the common equity held by non-affiliates of the Registrant on June 30, 2024 (the last business day of theRegistrant’s second fiscal quarter), based upon the closing price of $1.28 of the Registrant’s common stock as reported on the Nasdaq GlobalMarket, was approximately $30.8million. As of February 28, 2025,27,786,952shares of the registrant's Common Stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE The information required by Part III of this Annual Report on Form 10-K, to the extent not set forth herein, is incorporated by referencefrom the Registrant’s definitive proxy statement for the 2025 Annual Meeting of Stockholders, which will be filed with the Securities andExchange Commission within 120 days of the Registrant’s fiscal year ended December 31, 2024. GAIN THERAPEUTICS, INC.ANNUAL REPORT FORM 10-KTABLE OF CONTENTS PageCautionary Note Regarding Forward Looking Statements3 Item 16.Form 10-K Summary119 Unless the context suggests otherwise, references in this Annual Report on Form 10-K, or the Annual Report, to“Gain,” the “Company,” “we,” “us,” and “our” refer to Gain Therapeutics, Inc. and, where appropriate, itswholly owned subsidiaries. Magellan™ is our trademark. All other brand names and service marks, trademarks and other trade namesappearing in this Annual Report are the property of their respective owners. CAUTIONARY NOTE REGARDING FORWARD-LOOKINGSTATEMENTS This Annual Report on Form10-K contains forward-looking statements which are madepursuant to the safe harbor provisions of Section27A of the Securities Act of 1933, as amended (the“Securities Act”), and Section21E of the Securities Exchange Act of 1934, as amended (the“Exchange Act”). These forward-looking statements can be identified by the fact that they do notrelate strictly to historical or current facts and are often characterized by the use of words such as“aim”, “believe,” “can,” “could,” “potential,” “plan,” “predict,” “goals,” “seek,” “should,” “may,”“may have,” “would,” “estimate,” “continue,” “anticipate,” “intend,” “expect” or the negative ofthese terms, other comparable terminology or by discussions of st