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| CIK | 1819411 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Gain Therapeutics, Inc.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| August 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 12, 2025 |
Exhibit 99.1 Gain Therapeutics Reports Financial Results for Second Quarter 2025 and Provides Corporate Update Reached full enrolment of Phase 1b study evaluating GT-02287 in Parkinson’s Disease (PD) with or without GBA1 mutations during 2Q 2025, earlier than anticipated Analysis of functional changes and biomarker activity at 90 days will be available during 4Q 2025 In July 2025 following the clo |
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| August 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 12, 2025 Gain Therapeutics, Inc. (Exact Name of the Registrant as Specified in Charter) Delaware 001-40237 85-1726310 (State or Other Jurisdiction of Incorporation) (Commission |
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| July 17, 2025 |
Gain Therapeutics Announces Pricing of $7.0 Million Public Offering Exhibit 99.2 Gain Therapeutics Announces Pricing of $7.0 Million Public Offering BETHESDA, Md., July 16, 2025 (GLOBE NEWSWIRE) - Gain Therapeutics, Inc. (Nasdaq: GANX) (“Gain”, or the “Company”), a clinical-stage biotechnology company leading the discovery and development of the next generation of allosteric small molecule therapies, today announced the pricing of an underwritten public offering o |
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| July 17, 2025 |
Exhibit 4.1 COMMON STOCK PURCHASE WARRANT GAIN THERAPEUTICS, inc. Warrant Shares: Initial Issue Date: July 17, 2025 Initial Exercise Date: July 17, 2025 CUSIP: 36269B 121 ISIN: US36269B1219 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cede & Co. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the con |
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| July 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 15, 2025 Gain Therapeutics, Inc. (Exact Name of the Registrant as Specified in Charter) Delaware 001-40237 85-1726310 (State or Other Jurisdiction of Incorporation) (Commission F |
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| July 17, 2025 |
Exhibit 4.3 WARRANT AGENT AGREEMENT WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of July 17, 2025 (the “Issuance Date”) between Gain Therapeutics, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and Pacific Stock Transfer Company, a Nevada Corporation (the “Warrant Agent”). WHEREAS, pursuant to the terms of that certain Underwriting Agreement (“ |
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| July 17, 2025 |
Exhibit 4.2 NEITHER THIS PURCHASE WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT PURSUANT TO AN EFFECTIVE R |
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| July 17, 2025 |
Gain Therapeutics Announces Proposed Public Offering Exhibit 99.1 Gain Therapeutics Announces Proposed Public Offering BETHESDA, Md., July 15, 2025 (GLOBE NEWSWIRE) - Gain Therapeutics, Inc. (Nasdaq: GANX) (“Gain”, or the “Company”), a clinical-stage biotechnology company leading the discovery and development of the next generation of allosteric small molecule therapies, today announced that it is proposing to offer and sell, subject to market condi |
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| July 17, 2025 |
Exhibit 1.1 Execution Version UNDERWRITING AGREEMENT between GAIN THERAPEUTICS, INC. and NEWBRIDGE SECURITIES CORPORATION July 16, 2025 Newbridge Securities Corporation 1200 North Federal Highway, Suite 400 Boca Raton, Florida 33432 Ladies and Gentlemen: The undersigned, Gain Therapeutics, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agree |
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| July 17, 2025 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-265061 PROSPECTUS SUPPLEMENT (To Prospectus Dated June 1, 2022) 4,501,640 Shares of Common Stock Common Warrants to purchase up to 2,250,820 Shares of Common Stock 2,250,820 Shares of Common Stock Underlying the Common Warrants We are offering 4,501,640 shares of our common stock, par value $0.0001 per share, and accompanyin |
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| July 15, 2025 |
SUBJECT TO COMPLETION, DATED JULY 15, 2025 TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed. |
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| June 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2025 Gain Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40237 85-1726410 (State or Other Jurisdiction of Incorporation) (Commission F |
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| June 24, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GAIN THERAPEUTICS, INC. A Delaware Corporation Pursuant to Section 242 of the General Corporation Law of the State of Delaware, Gain Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: 1. The name of the C |
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| June 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 24, 2025 GAIN THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40237 85-1726310 (State or other jurisdiction of incorporation) (Commission F |
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| May 28, 2025 |
Form of Subordinated Note (included in Exhibit 4.6) Exhibit 4.6 GAIN THERAPEUTICS, INC., as Issuer and ●, as Trustee INDENTURE Dated as of ● Subordinated Debt Securities CROSS REFERENCE SHEET1 Between Provisions of the Trust Indenture Act of 1939 and the Indenture to be dated as of , 20 between GAIN THERAPEUTICS, INC. and , as Trustee: Section of the Act Section of Indenture 310(a)(1) and (2) 5.08 310(a)(3) and (4) Inapplicable 310(b) 5.09(a), (b) |
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| May 28, 2025 |
Form of Senior Note (included in Exhibit 4.5) Exhibit 4.5 GAIN THERAPEUTICS, INC., as Issuer and ●, as Trustee INDENTURE Dated as of ● Senior Debt Securities CROSS REFERENCE SHEET1 Between Provisions of the Trust Indenture Act of 1939 and the Indenture to be dated as of , 20 between GAIN THERAPEUTICS, INC. and , as Trustee: Section of the Act Section of Indenture 310(a)(1) and (2) 5.08 310(a)(3) and (4) Inapplicable 310(b) 5.09(a), (b) and (d |
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| May 28, 2025 |
As filed with the Securities and Exchange Commission on May 28, 2025 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 28, 2025 Registration No. |
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| May 28, 2025 |
Exhibit 107 Calculation of Filing Fee Table S-3 (Form Type) Gain Therapeutics, Inc. |
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| May 14, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 14, 2025 Gain Therapeutics, Inc. (Exact Name of the Registrant as Specified in Charter) Delaware 001-40237 85-1726310 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| May 14, 2025 |
Exhibit 99.1 Gain Therapeutics Reports Financial Results for First Quarter 2025 and Provides Corporate Update First Biomarker Analysis from Phase 1b Study of GT-02287 in Parkinson’s Disease Expected Mid-2025 BETHESDA, Md., May 14, 2025 - Gain Therapeutics, Inc. (Nasdaq: GANX) (“Gain”, or the “Company”), a clinical-stage biotechnology company leading the discovery and development of the next genera |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defini |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defini |
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| April 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defini |
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| April 10, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2025 Gain Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40237 85-1726410 (State or Other Jurisdiction of Incorporation) (Commission |
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| April 10, 2025 |
Exhibit 99.2 Corporate Presentation September 2024 GAIN THERAPEUTICS Corporate Presentation April 2025 NASDAQ: GANX Certain statements set forth in this presentation are forward - looking andreflect the Company’s plans, beliefs, expectations and current views with respect to, among other things, future events and financial performance (collectively referred to herein as “forward - looking statemen |
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| April 10, 2025 |
Exhibit 99.1 Gain Therapeutics Presents Additional Preclinical Data and Design of Phase 1b Clinical Study of GT-02287 at AD/PD 2025 and Provides Enrollment Update GT-02287 oral presentation demonstrates new evidence of disease-modifying capacity in GBA1 and idiopathic Parkinson’s disease models Enrollment update provided for Phase 1b study Phase 1b study ongoing to assess safety, tolerability, pha |
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| March 27, 2025 |
Exhibit 19.1 Adopted by the Board of Directors on March 20, 2025. GAIN THERAPEUTICS, INC. INSIDER TRADING POLICY INTRODUCTION As a public company, one of our important ethical duties is to protect and properly use nonpublic information acquired during our service with Gain Therapeutics, Inc. (together with its subsidiaries, “Gain” or the “Company”). This Insider Trading Policy (the “Policy”) provi |
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| March 27, 2025 |
EXHIBIT 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES ACT OF 1934 The following is a description of the common stock, par value $0.0001 per share (the “Common Stock”) of Gain Therapeutics, Inc. (the “Company”) which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exch |
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| March 27, 2025 |
Employment Agreement, by and between the Company and Gianluca Fuggetta, dated March 24, 2025 Exhibit 10.18 EMPLOYMENT CONTRACT between GT Gain Therapeutics SA Via Francesco Soave 6, CH-6900 Lugano, Switzerland (hereinafter “Employer”) and Gianluca Fuqqetta [ ], Italian citizen (hereinafter “Employee”) Each of them hereinafter a “Party” and together the “Parties”. The Parties enter into the following employment contract (“Contract”): 1. Start Date: This Contract shall enter into force on J |
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| March 27, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 27, 2025 Gain Therapeutics, Inc. (Exact Name of the Registrant as Specified in Charter) Delaware 001-40237 85-1726310 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40237 GAIN THERAPEUTICS, INC. |
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| March 27, 2025 |
Exhibit 99.1 Gain Therapeutics Reports Financial Results for the Fourth Quarter and Year End 2024 and Provides Corporate Update First Analysis from Phase 1b Study of GT-02287 in Parkinson’s Disease Expected in Q2 2025 BETHESDA, Md., March 27, 2025 - Gain Therapeutics, Inc. (Nasdaq: GANX) (“Gain”, or the “Company”), a clinical-stage biotechnology company leading the discovery and development of the |
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| March 27, 2025 |
Exhibit 21.1 Subsidiaries of Gain Therapeutics, Inc. Name of SubsidiaryJurisdiction of Incorporation GT Gain Therapeutics SASwitzerland Gain Therapeutics Australia Pty LtdAustralia |
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| February 6, 2025 |
Gain Therapeutics CEO Gene Mack Issues Letter To Shareholders and Provides Operational Update Exhibit 99.1 Gain Therapeutics CEO Gene Mack Issues Letter To Shareholders and Provides Operational Update BETHESDA, Md., February 6, 2025 - Gain Therapeutics, Inc. (Nasdaq: GANX) (“Gain”, or the “Company”), a clinical-stage biotechnology company leading the discovery and development of the next generation of allosteric small molecule therapies, today provided the following letter to shareholders |
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| February 6, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 6, 2025 GAIN THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-40237 85-1726410 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| January 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 8, 2025 GAIN THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-40237 85-1726410 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| January 7, 2025 |
Exhibit 10.1 FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT This First Amended and Restated Employment Agreement (“Agreement”) is effective as of January 6, 2025 (“Effective Date”), by and between Gain Therapeutics, Inc. (“Company”) and Gene Mack, MBA (“Executive”). This Agreement amends, restates and supersedes in its entirety the Employment Agreement between the Company and Executive entered |
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| January 7, 2025 |
Exhibit 99.1 Gain Therapeutics Appoints Gene Mack as Chief Executive Officer and Director Gene Mack Has Served As CFO Since April 2024 And Interim CEO Since June 2024 Gianluca Fuggetta Will Assume The Role Of Senior Vice President, Finance BETHESDA, Md., January 07, 2025 - Gain Therapeutics, Inc. (Nasdaq: GANX) (“Gain”, or the “Company”), a clinical-stage biotechnology company leading the discover |
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| January 7, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 6, 2025 Gain Therapeutics, Inc. |
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| December 23, 2024 |
Exhibit 99.1 Gain Therapeutics Initiates Phase 1b Clinical Trial of Lead Candidate GT-02287 in People with GBA1 and Idiopathic Parkinson’s Disease The Company has received approval to begin enrollment of the Phase 1b clinical trial in Australia Phase 1b clinical trial will assess safety and tolerability along with biomarkers during three months of dosing with GT-02287 in people diagnosed with Park |
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| December 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 23, 2024 GAIN THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40237 85-1726310 (State or other jurisdiction of incorporation) (Commissi |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 14, 2024 Gain Therapeutics, Inc. (Exact Name of the Registrant as Specified in Charter) Delaware 001-40237 85-1726310 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 14, 2024 |
Exhibit 99.1 Gain Therapeutics Reports Financial Results for Third Quarter 2024 and Provides Corporate Update Initiation of Phase 1b Study of GT-02287 in Parkinson’s patients expected by end of 2024 BETHESDA, Md., November 14, 2024 - Gain Therapeutics, Inc. (Nasdaq: GANX) (“Gain”, or the “Company”), a clinical-stage biotechnology company leading the discovery and development of the next generation |
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| November 14, 2024 |
Separation Agreement, by and between the Company and Matthias Alder, dated June 27, 2024. Exhibit 10.2 June 27, 2024 Matthias Alder RE: Separation and General Release Agreement Dear Matthias: This Separation and General Release Agreement (the “Agreement”) confirms the terms of the separation of your employment from Gain Therapeutics, Inc. (the “Company”), including the severance benefits described below in section 2 that you will receive if you (a) sign and return this Agreement to the |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| October 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 21, 2024 Gain Therapeutics, Inc. |
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| October 8, 2024 |
Exhibit 99.1 Gain Therapeutics Presents Preclinical GT-02287 Data at Neuroscience 2024 GT-02287 Demonstrates Disease Modifying Capacity in Both GBA1 and Idiopathic Parkinson’s Disease Models GT-02287 Improves Mitochondrial Function and Provides Neuroprotective Effect in GBA1-Parkinson’s Disease Models GT-02287 Prevents Tau Accumulation in a Cellular Model BETHESDA, Md., October 7, 2024 - Gain Ther |
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| October 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 7, 2024 Gain Therapeutics, Inc. |
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| September 19, 2024 |
As filed with the Securities and Exchange Commission on September 18, 2024 As filed with the Securities and Exchange Commission on September 18, 2024 Registration No. |
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| September 19, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Gain Therapeutics, Inc. |
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| September 6, 2024 |
Exhibit 1.1 GAIN THERAPEUTICS, Inc. $50,000,000 COMMON STOCK EQUITY DISTRIBUTION AGREEMENT September 6, 2024 Oppenheimer & Co. Inc. 85 Broad Street, 26th Floor New York, New York 10004 Ladies and Gentlemen: Gain Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Oppenheimer & Co. Inc., as follows: 1. Issuance and Sale of Shares. Th |
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| September 6, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 6, 2024 GAIN THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40237 85-1726310 (State or other jurisdiction of incorporation) (Commissi |
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| September 6, 2024 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-265061 PROSPECTUS SUPPLEMENT (To Prospectus Dated June 1, 2022) $50,000,000 Common Stock We have entered into an Equity Distribution Agreement, or the Distribution Agreement, dated as of September 6, 2024, with Oppenheimer & Co. Inc., or Oppenheimer, relating to the sale of shares of our common stock offered by this prospect |
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| August 8, 2024 |
Exhibit 99.1 Gain Therapeutics Reports Financial Results for Second Quarter 2024 and Provides Corporate Update Topline Results From MAD Phase 1 Study of GT-02287 on Track for August 2024 With Full Presentation at Upcoming Medical Conferences in Early Q4 2024 Initiation of Phase 1b Study of GT-02287 in Parkinson’s Disease Patients Anticipated in Q4 2024 BETHESDA, Md., August 8, 2024 - Gain Therapeu |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 8, 2024 Gain Therapeutics, Inc. (Exact Name of the Registrant as Specified in Charter) Delaware 001-40237 85-1726310 (State or Other Jurisdiction of Incorporation) (Commission |
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| July 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 11, 2024 Gain Therapeutics, Inc. |
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| July 9, 2024 |
Exhibit 99.1 Gain Therapeutics Announces the Completion of Dosing in the Multiple Ascending Dose (MAD) of the Phase 1 Study of GT-02287, a Novel Small Molecule Therapy for Parkinson’s Disease GT-02287 Well Tolerated With No Serious Adverse Events or Other Safety Signals Reported Additional Topline Data To Be Presented Mid-August GT-02287 on Track To Initiate Clinical Trial in Parkinson’s Disease P |
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| July 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 9, 2024 Gain Therapeutics, Inc. |
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| July 1, 2024 |
Free Writing Prospectus Filed Pursuant to Rule 433 dated July 1, 2024 Related to the Final Prospectus dated June 13, 2024 Registration Statement File No. |
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| June 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 25, 2024 Gain Therapeutics, Inc. |
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| June 28, 2024 |
Exhibit 99.1 Gain Therapeutics, Inc. Appoints Gene Mack as Interim CEO Mr. Mack is the Company’s Current CFO Khalid Islam, PhD, Founder and Chairman of the Board, to serve as Executive Chairman BETHESDA, Md., June 27, 2024 - Gain Therapeutics, Inc. (Nasdaq: GANX) (“Gain”, or the “Company”), a clinical-stage biotechnology company leading the discovery and development of the next generation of allos |
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| June 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 24, 2024 GAIN THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40237 85-1726310 (State or other jurisdiction of incorporation) (Commission F |
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| June 17, 2024 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-265061 PROSPECTUS SUPPLEMENT (To Prospectus Dated June 1, 2022) 7,116,547 SHARES OF COMMON STOCK PRE-FUNDED WARRANTS TO PURCHASE UP TO 1,031,602 SHARES OF COMMON STOCK UP TO 1,031,602 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THE PRE-FUNDED WARRANTS UNDERWRITER WARRANTS TO PURCHASE UP TO 570,370 SHARES OF COMMON STO |
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| June 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2024 GAIN THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40237 85-1726310 (State or other jurisdiction of incorporation) (Commission F |
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| June 14, 2024 |
Gain Therapeutics Announces Proposed Public Offering Exhibit 99.1 Gain Therapeutics Announces Proposed Public Offering BETHESDA, Md., June 13, 2024 – Gain Therapeutics, Inc. (“Gain” or the “Company”) (Nasdaq: GANX) today announced that it is proposing to offer and sell, subject to market conditions, shares of its common stock (or pre-funded warrants in lieu thereof) in an underwritten public offering. Gain expects to grant the underwriter a 30-day o |
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| June 14, 2024 |
Exhibit 1.1 SHARES OF COMMON STOCK (OR PRE-FUNDED WARRANTS IN LIEU THEREOF) GAIN THERAPEUTICS, INC. Underwriting Agreement June 13, 2024 Titan Partners Group LLC, a division of American Capital Partners, LLC As the Representative of the several Underwriters listed in Schedule A hereto c/o Titan Partners Group LLC, a division of American Capital Partners, LLC 4 World Trade Center, 29th Floor New Yo |
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| June 14, 2024 |
Gain Therapeutics Announces Pricing of $11.0 Million Public Offering Exhibit 99.2 Gain Therapeutics Announces Pricing of $11.0 Million Public Offering BETHESDA, Md., June 13, 2024 – Gain Therapeutics, Inc. (“Gain” or the “Company”) (Nasdaq: GANX) today announced the pricing of an underwritten public offering of (i) 7,116,547 shares of its common stock at a public offering price of $1.35 per share and (ii) pre-funded warrants to purchase 1,031,602 shares of common s |
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| June 14, 2024 |
Exhibit 4.2 REPRESENTATIVE’S PURCHASE WARRANT GAIN THERAPEUTICS, inc. Warrant Shares: 1 Initial Exercise Date: , 20242 Issue Date: , 2024 This REPRESENTATIVE’S PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the |
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| June 14, 2024 |
Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT GAIN THERAPEUTICS, Inc. Warrant Shares: [] Initial Issue Date: June 14, 2024 Initial Exercise Date: June 14, 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [] or his assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter |
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| June 13, 2024 |
SUBJECT TO COMPLETION, DATED JUNE 13, 2024 TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed. |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 14, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 14, 2024 Gain Therapeutics, Inc. (Exact Name of the Registrant as Specified in Charter) Delaware 001-40237 85-1726310 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| May 14, 2024 |
Gain Therapeutics Reports Financial Results for First Quarter 2024 and Provides Corporate Update Exhibit 99.1 Gain Therapeutics Reports Financial Results for First Quarter 2024 and Provides Corporate Update BETHESDA, Md., May 14, 2024 – Gain Therapeutics, Inc. (Nasdaq: GANX) (“Gain”, or the “Company”), a clinical-stage biotechnology company leading the discovery and development of the next generation of allosteric small molecule therapies, today reports financial results for the quarter ended |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defini |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defini |
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| April 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 5, 2024 Gain Therapeutics, Inc. |
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| April 8, 2024 |
Employment Agreement, by and between the Company and Gene Mack, effective as of April 8, 2024. Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is effective as of April 8, 2024 (“Effective Date”), by and between Gain Therapeutics, Inc. (“Company”) and Gene Mack, MBA (“Executive”). WHEREAS, the Company desires to retain the services of Executive as Senior Vice President, Chief Financial Officer as further set forth in this Agreement; and WHEREAS, Executive desires to |
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| April 8, 2024 |
Exhibit 99.1 Gain Therapeutics Bolsters Management Team with the Appointment of Gene Mack as Chief Financial Officer BETHESDA, Md., April 8, 2024 – Gain Therapeutics, Inc. (Nasdaq: GANX) (“Gain”, or the “Company”), a clinical-stage biotechnology company leading the discovery and development of the next generation of allosteric small molecule therapies, today announces the appointment of Gene Mack, |
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| March 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 26, 2024 Gain Therapeutics, Inc. (Exact Name of the Registrant as Specified in Charter) Delaware 001-40237 85-1726310 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40237 GAIN THERAPEUTICS, INC. |
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| March 26, 2024 |
Exhibit 97.1 GAIN THERAPEUTICS, INC. INCENTIVE COMPENSATION RECOUPMENT POLICY 1.INTRODUCTION The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of GAIN THERAPEUTICS, INC., a Delaware corporation (the “Company”), has determined that it is in the best interests of the Company and its stockholders to adopt this Incentive Compensation Recoupment Policy (t |
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| March 26, 2024 |
EXHIBIT 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES ACT OF 1934 The following is a description of the common stock, par value $0.0001 per share (the “Common Stock”) of Gain Therapeutics, Inc. (the “Company”) which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exch |
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| March 26, 2024 |
Gain Therapeutics Reports Financial Results for Year End 2023 and Provides Corporate Update Exhibit 99.1 Gain Therapeutics Reports Financial Results for Year End 2023 and Provides Corporate Update BETHESDA, Md., March 26, 2024 – Gain Therapeutics, Inc. (Nasdaq: GANX) (“Gain”, or the “Company”), a clinical-stage biotechnology company leading the discovery and development of the next generation of allosteric small molecule therapies, today reports financial results for the year ended Decem |
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| February 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 19, 2024 GAIN THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40237 85-1726310 (State or other jurisdiction of incorporation) (Commissi |
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| January 31, 2024 |
GAIN THERAPEUTICS’ CEO MATTHIAS ALDER ISSUES LETTER TO SHAREHOLDERS AND PROVIDES OPERATIONAL UPDATE Exhibit 99.1 GAIN THERAPEUTICS’ CEO MATTHIAS ALDER ISSUES LETTER TO SHAREHOLDERS AND PROVIDES OPERATIONAL UPDATE BETHESDA, Md., Jan. 31, 2024 (GLOBE NEWSWIRE) - Gain Therapeutics, Inc. (Nasdaq: GANX) (“Gain,” or the “Company”), a biotechnology company leading the discovery and development of allosteric small molecule therapies, today releases the following letter to stockholders from its President |
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| January 31, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 31, 2024 GAIN THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40237 85-1726310 (State or other jurisdiction of incorporation) (Commissio |
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| January 2, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-276145 PROSPECTUS 744,026 Shares of Common Stock 4,256,150 Shares of Common Stock Issuable Upon Exercise of Outstanding Warrants This prospectus relates to the resale from time to time, by the selling stockholder identified in this prospectus under the section heading “Selling Stockholder,” of up to (i) 744,026 shares (the “Private Shares”) of |
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| December 22, 2023 |
December 22, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| December 19, 2023 |
EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Gain Therapeutics, Inc. |
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| December 19, 2023 |
As filed with the Securities and Exchange Commission on December 19, 2023 As filed with the Securities and Exchange Commission on December 19, 2023 Registration No. |
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| November 24, 2023 |
2,213,044 SHARES OF COMMON STOCK AND WARRANTS TO PURCHASE UP TO 1,106,522 SHARES OF COMMON STOCK TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-265061 PROSPECTUS SUPPLEMENT (To Prospectus Dated June 1, 2022) 2,213,044 SHARES OF COMMON STOCK AND WARRANTS TO PURCHASE UP TO 1,106,522 SHARES OF COMMON STOCK We are offering 2,213,044 shares of our common stock and warrants to purchase up to 1,106,522 shares of our common stock pursuant to this prospectus supplement and a |
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| November 22, 2023 |
Exhibit 1.1 UNDERWRITING AGREEMENT between GAIN THERAPEUTICS, INC. and NEWBRIDGE SECURITIES CORPORATION November 21, 2023 Newbridge Securities Corporation 1200 North Federal Highway, Suite 400 Boca Raton, Florida 33432 Ladies and Gentlemen: The undersigned, Gain Therapeutics, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Ag |
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| November 22, 2023 |
Exhibit 99.2 Gain Therapeutics Announces Pricing of $9.4 Million Public Offering and Concurrent Private Placement of Common Stock and Warrants BETHESDA, Md., Nov. 21, 2023 – Gain Therapeutics, Inc. (“Gain” or the “Company”) (Nasdaq: GANX) today announced the pricing of an underwritten public offering of 2,213,044 shares of its common stock and warrants to purchase up to an aggregate of 1,106,522 s |
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| November 22, 2023 |
Form of Securities Purchase Agreement. Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 21, 2023, between Gain Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditi |
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| November 22, 2023 |
Exhibit 4.1 COMMON STOCK PURCHASE WARRANT GAIN THERAPEUTICS, inc. Warrant Shares: Initial Issue Date: , 2023 Initial Exercise Date: , 2023 CUSIP: ISIN: THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cede & Co. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any |
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| November 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 20, 2023 GAIN THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40237 85-1726310 (State or other jurisdiction of incorporation) (Commissi |
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| November 22, 2023 |
Exhibit 4.4 NEITHER THIS PURCHASE WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT PURSUANT TO AN EFFECTIVE R |
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| November 22, 2023 |
Warrant Agent Agreement by and between Gain Therapeutics, Inc. and Pacific Stock Transfer Company. Exhibit 4.5 WARRANT AGENT AGREEMENT WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of November 21, 2023 (the “Issuance Date”) between Gain Therapeutics, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and Pacific Stock Transfer Company, a Nevada Corporation (the “Warrant Agent”). WHEREAS, pursuant to the terms of that certain Underwriting Agreemen |
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| November 22, 2023 |
Form of Placement Agent Warrant. Exhibit 4.6 NEITHER THIS PURCHASE WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT PURSUANT TO AN EFFECTIVE R |
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| November 22, 2023 |
Form of Underwriter’s Warrant. Exhibit 4.3 Underwriter’s Warrant Agreement NEITHER THIS PURCHASE WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT E |
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| November 22, 2023 |
Gain Therapeutics Announces Proposed Public Offering Exhibit 99.1 Gain Therapeutics Announces Proposed Public Offering BETHESDA, Md., Nov. 20, 2023 – Gain Therapeutics, Inc. (“Gain” or the “Company”) (Nasdaq: GANX) today announced that it is proposing to offer and sell, subject to market conditions, shares of its common stock and warrants to purchase common stock in an underwritten public offering. Gain expects to grant the underwriters a 30-day opt |
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| November 22, 2023 |
Exhibit 4.2 NEITHER THIS PURCHASE WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT PURSUANT TO AN EFFECTIVE R |
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| November 20, 2023 |
SUBJECT TO COMPLETION, DATED NOVEMBER 20, 2023 TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed. |
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| November 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 17, 2023 Gain Therapeutics, Inc. |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 14, 2023 Gain Therapeutics, Inc. |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 14, 2023 |
Form of Indemnification Agreement for Officers and Directors. Exhibit 10.3 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 20 between Gain Therapeutics, Inc., a Delaware corporation (the “Company”), and [] (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors and/or officers or in other capacities unless they are provided wit |
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| November 14, 2023 |
Exhibit 99.1 Gain Therapeutics Announces Third Quarter 2023 Financial Results and Business Update Phase 1 clinical study of GT-02287 initiated; dosing escalation on schedule BETHESDA, Md., Nov. 14, 2023 - Gain Therapeutics, Inc. (Nasdaq: GANX) (“Gain”, or the “Company”), a clinical-stage biotechnology company leading the discovery and development of the next generation of allosteric small molecule |
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| August 10, 2023 |
Exhibit 99.1 Gain Therapeutics Announces Second Quarter 2023 Financial Results and Business Update HREC application submitted; on track to initiate Phase 1 clinical study of GT-02287 this year Acceptance of late breaking abstract for presentation at the International Congress of Parkinson’s Disease and Movement Disorders® in Copenhagen, Denmark BETHESDA, Md., Aug. 10, 2023 - Gain Therapeutics, Inc |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 10, 2023 Gain Therapeutics, Inc. |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 10, 2023 |
Form of Indemnification Agreement for Officers and Directors. Exhibit 10.3 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 20 between Gain Therapeutics, Inc., a Delaware corporation (the “Company”), and [] (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors and/or officers or in other capacities unless they are provided wit |
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| June 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2023 GAIN THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40237 85-1726310 (State or other jurisdiction of incorporation) (Commission F |
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| May 30, 2023 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-8 Gain Therapeutics, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Gain Therapeutics, Inc. 2022 Equity Incentive Plan (Common Stock, par value |
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| May 30, 2023 |
As filed with the Securities and Exchange Commission on May 26, 2023 As filed with the Securities and Exchange Commission on May 26, 2023 Registration No. |
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| May 12, 2023 |
GAIN THERAPEUTICS REPORTS FIRST QUARTER 2023 FINANCIAL RESULTS AND BUSINESS UPDATE Exhibit 99.1 GAIN THERAPEUTICS REPORTS FIRST QUARTER 2023 FINANCIAL RESULTS AND BUSINESS UPDATE ● Successfully completed GLP toxicology studies for lead program GT-02287 in GBA1 Parkinson’s disease ● Company is on track to submit application for start of Phase 1 clinical trial of GT-02287 to the Human Research Ethics Committee (HREC) in Australia in mid-2023 ● Received a $2.8 million (CHF $2.5 mil |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 12, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 12, 2023 Gain Therapeutics, Inc. |
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| April 28, 2023 |
Exhibit 10.1 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (“Agreement”) is entered into between GT Gain Therapeutics SA and its affiliates (jointly, “Company”) and Salvatore Calabrese (“Employee”). WHEREAS, the Company and the Employee entered into an employment agreement effective November 2, 2020 Employment Agreement; WHEREAS, the Company has provided Employee with noti |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Def |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 27, 2023 Gain Therapeutics, Inc. |
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| April 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 6, 2023 Gain Therapeutics, Inc. |
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| April 12, 2023 |
Gain Therapeutics Appoints C. Evan Ballantyne as Chief Financial Officer Exhibit 99.1 Gain Therapeutics Appoints C. Evan Ballantyne as Chief Financial Officer BETHESDA, MD, April 12, 2023 (GLOBE NEWSWIRE) - Gain Therapeutics, Inc. (Nasdaq: GANX) (“Gain”, or the “Company”), a biotechnology company leading the discovery and development of allosteric small molecule therapies, today announced the appointment of C. Evan Ballantyne as the Company’s Chief Financial Officer, e |
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| April 12, 2023 |
Employment Agreement, by and between the Company and Evan Ballantyne, dated April 10, 2023. Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is effective as of April 10, 2023 (“Effective Date”), by and between Gain Therapeutics, Inc. (“Company”) and C. Evan Ballantyne (“Executive”). WHEREAS, the Company desires to retain the services of Executive as Chief Financial Officer as further set forth in this Agreement; and WHEREAS, Executive desires to serve the Company |
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| March 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 23, 2023 Gain Therapeutics, Inc. |
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| March 23, 2023 |
GAIN THERAPEUTICS REPORTS FULL YEAR 2022 FINANCIAL RESULTS AND BUSINESS UPDATE Exhibit 99.1 GAIN THERAPEUTICS REPORTS FULL YEAR 2022 FINANCIAL RESULTS AND BUSINESS UPDATE ● Company expects completion of IND-enabling studies of GT-02287 in H1 2023 ● Submission of dossier to start Phase 1 clinical trial of GT-02287 in GBA1 Parkinson’s Disease expected by mid-year 2023 ● $22.1 million in cash and cash equivalents and marketable securities as of December 31, 2022 ● €1.2 million |
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| March 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40237 GAIN THERAPEUTICS, INC. |
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| December 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 12, 2022 Gain Therapeutics, Inc. |
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| November 10, 2022 |
Exhibit 99.1 GAIN THERAPEUTICS, INC. REPORTS THIRD QUARTER 2022 FINANCIAL RESULTS AND BUSINESS UPDATE Presented New Preclinical Data at Recent Medical Meetings Showing Disease-Modifying Potential of Brain Penetrant Small Molecule Parkinson?s Disease Therapeutic, GT-02287 ? Promoted Matthias Alder to Chief Executive Officer and Appointed him to the Board of Directors ? $25.7 Million in Cash and Cas |
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| November 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 10, 2022 Gain Therapeutics, Inc. |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 20, 2022 |
Exhibit 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (?Agreement?) is effective as of September 20, 2022 (?Effective Date?), by and between Gain Therapeutics, Inc. (?Company?) and Matthias Alder (?Executive?). This Agreement amends, restates, and supersedes in its entirety the Employment Agreement between the Company and Executive entered into effec |
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| September 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 19, 2022 Gain Therapeutics, Inc. |
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| September 20, 2022 |
Exhibit 99.1 GAIN THERAPEUTICS Announces PROMOTION OF Matthias Alder TO chief executive officer Outgoing CEO Eric Richman will continue to serve as a member of the board of directors and serve as a senior advisor to the Company BETHESDA, MD, September 20, 2022- Gain Therapeutics, Inc. (Nasdaq: GANX) (?Gain?, or the ?Company?), a biotechnology company transforming drug discovery with its proprietar |
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| September 20, 2022 |
Exhibit 10.1 September 19, 2022 Eric I. Richman c/o Gain Therapeutics, Inc. 4800 Montgomery Lane Suite 220 Bethesda, MD 20814 Re: Transition Agreement Dear Eric: This letter sets forth the substance of the Transition Agreement (the ?Agreement?) which Gain Therapeutics Inc. (the ?Company?) is offering to you to aid in your employment transition. 1. Separation of Employment; Board Role. Your last da |
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| August 8, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 8, 2022 Gain Therapeutics, Inc. |
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| August 8, 2022 |
Exhibit 99.1 GAIN THERAPEUTICS, INC. REPORTS second QUARTER 2022 FINANCIAL RESULTS AND BUSINESS UPDATE Presented Additional Supportive Preclinical Data for Lead Candidate GT-02287 at Recent Medical Meetings, Further Validating Therapeutic Potential and Clinical Utility in Parkinson’s Disease and Gaucher Disease BETHESDA, MD., August 8, 2022, - Gain Therapeutics, Inc. (Nasdaq: GANX) (“Gain”, or the |
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| August 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 15, 2022 |
Gain Therapeutics Inc. 2021 Inducement Equity Incentive Plan Restricted Stock Unit Award Agreement. Exhibit 4.5 GAIN THERAPEUTICS INC. 2021 INDUCEMENT EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this ?RSU Award Agreement?), dated as of , (the ?Date of Grant?), is made by and between Gain Therapeutics Inc., a Delaware corporation (the ?Company?), and (the ?Participant?). Any capitalized terms used but not defined herein shall have the me |
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| July 15, 2022 |
As filed with the Securities and Exchange Commission on July 15, 2022 As filed with the Securities and Exchange Commission on July 15, 2022 Registration No. |
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| July 15, 2022 |
Gain Therapeutics Inc. RSU Award Grant Notice and Award Agreement (2022 Equity Incentive Plan). Exhibit 4.7 Gain THERAPEUTICS Inc. RSU AWARD GRANT NOTICE (2022 Equity Incentive Plan) Gain Therapeutics Inc. (the ?Company?) has awarded to you (the ?Participant?) the number of restricted stock units specified and on the terms set forth below in consideration of your services (the ?RSU Award?). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Gain Thera |
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| July 15, 2022 |
Gain Therapeutics Inc. Stock Option Grant Notice and Award Agreement (2022 Equity Incentive Plan). Exhibit 4.8 Gain Therapeutics Inc. Stock Option grant notice (2022 Equity Incentive Plan) Gain Therapeutics Inc. (the ?Company?), pursuant to the Company?s 2022 Equity Incentive Plan (the ?Plan?), has granted to you (?Optionholder?) an option to purchase the number of shares of the Common Stock set forth below (the ?Option?). Your Option is subject to all of the terms and conditions as set forth h |
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| July 15, 2022 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-8 Gain Therapeutics, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Gain Therapeutics, Inc. 2021 Inducement Equity Incentive Plan (Common Stock |
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| July 15, 2022 |
Gain Therapeutics Inc. 2022 Equity Incentive Plan. Exhibit 4.6 Gain Therapeutics Inc. 2022 Equity Incentive Plan Adopted by the Board of Directors: May 12, 2022 Approved by the Stockholders: June 16, 2022 1. General. (a) Successor to and Continuation of Prior Plan. The Plan is the successor to and continuation of the Prior Plan. As of the Effective Date, (i) no additional awards may be granted under the Prior Plan; (ii) the Prior Plan?s Available |
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| June 17, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Data of earliest event reported): June 16, 2022 GAIN THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40237 85-1726310 (State or other jurisdiction of incorporation) (Commission F |
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| May 31, 2022 |
May 31, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Joshua Gorsky Re: Gain Therapeutics, Inc. Registration Statement on Form S-3, as amended File No. 333-265061 Acceleration Request Requested Date: June 1, 2022 Requested Time: 4:00 PM Eastern Daylight Time Ladies and Gentlemen: In accordance with Rule 461 un |
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| May 23, 2022 |
As filed with the Securities and Exchange Commission on May 23, 2022 As filed with the Securities and Exchange Commission on May 23, 2022 Registration No. |
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| May 18, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Gain Therapeutics, Inc. |
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| May 18, 2022 |
Form of Common Stock Warrant Agreement and Warrant Certificate. Exhibit 4.5 Gain Therapeutics, Inc. and , As Warrant Agent Form of Common Stock Warrant Agreement Dated As Of Gain Therapeutics, Inc. Form of Common Stock Warrant Agreement This Common Stock Warrant Agreement (this ?Agreement?), dated as of [?], between Gain Therapeutics, Inc., a Delaware corporation (the ?Company?), and [?], a [corporation] [national banking association] organized and existing un |
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| May 18, 2022 |
Power of Attorney (included on signature page to the Registration Statement). TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 18, 2022 Registration No. |
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| May 18, 2022 |
Form of Debt Securities Warrant Agreement and Warrant Certificate. Exhibit 4.7 Gain Therapeutics, Inc. and , As Warrant Agent Form of Debt Securities Warrant Agreement Dated As Of GAIN THERAPEUTICS, INC. Form of Debt Securities Warrant Agreement This Debt Securities Warrant Agreement (this ?Agreement?), dated as of [?], between Gain Therapeutics, Inc., a Delaware corporation (the ?Company?), and [?], a [corporation] [national banking association] organized and ex |
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| May 18, 2022 |
Exhibit 1.2 Gain Therapeutics, Inc. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales Agreement May 18, 2022 Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 Ladies and Gentlemen: Gain Therapeutics, Inc., a Delaware corporation (the ?Company?), confirms its agreement (this ?Agreement?) with Cantor Fitzgerald & Co. (the ?Agent?), as follows: 1. Issuan |
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| May 18, 2022 |
Form of Preferred Stock Warrant Agreement and Warrant Certificate. Exhibit 4.6 Gain Therapeutics, Inc. and , As Warrant Agent Form of Preferred Stock Warrant Agreement Dated As Of GAIN THERAPEUTICS, INC. Form of Preferred Stock Warrant Agreement This Preferred Stock Warrant Agreement (this ?Agreement?), dated as of [?], between Gain Therapeutics, Inc., a Delaware corporation (the ?Company?), and [?], a [corporation] [national banking association] organized and ex |
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| May 18, 2022 |
Exhibit 4.3 GAIN THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [?], 20 Debt Securities Table Of Contents Page article 1?????DEFINITIONS 1 Section 1.01 Definitions of Terms 1 article 2?????ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee?s Certifica |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 16, 2022 |
GAIN THERAPEUTICS, INC. REPORTS First QUARTER 2022 FINANCIAL RESULTS AND BUSINESS UPDATE Exhibit 99.1 ? ? GAIN THERAPEUTICS, INC. REPORTS First QUARTER 2022 FINANCIAL RESULTS AND BUSINESS UPDATE Presented Supportive Preclinical Data for Lead Candidate GT-02287 at Recent Medical Meetings Further Validating Therapeutic Potential and Clinical Study in Parkinson?s Disease and Gaucher?s Disease. ? $34.34 Million in Cash as of March 31, 2022, Provides Runway into Second half of 2023 and a S |
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| May 16, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 16, 2022 Gain Therapeutics, Inc. |
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| May 13, 2022 |
? SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| May 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K/A (Amendment No. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K/A (Amendment No. |
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| March 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ? FORM 10-K ? (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the fiscal year ended December 31, 2021 ? ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the transition period from to ? Commission file number 001-40237 ? GAIN THERAPEUTICS, INC. |
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| March 25, 2022 |
EXHIBIT 4.1 ? DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES ACT OF 1934 ? The following is a description of the common stock, par value $0.0001 per share (the ?Common Stock?) of Gain Therapeutics, Inc. (the ?Company?) which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the ? |
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| March 25, 2022 |
Exhibit 10.8 EMPLOYMENT AGREEMENT ? ? This Employment Agreement (?Agreement?) is effective as of October 15, 2021 (?Effective Date?), by and between Gain Therapeutics, Inc. (?Company?) and Matthias Alder (?Executive?). WHEREAS, the Company desires to retain the services of Executive as Chief Operating Officer as further set forth in this Agreement; and WHEREAS, Executive desires to serve the Compa |
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| March 24, 2022 |
Exhibit 99.1 ? ? Gain Therapeutics, Inc. Reports Full Year 2021 Financial Results and Business Update $36.88 Million in Cash as of December 31, 2021, provides runway into second half of 2023 and a strong cash position to transition the Company?s lead program into clinical trials - Compelling preclinical data presented on lead program GBA1 Parkinson?s Disease at multiple scientific conferences supp |
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| March 24, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 24, 2022 Gain Therapeutics, Inc. |
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| December 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 28, 2021 (December 23, 2021) Gain Therapeutics, Inc. |
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| December 28, 2021 |
Form of Stock Option Agreement under the 2021 Inducement Plan ? EXHIBIT 10.2 GAIN THERAPEUTICS INC. 2021 INDUCEMENT EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT This Non-Qualified Stock Option Award Agreement (this ?Option Award Agreement?), dated as of , (the ?Date of Grant?), is made by and between Gain Therapeutics Inc., a Delaware corporation (the ?Company?), and (the ?Participant?). Any capitalized terms used but not defined herein s |
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| December 28, 2021 |
Gain Therapeutics Reports Inducement Grants Under Nasdaq Listing Rule 5635(c)(4) EX-99.1 4 ganx-20211223xex99d1.htm EX-99.1 Exhibit 99.1 Gain Therapeutics Reports Inducement Grants Under Nasdaq Listing Rule 5635(c)(4) BETHESDA, MD, December 28, 2021 (GLOBE NEWSWIRE) - Gain Therapeutics, Inc. (Nasdaq: GANX) (“Gain”, or the “Company”), a biotechnology company focused on identifying and optimizing allosteric binding sites never before targeted in neurodegenerative diseases and ly |
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| December 28, 2021 |
Gain Therapeutics, Inc. 2021 Inducement Equity Incentive Plan EXHIBIT 10.1 ? GAIN THERAPEUTICS INC. 2021 INDUCEMENT EQUITY INCENTIVE PLAN ? Section 1. Purpose of Plan. ? The name of the Plan is the Gain Therapeutics Inc. 2021 Inducement Equity Incentive Plan (the ?Plan?). The purposes of the Plan are to provide incentive awards to individuals who satisfy the standards for inducement grants under Rule 5635(c)(4) of the NASDAQ Listing Rules and the related gui |
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| November 12, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 12, 2021 Gain Therapeutics, Inc. |
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| November 12, 2021 |
Exhibit 10.1 EMPLOYMENT AGREEMENT ? ? This Employment Agreement (?Agreement?) is effective as of October 15, 2021 (?Effective Date?), by and between Gain Therapeutics, Inc. (?Company?) and Matthias Alder (?Executive?). WHEREAS, the Company desires to retain the services of Executive as Chief Operating Officer as further set forth in this Agreement; and WHEREAS, Executive desires to serve the Compa |
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| November 12, 2021 |
Exhibit 99.1 ? ? Gain Therapeutics, Inc. Reports Third Quarter 2021 Financial Results and Business Update ? Data from Patient-Derived iPSC Study Evaluating STAR Compounds Show Positive Effects on Disease Onset and Progression; Full Data Presented at MJFF?s Parkinson's Disease Therapeutics Conference - Appoints Matthias Alder as Chief Operating Officer and Appoints 5 Members to Newly Formed Scienti |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 15, 2021 Gain Therapeutics, Inc. |
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| October 20, 2021 |
Gain Therapeutics Appoints Matthias Alder as Chief Operating Officer Exhibit 99.1 Gain Therapeutics Appoints Matthias Alder as Chief Operating Officer BETHESDA, MD, October 19, 2021 ? Gain Therapeutics, Inc. (Nasdaq: GANX) (?Gain?, or the ?Company?), a biotechnology company focused on identifying and optimizing allosteric binding sites never before targeted in neurodegenerative diseases and lysosomal storage disorders, today announced the appointment of Matthias Al |
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| August 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 11, 2021 |
EX-99.1 2 ganx-20210811xex99d1.htm EX-99.1 Exhibit 99.1 Gain Therapeutics, Inc. Reports Second Quarter 2021 Financial Results and Business Update Announced Multi-Target Drug Discovery Collaboration with Zentalis Pharmaceuticals in Oncology - Granted Two Patents for Compounds that Stabilize G-Case for Gauchers Disease and other Synucleinopathies including Parkinsons Disease, Lewy Body Dementia and |
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| August 11, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 11, 2021 Gain Therapeutics, Inc. |
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| May 10, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 10, 2021 Gain Therapeutics, Inc. |
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| May 10, 2021 |
Exhibit 99.1 ? ? Gain Therapeutics, Inc. Reports First Quarter 2021 Financial Results ? Completed successful initial public offering and raised $46 million in gross proceeds - Appointed four new independent board of directors to strengthen leadership team - Signed a multi-target collaboration agreement with Zentalis Pharmaceuticals (Nasdaq: ZNTL) to discover new product candidates for the treatmen |
