Gain Therapeutics Enters Material Definitive Agreement

TL;DR

Gain Therapeutics signed a big deal, filing shows. Details TBD.

AI Summary

Gain Therapeutics, Inc. announced on June 13, 2024, that it entered into a material definitive agreement. The filing also includes financial statements and exhibits, and a Regulation FD disclosure. Specific details of the agreement and financial figures are not provided in this excerpt.

Why It Matters

This filing indicates a significant new contract or partnership for Gain Therapeutics, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which often involves significant financial commitments or strategic shifts, but lacks specific details to fully assess the risk.

Key Players & Entities

• Gain Therapeutics, Inc. (company) — Registrant
• June 13, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 GANX The Nasdaq Stock Market LLC It
• $1.35 — mmon Stock, at a price to the public of $1.35 per share and $1.3499 per Pre-Funded Wa
• $1.3499 — ce to the public of $1.35 per share and $1.3499 per Pre-Funded Warrant (the " Offering
• $10.1 m — fering are expected to be approximately $10.1 million, after deducting underwriting dis
• $1.6875 — be exercisable at an exercise price of $1.6875 per share and are exercisable during th

Filing Documents

• tm2416858d2_8k.htm (8-K) — 37KB
• tm2416858d2_ex1-1.htm (EX-1.1) — 271KB
• tm2416858d2_ex4-1.htm (EX-4.1) — 98KB
• tm2416858d2_ex4-2.htm (EX-4.2) — 96KB
• tm2416858d2_ex5-1.htm (EX-5.1) — 12KB
• tm2416858d2_ex99-1.htm (EX-99.1) — 11KB
• tm2416858d2_ex99-2.htm (EX-99.2) — 13KB
• tm2416858d2_ex5-1img001.jpg (GRAPHIC) — 4KB
• tm2416858d2_ex5-1img002.jpg (GRAPHIC) — 4KB
• tm2416858d2_ex99-1img001.jpg (GRAPHIC) — 4KB
• tm2416858d2_ex99-2img001.jpg (GRAPHIC) — 4KB
• 0001104659-24-071801.txt ( ) — 866KB
• ganx-20240613.xsd (EX-101.SCH) — 3KB
• ganx-20240613_lab.xml (EX-101.LAB) — 33KB
• ganx-20240613_pre.xml (EX-101.PRE) — 22KB
• tm2416858d2_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On June 13, 2024, Gain Therapeutics, Inc., a Delaware corporation (the " Company "), entered into an underwriting agreement (the " Underwriting Agreement ") with Titan Partners Group LLC, a division of American Capital Partners, LLC, as the underwriter (the " Underwriter "), relating to the offering, issuance and sale of an aggregate of (i) 7,116,547 shares of the Company's common stock, par value $0.0001 per share (" Common Stock "), and (ii) pre-funded warrants (the " Pre-Funded Warrants ") exercisable for an aggregate of up to 1,031,602 shares of Common Stock, at a price to the public of $1.35 per share and $1.3499 per Pre-Funded Warrant (the " Offering "). The net proceeds to the Company from the Offering are expected to be approximately $10.1 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. The Pre-Funded Warrants are each exercisable for one share of Common Stock at an exercise price of $0.0001 per share and will expire when exercised in full. The Company is prohibited from effecting an exercise of any Pre-Funded Warrants to the extent that such exercise would result in the number of shares of Common Stock beneficially owned by such holder and its affiliates exceeding 4.99% (or 9.99% at election of the holder) of the total number of shares of Common Stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at the holder's election not to exceed 9.99%. The Offering is being made pursuant to the Company's effective registration statement on Form S-3 (File No. 333-265061) that was initially filed on May 18, 2022, and amended on May 23, 2022, and declared effective on June 1, 2022 (the " Registration Statement ") by the Securities and Exchange Commission (the " SEC ") and a prospectus supplement and accompanying prospectus filed with the SEC. Pursuant to the Underwriting Agr

01. Regulation

Item 7.01. Regulation FD Disclosure. On June 13, 2024, the Company issued two press releases regarding (i) the launch (the " Launch Press Release ") and (ii) the pricing of the Offering (the " Pricing Press Release "). Copies of the Launch Press Release and the Pricing Press Release are furnished hereto as Exhibit 99.1 and Exhibit 99.2, respectively. The information in this Current Report on Form 8-K under Item 7.01, including the information contained in Exhibits 99.1 and 99.2, is being furnished to the SEC and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing. Cautionary Statement Regarding Forward-Looking Statements Current Report on Form 8-K regarding matters that are not historical facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may involve risks and uncertainties, such as statements related to the anticipated closing of the Offering and the amount of proceeds expected from the Offering. The risks and uncertainties involved include the Company's ability to satisfy certain conditions to closing on a timely basis or at all, as well as other risks detailed from time to time in the Company's SEC filings, including in its annual report on Form 10-K filed with the SEC on March 23, 2023, the preliminary prospectus supplement filed with the SEC on June 13, 2024, and the final prospectus supplement to be filed with the SEC.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1* Underwriting Agreement, dated June 13, 2024, by and between Gain Therapeutics, Inc. and Titan Partners Group, LLC, as Underwriter. 4.1* Form of Pre-Funded Warrant. 4.2* Form of Underwriter Warrant. 5.1* Opinion of Lowenstein Sandler LLP. 23.1* Consent of Lowenstein Sandler LLP (contained in Exhibit 5.1). 99.1** Launch Press Release dated June 13, 2024. 99.2** Pricing Press Release dated June 13, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed Herewith ** Exhibit is being furnished as part of this Current Report on Form 8-K. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GAIN THERAPEUTICS, INC. Dated: June 14, 2024 By: /s/ Gene Mack Name: Gene Mack Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR