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 stock in lieu of shares of
common stock to certain investors. The pre-funded warrants will be
immediately exercisable, and may be exercised at any time after
their original issuance. The purchase price of each pre-funded
warrant sold in the offering will be equal to the price at which a
share of common stock is sold in the offering, minus $0.0001,
and the exercise price of each pre-funded warrant will
equal $0.0001 per share.
In connection with the offering, Gain has
granted the underwriter a 30-day option to purchase up to an
additional 1,222,222 shares of common stock at the public offering
price, less underwriting discounts and commissions.
Titan Partners Group, a division of American
Capital Partners, is acting as the sole bookrunner for the
offering.
Gain expects to receive aggregate gross proceeds
from the offering, excluding the exercise of the underwriter’s
option, if any, of approximately $11.0 million, excluding
underwriting discounts and commissions and other offering-related
expenses.
The offering is expected to close on or about
June 17, 2024, subject to customary closing conditions.
Gain intends to use the net proceeds from the
offering to continue clinical and nonclinical development of its
lead product candidate GT-02287 for the treatment of
neurodegenerative diseases including GBA1 Parkinson’s disease and
for general corporate purposes.
The securities in the offering are being offered
pursuant to a prospectus supplement and an accompanying base
prospectus forming part of a shelf registration statement on Form
S-3 (File No. 333-265061), which was previously filed with the
Securities and Exchange Commission (“SEC”) and became effective on
June 1, 2022. A preliminary prospectus supplement and accompanying
base prospectus relating to the offering was filed with the SEC and
is available on the SEC’s website at www.sec.gov. A final
prospectus supplement relating to the offering will be filed with
the SEC and will be available on the SEC’s website located at
www.sec.gov. When available, copies of the final prospectus
supplement and the accompanying base prospectus may be obtained for
free by contacting Titan Partners Group LLC, a division of American
Capital Partners, LLC, 4 World Trade Center, 29th Floor, New York,
NY 10007, by phone at (929) 833-1246 or by email at
prospectus@titanpartnersgrp.com.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any of the
securities described herein, nor shall there be any sale of these
securities in any state or other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state or other
jurisdiction.
About Gain Therapeutics,
Inc.
Gain Therapeutics, Inc. is a clinical-stage
biotechnology company leading the discovery and development of next
generation allosteric therapies. Gain’s lead drug candidate
GT-02287 for the treatment of GBA1 Parkinson’s disease, is
currently being evaluated in a Phase 1 clinical trial.
Leveraging AI-supported structural biology,
proprietary algorithms, and supercomputer-powered physics-based
models, the company’s Magellan™ drug discovery platform can
identify novel allosteric binding sites on disease-implicated
proteins, pinpointing pockets that cannot be found or drugged with
current technologies. Its AI and machine-learning tools and virtual
screening capabilities leverage the emerging on-demand compound
libraries covering vast chemical spaces of over five trillion
compounds to identify and select suitable small molecule hits for
experimental validation.
Gain’s unique approach enables the discovery of
novel, allosteric small molecule modulators that can restore or
disrupt protein function. Deploying its highly advanced platform,
Gain is accelerating drug discovery and unlocking novel
disease-modifying treatments for untreatable or difficult-to-treat
disorders including neurodegenerative diseases, rare genetic
disorders and oncology.
Forward Looking Statements
This release contains “forward-looking
statements” made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. These statements
are typically preceded by words such as “believes,” “expects,”
“anticipates,” “intends,” “will,” “may,” “should,” or similar
expressions. These forward-looking statements reflect management’s
current knowledge, assumptions, judgment and expectations regarding
future performance or events. Although management believes that the
expectations reflected in such statements are reasonable, they give
no assurance that such expectations will prove to be correct or
that those goals will be achieved, and you should be aware that
actual results could differ materially from those contained in the
forward-looking statements. Forward-looking statements are subject
to a number of risks and uncertainties, including, but not limited
to, risks associated with market conditions and the satisfaction of
customary closing conditions related to the offering and
uncertainties related to the offerings and the use of proceeds from
the offerings. For a further description of the risks and
uncertainties that could cause actual results to differ from those
expressed in these forward-looking statements, as well as risks
relating to the Company’s business in general, please refer to the
Company’s prospectus supplement to be filed with the SEC, and the
documents incorporated by reference therein, including the
Company’s Form 10-K for the year ended December 31, 2023 and Form
10-Q for the quarter ended March 31, 2024.
All forward-looking statements are expressly
qualified in their entirety by this cautionary notice. You are
cautioned not to place undue reliance on any forward-looking
statements, which speak only as of the date of this release. We
have no obligation, and expressly disclaim any obligation, to
update, revise or correct any of the forward-looking statements,
whether as a result of new information, future events or
otherwise.
Investor Contact:CORE IR(516)
222-2560ir@gaintherapeutics.com
Media Contacts:Russo PartnersNic Johnson and
Elio
Ambrosionic.johnson@russopartnersllc.comelio.ambrosio@russopartnersllc.com(212)
845-4242
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