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| May 10, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 4, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 4, 2021 (May 3, 2021) Gain Therapeutics, Inc. |
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| May 4, 2021 |
Exhibit 99.1 Gain Therapeutics Inc. 4800 Hampden Ln, St 200 Bethesda, MD 20814 www.gaintherapeutics.com GAIN THERAPEUTICS PRESENTS POSITIVE IN VITRO & IN VIVO DATA ON ITS ORALLY BIOAVAILABLE BRAIN PENETRANT STAR COMPOUNDS FOR THE TREATMENT OF GBA1 PARKINSON?S DISEASE & RELATED ?-SYNUCLEOPATHIES AT THE XXVI IAPRD WORLD CONGRESS Compounds reverse the neurodegenerative process observed in a Parkinson |
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| May 4, 2021 |
Exhibit 99.2 ? 2021 - GAIN THERAPEUTICS Corporate Presentation Leading the Discovery of Allosteric Binding Sites to Create New Medicines Page 2 ? 2021 - GAIN THERAPEUTICS Corporate Presentation Forward-Looking Statements Certain statements set forth in this presentation contain forward-looking statements that reflect the Company?s plans, beliefs, expectations and current views with respect to, amo |
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| April 6, 2021 |
As filed with the Securities and Exchange Commission on April 6, 2021 Registration No. |
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| March 22, 2021 |
Amended and Restated Certificate of Incorporation of Gain Therapeutics, Inc. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION GAIN THERAPEUTICS, INC. Pursuant to Sections 228, 242 and 245 of the Delaware General Corporation Law Gain Therapeutics, Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify as follows: 1. The name of the Corporation is Gain Therapeuti |
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| March 22, 2021 |
TABLE OF CONTENTS Filed pursuant to Rule 424(b)(4) Registration No. 333-253303 3,636,364 Shares ? Common Stock $11.00 per share This is the initial public offering of shares of common stock of Gain Therapeutics, Inc. We are offering 3,636,364 shares of our common stock. Prior to this offering, there has been no public market for our common stock. The initial public offering price per share of comm |
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| March 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 22, 2021 (March 17, 2021) Gain Therapeutics, Inc. |
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| March 22, 2021 |
Gain Therapeutics, Inc. Common Stock Underwriting Agreement Exhibit 1.1 Execution Version Gain Therapeutics, Inc. Common Stock Underwriting Agreement March 17, 2021 BTIG, LLC Oppenheimer & Co. Inc. As representatives of the several Underwriters named in Schedule I hereto, c/o BTIG, LLC 600 Montgomery Street San Francisco, CA 94111 c/o Oppenheimer & Co. Inc. 85 Broad Street, 26th Floor New York, NY 10004 Ladies and Gentlemen: Gain Therapeutics, Inc., a Dela |
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| March 22, 2021 |
Amended and Restated Bylaws of Gain Therapeutics, Inc. Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF GAIN THERAPEUTICS, INC. A Delaware Corporation Effective March 17, 2021 TABLE OF CONTENTS Page Article I OFFICES 4 Section 1.1 Registered Office 4 Section 1.2 Other Offices 4 Article II MEETINGS OF STOCKHOLDERS 4 Section 2.1 Place of Meetings 4 Section 2.2 Annual Meetings 4 Section 2.3 Special Meetings 4 Section 2.4 Nature of Business at Meetings of Stoc |
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| March 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 GAIN THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 85-1726310 (I.R.S. Employer Identification No. |
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| March 16, 2021 |
Skadden, Arps, Slate, Meagher & Flom llp ONE MANHATTAN WEST NEW YORK, NY 10001 Skadden, Arps, Slate, Meagher & Flom llp ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000 www. |
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| March 15, 2021 |
EX-3.1 3 nt10015006x11ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION GAIN THERAPEUTICS, INC. Pursuant to Sections 228, 242 and 245 of the Delaware General Corporation Law Gain Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. Th |
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| March 15, 2021 |
March 15, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D. |
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| March 15, 2021 |
FIRM/AFFILIATE OFFICES LOS ANGELES PALO ALTO WASHINGTON, D.C. HONG KONG SÃO PAULO Skadden, Arps, Slate, Meagher & Flom llp ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000 www. |
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| March 15, 2021 |
Gain Therapeutics, Inc. Common Stock Underwriting Agreement Exhibit 1.1 Gain Therapeutics, Inc. Common Stock Underwriting Agreement March 17, 2021 BTIG, LLC Oppenheimer & Co. Inc. As representatives of the several Underwriters named in Schedule I hereto, c/o BTIG, LLC 600 Montgomery Street San Francisco, CA 94111 c/o Oppenheimer & Co. Inc. 85 Broad Street, 26th Floor New York, NY 10004 Ladies and Gentlemen: Gain Therapeutics, Inc., a Delaware corporation ( |
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| March 15, 2021 |
Amended and Restated Bylaws of Gain Therapeutics, Inc. Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF GAIN THERAPEUTICS, INC. A Delaware Corporation Effective March 17, 2021 TABLE OF CONTENTS Page Article I OFFICES 1 Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 Article II MEETINGS OF STOCKHOLDERS 1 Section 2.1 Place of Meetings 1 Section 2.2 Annual Meetings 1 Section 2.3 Special Meetings 1 Section 2.4 Nature of Business at Meetings of Stoc |
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| March 15, 2021 |
TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on March 15, 2021. |
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| March 15, 2021 |
Gain Therapeutics, Inc. 4800 Hampden Lane, Suite 200 Bethesda, MD 20814 Gain Therapeutics, Inc. 4800 Hampden Lane, Suite 200 Bethesda, MD 20814 March 15, 2021 VIA EDGAR AND EMAIL Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549-3561 Attn: Margaret Schwartz Tim Buchmiller Re: Gain Therapeutics, Inc. Registration Statement on Form S-1 (File No. 333-253303) Request for Acceleration of Effective Date Ladies and Gent |
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| March 10, 2021 |
TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on March 10, 2021. |
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| March 10, 2021 |
Form of Indemnification Agreement for Officers and Directors Exhibit 10.2 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement is effective as of [?], 2021, (this ?Agreement?) and is between Gain Therapeutics, Inc., a Delaware corporation (the ?Company?), and the undersigned director/officer of the Company (the ?Indemnitee?). Background The Company believes that, in order to attract and retain highly competent persons to serve as directors or in |
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| March 10, 2021 |
Form of Common Stock Certificate Exhibit 4.1 |
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| March 10, 2021 |
EX-10.1 3 nt10015006x9ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 PRIVILEGED & CONFIDENTIAL GAIN THERAPEUTICS INC. 2020 OMNIBUS INCENTIVE PLAN Section 1. Purpose of Plan. The name of the Plan is the Gain Therapeutics Inc. 2020 Omnibus Incentive Plan (the “Plan”). The purposes of the Plan are to provide an additional incentive to selected Officers, Employees, Non-Employee Directors, and Consultants of Gai |
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| March 10, 2021 |
Skadden, Arps, Slate, Meagher & Flom llp ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000 www. |
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| February 19, 2021 |
Minoryx Agreement between Minoryx Therapeutics, S.L. and GT Gain Therapeutics SA Exhibit 10.3 LICENSE AGREEMENT BETWEEN MINORYX THERAPEUTICS, S.L. AND GT GAIN THERAPEUTICS SA ROUSAUD COSTAS DURAN SLP December 2017 LICENSE AGREEMENT Barcelona, on December 20th, 2017 (hereinafter the ?Effective Date?), BETWEEN MINORYX THERAPEUTICS, S.L. (hereinafter, the ?Licensor? or ?Minoryx?), a company organized under the laws of Spain, with registered offices at Avenida Ernest Lluch, 32, 08 |
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| February 19, 2021 |
Skadden, Arps, Slate, Meagher & Flom llp Skadden, Arps, Slate, Meagher & Flom llp ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000 www. |
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| February 19, 2021 |
TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on February 19, 2021. |
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| February 19, 2021 |
Exhibit 10.10 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the ?Agreement?) is dated as of July , 2020, by and among GAIN THERAPEUTICS, INC., a Delaware corporation, with headquarters located at (the ?Company?), GT Gain Therapeutics SA, a Swiss company (?GT Gain SA?) and , with a mailing address of (the ?Investor?). WHEREAS: A. The Investor holds shares (the ?GT Gain Common Shares?) of common stock |
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| February 19, 2021 |
