Gain Therapeutics Files 8-K for Material Agreement

TL;DR

Gain Therapeutics just filed an 8-K for a big deal, details TBD.

AI Summary

Gain Therapeutics, Inc. filed an 8-K on September 6, 2024, to report a material definitive agreement and financial statements. The filing does not disclose specific details of the agreement or financial figures within the provided text.

Why It Matters

This filing indicates a significant business development for Gain Therapeutics, potentially impacting its operations and future financial performance.

Risk Assessment

Risk Level: medium — The filing itself is routine, but the lack of disclosed details about the material agreement introduces uncertainty.

Key Players & Entities

• Gain Therapeutics, Inc. (company) — Registrant
• September 6, 2024 (date) — Filing Date
• Delaware (jurisdiction) — State of Incorporation
• 4800 Montgomery Lane, Suite 220 Bethesda, Maryland 20814 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 GANX The Nasdaq Stock Market LLC It
• $50.0 million — ng an aggregate offering price of up to $50.0 million (the " Shares ") through Oppenheimer (t

Filing Documents

• tm2423330d2_8k.htm (8-K) — 30KB
• tm2423330d2_ex1-1.htm (EX-1.1) — 252KB
• tm2423330d2_ex5-1.htm (EX-5.1) — 9KB
• 0001104659-24-097781.txt ( ) — 527KB
• ganx-20240906.xsd (EX-101.SCH) — 3KB
• ganx-20240906_lab.xml (EX-101.LAB) — 33KB
• ganx-20240906_pre.xml (EX-101.PRE) — 22KB
• tm2423330d2_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 6, 2024, Gain Therapeutics, Inc. (the " Company ") entered into an Equity Distribution Agreement (the " Distribution Agreement ") with Oppenheimer & Co. Inc., serving as agent (" Oppenheimer ") with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.0001 per share (the " Common Stock "), having an aggregate offering price of up to $50.0 million (the " Shares ") through Oppenheimer (the " Offering "). Any Shares offered and sold in the Offering will be issued pursuant to the Company's shelf Registration Statement on Form S-3 (File No. 333-265061) filed with the Securities and Exchange Commission (the " SEC ") on May 18, 2022, which was declared effective on June 1, 2022, the related prospectus contained therein, and the prospectus supplement relating to the Offering to be filed with the SEC on September 6, 2024. Oppenheimer may sell the Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 of the Securities Act of 1933, as amended (the " Securities Act "), including, without limitation, sales made through The Nasdaq Capital Market (" Nasdaq ") or on any other existing trading market for the Common Stock. The Company has no obligation to sell any Shares and may at any time suspend offers under or terminate the Distribution Agreement in accordance with its terms. Oppenheimer will use commercially reasonable efforts to sell the Shares from time to time consistent with its normal sales practices and applicable federal rules, regulations and Nasdaq rules, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay Oppenheimer a commission equal to 3.0% of the gross sales proceeds of any Shares sold through Oppenheimer under t

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Distribution Agreement, dated September 6, 2024, by and between Gain Therapeutics, Inc. and Oppenheimer & Co. Inc. 5.1 Opinion of Lowenstein Sandler LLP. 23.1 Consent of Lowenstein Sandler LLP (contained in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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: September 6, 2024 By: /s/ Gene Mack Name: Gene Mack Title: Chief Financial Officer and Interim Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR