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 shares of its common stock
at a combined public offering price of $2.005 per share and
accompanying warrant. The public offering price for each set of two
shares of common stock and accompanying warrant to purchase one
share of common stock is $4.01 per set of securities, yielding an
effective price of $2.00 per share and $0.01 per warrant. The
warrants are being sold at the rate of one warrant for every two
shares of common stock. The warrants will have an exercise price of
$2.75 per share, are exercisable immediately upon issuance, and
will expire five years following the date of issuance.
In connection with the offering, Gain has
granted the underwriters a 30-day option to purchase up to an
additional 15% of shares of common stock and/or warrants to
purchase shares of common stock at the public offering price, less
underwriting discounts and commissions.
In a private placement to be completed
concurrently with the completion of the public offering, Gain will
issue to an accredited investor an aggregate of 2,500,088 shares of
common stock (or pre-funded warrants in lieu thereof) and warrants
to purchase up to 2,500,088 shares of common stock. The offering
price per share and accompanying warrant sold in the private
placement is $2.00. The warrants issued in the private placement
will be exercisable at an exercise price of $2.75 per share, will
be exercisable beginning six months after issuance and will expire
five years from the date of issuance.
Newbridge Securities Corporation is acting as
the sole book-running manager for the public offering and as
placement agent for the private placement. Allele Capital Partners,
LLC is acting as Financial Advisor to Gain.
Gain expects to receive aggregate gross proceeds
from the public and private offering, excluding the exercise of the
underwriters’ option, if any, of approximately $9.4 million,
excluding underwriting and placement agent discounts and
commissions and other offering-related expenses.
The offerings are expected to close on or about
November 24, 2023, subject to customary closing conditions.
Gain intends to use the net proceeds from the
offerings 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 public 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 public 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 public 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 Newbridge Securities Corporation, Attn: Equity
Syndicate Department, 1200 North Federal Highway, Suite 400, Boca
Raton, FL 33432, by email at syndicate@newbridgesecurities.com or
by telephone at (877) 447-9625.
The private placement is being conducted
pursuant to the exemption from registration provided in Section
4(a)(2) under the Securities Act of 1933 and/or Rule 506(b)
promulgated thereunder.
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, in development 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 SEE-Tx® discovery platform can identify novel
allosteric binding sites on disease-implicated proteins,
pinpointing pockets that cannot be found or drugged with current
technologies. 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 Statement
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, 2022 and Forms
10-Q for the quarters ended March 31, 2023, June 30, 2023 and
September 30, 2023.
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 & Media
Contact:
Susan SharpeLinnden Communications(919)
602-2330susan@linndencom.com
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