Exhibit 10.5 Lugano, August 13, 2020 Re: Your employment at GT Gain Therapeutics SA, Lugano: Dear Dr. Bellotto: In accordance with our previous understandings, we wish to confirm that it is the intention of GT Gain Therapeutics SA, (hereinafter the "Company") to enter into this indefinite term employment agreement upon the terms and conditions hereinafter specified. This employment agreement effec |
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| February 19, 2021 |
Exhibit 10.6 Lugano, September l, 2019 Mr. Salvatore Calabrese Via Quintino Sella, n.2 20121, Milano (Mi) Italy Tax ID (P.IVA): 10437540965 Re: Consulting Agreement Dear Mr. Calabrese, We hereby intend to submit to your attention the following proposal. CONSULTING AGREEMENT between GT Gain Therapeutics S.A, a Swiss Corporation, with registered office in Via Peri 9D, 6900 Lugano, Switzerland, regis |
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| February 19, 2021 |
Exhibit 10.8 Lugano, November 2, 2020 Re: Your employment at GT Gain Therapeutics SA, Lugano: Dear Mr. Calabrese: In accordance with our previous understandings, we wish to confirm that it is the intention of GT Gain Therapeutics SA, (hereinafter the ?Company?) to enter into this indefinite term employment agreement upon the terms and conditions hereinafter specified. 1. Duties ? Place of work 1.1 |
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| February 19, 2021 |
EX-21.1 11 nt10015006x7ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 Subsidiaries of Gain Therapeutics, Inc. Name of Subsidiary Jurisdiction of Incorporation GT Gain Therapeutics SA Switzerland |
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| February 19, 2021 |
Exhibit 10.4 Gain Therapeutics, Inc. 4800 Hampden Lane Suite 200 Bethesda, MD 20814 July 8, 2020 Eric Richman (via email [email protected]) Dear Eric: Gain Therapeutics, Inc. (the ?Company?) is pleased to offer you the position of Chief Executive Officer of the Company on the following terms: 1. Position. (a) You will be employed as Chief Executive Officer (?CEO?) of the Company and y |
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| February 19, 2021 |
Form of Placement Agent Warrant Exhibit 10.11 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS |
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| February 19, 2021 |
Exhibit 4.2 Annex B Form of Investors? Rights Agreement INVESTORS? RIGHTS AGREEMENT 2 TABLE OF CONTENTS 1. Definitions 2 2. Registration Rights 4 2.1 Demand Registration 4 2.2 Company Registration 5 2.3 Underwriting Requirements 6 2.4 Obligations of the Company 7 2.5 Furnish Information 8 2.6 Expenses of Registration 8 2.7 Delay of Registration 8 2.8 Indemnification 8 2.9 Reports Under Exchange Ac |
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| February 19, 2021 |
Exhibit 10.7 Lugano, June lst, 2020 Mr. Salvatore Calabrese Via Quintino Sella, n.2 20121, Milano (Mi) Italy Tax ID (P.IVA): 10437540965 Re: Consulting Agreement Dear Mr. Calabrese, We hereby intend to submit to your attention the following proposal. CONSULTING AGREEMENT between GT Gain Therapeutics S.A, a Swiss Corporation, with registered office in Via Peri 9D, 6900 Lugano, Switzerland, registra |
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| January 29, 2021 |
Exhibit 10.10 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the ?Agreement?) is dated as of July , 2020, by and among GAIN THERAPEUTICS, INC., a Delaware corporation, with headquarters located at (the ?Company?), GT Gain Therapeutics SA, a Swiss company (?GT Gain SA?) and , with a mailing address of (the ?Investor?). WHEREAS: A. The Investor holds shares (the ?GT Gain Common Shares?) of common stock |
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| January 29, 2021 |
Exhibit 10.7 Lugano, June lst, 2020 Mr. Salvatore Calabrese Via Quintino Sella, n.2 20121, Milano (Mi) Italy Tax ID (P.IVA): 10437540965 Re: Consulting Agreement Dear Mr. Calabrese, We hereby intend to submit to your attention the following proposal. CONSULTING AGREEMENT between GT Gain Therapeutics S.A, a Swiss Corporation, with registered office in Via Peri 9D, 6900 Lugano, Switzerland, registra |
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| January 29, 2021 |
Skadden, Arps, Slate, Meagher & Flom llp Skadden, Arps, Slate, Meagher & Flom llp ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000 www. |
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| January 29, 2021 |
TABLE OF CONTENTS As confidentially submitted with the United States Securities and Exchange Commission on January 29, 2021. |
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| January 29, 2021 |
Exhibit 10.3 LICENSE AGREEMENT BETWEEN MINORYX THERAPEUTICS, S.L. AND GT GAIN THERAPEUTICS SA ROUSAUD COSTAS DURAN SLP December 2017 LICENSE AGREEMENT Barcelona, on December 20th, 2017 (hereinafter the ?Effective Date?), BETWEEN MINORYX THERAPEUTICS, S.L. (hereinafter, the ?Licensor? or ?Minoryx?), a company organized under the laws of Spain, with registered offices at Avenida Ernest Lluch, 32, 08 |
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| January 29, 2021 |
Exhibit 10.6 Lugano, September l, 2019 Mr. Salvatore Calabrese Via Quintino Sella, n.2 20121, Milano (Mi) Italy Tax ID (P.IVA): 10437540965 Re: Consulting Agreement Dear Mr. Calabrese, We hereby intend to submit to your attention the following proposal. CONSULTING AGREEMENT between GT Gain Therapeutics S.A, a Swiss Corporation, with registered office in Via Peri 9D, 6900 Lugano, Switzerland, regis |
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| January 29, 2021 |
Annex B Form of Investors’ Rights Agreement INVESTORS’ RIGHTS AGREEMENT Exhibit 4.2 Annex B Form of Investors? Rights Agreement INVESTORS? RIGHTS AGREEMENT 2 TABLE OF CONTENTS 1. Definitions 2 2. Registration Rights 4 2.1 Demand Registration 4 2.2 Company Registration 5 2.3 Underwriting Requirements 6 2.4 Obligations of the Company 7 2.5 Furnish Information 8 2.6 Expenses of Registration 8 2.7 Delay of Registration 8 2.8 Indemnification 8 2.9 Reports Under Exchange Ac |
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| January 29, 2021 |
Gain Therapeutics, Inc. 4800 Hampden Lane Suite 200 Bethesda, MD 20814 Exhibit 10.4 Gain Therapeutics, Inc. 4800 Hampden Lane Suite 200 Bethesda, MD 20814 July 8, 2020 Eric Richman (via email [email protected]) Dear Eric: Gain Therapeutics, Inc. (the ?Company?) is pleased to offer you the position of Chief Executive Officer of the Company on the following terms: 1. Position. (a) You will be employed as Chief Executive Officer (?CEO?) of the Company and y |
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| January 29, 2021 |
COMMON STOCK PURCHASE WARRANT GAIN THERAPEUTICS, INC. Exhibit 10.11 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS |
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| January 8, 2021 |
Subsidiaries of Gain Therapeutics, Inc. Exhibit 21.1 Subsidiaries of Gain Therapeutics, Inc. Name of Subsidiary Jurisdiction of Incorporation GT Gain Therapeutics SA Switzerland |
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| January 8, 2021 |
Gain Therapeutics, Inc. 4800 Hampden Lane Suite 200 Bethesda, MD 20814 EX-10.4 3 filename3.htm Exhibit 10.4 Gain Therapeutics, Inc. 4800 Hampden Lane Suite 200 Bethesda, MD 20814 July 8, 2020 Eric Richman (via email [email protected]) Dear Eric: Gain Therapeutics, Inc. (the “Company”) is pleased to offer you the position of Chief Executive Officer of the Company on the following terms: 1. Position. (a) You will be employed as Chief Executive Officer (“CE |
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| January 8, 2021 |
Annex B Form of Investors’ Rights Agreement INVESTORS’ RIGHTS AGREEMENT EX-4.2 2 filename2.htm Exhibit 4.2 Annex B Form of Investors’ Rights Agreement INVESTORS’ RIGHTS AGREEMENT 2 TABLE OF CONTENTS 1. Definitions 2 2. Registration Rights 4 2.1 Demand Registration 4 2.2 Company Registration 5 2.3 Underwriting Requirements 6 2.4 Obligations of the Company 7 2.5 Furnish Information 8 2.6 Expenses of Registration 8 2.7 Delay of Registration 8 2.8 Indemnification 8 2.9 Re |
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| January 8, 2021 |
Skadden, Arps, Slate, Meagher & Flom llp Skadden, Arps, Slate, Meagher & Flom llp ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000 www. |
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| January 8, 2021 |
Annex 1: List of ongoing projects and companies with limited consulting activities EX-10.5 4 filename4.htm Exhibit 10.5 Lugano, August 13, 2020 Re: Your employment at GT Gain Therapeutics SA, Lugano: Dear Dr. Bellotto: In accordance with our previous understandings, we wish to confirm that it is the intention of GT Gain Therapeutics SA, (hereinafter the "Company") to enter into this indefinite term employment agreement upon the terms and conditions hereinafter specified. This em |
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| January 8, 2021 |
TABLE OF CONTENTS As confidentially submitted with the United States Securities and Exchange Commission on January 8, 2021. |
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| November 16, 2020 |
Skadden, Arps, Slate, Meagher & Flom llp Skadden, Arps, Slate, Meagher & Flom llp ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000 www. |
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| November 16, 2020 |
TABLE OF CONTENTS As confidentially submitted with the United States Securities and Exchange Commission on November 16, 2020. |
