Item 9.01 Financial Statements and Exhibits.
* The information furnished in Item 7.01 of this Current Report
on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
Forward-Looking Statements
In addition to historical information, this
communication contains "forward-looking" statements including, but not limited to, GAIN management's expectations for
the future. All statements other than statements of historical or current fact included in this communication that address activities,
events, conditions or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements.
A variety of important factors could cause results to differ materially from such statements. These factors are noted throughout
GAIN's annual report on Form 10-K for the year ended December 31, 2019, as filed with the U.S. Securities and Exchange Commission
(the “SEC”) on March 16, 2020, and include, but are not limited to, the actions of both current and potential new competitors,
fluctuations in market trading volumes, financial market volatility, evolving industry regulations, errors or malfunctions in GAIN’s
systems or technology, rapid changes in technology, effects of inflation, customer trading patterns, the success of our products
and service offerings, our ability to continue to innovate and meet the demands of our customers for new or enhanced products,
our ability to successfully integrate assets and companies we have acquired, our ability to effectively compete, changes in tax
policy or accounting rules, fluctuations in foreign exchange rates and commodity prices, adverse changes or volatility in interest
rates, the risk that our stockholders may not adopt the Merger Agreement, the risk that the necessary regulatory approvals may
not be obtained or may be obtained subject to conditions that are not anticipated, risks that any of the closing conditions to
the proposed Merger may not be satisfied in a timely manner, as well as general economic, business, credit and financial market
conditions, internationally or nationally, and our ability to continue paying a quarterly dividend in light of future financial
performance and financing needs. The forward-looking statements included herein represent GAIN’s views as of the date of
this communication. GAIN undertakes no obligation to revise or update publicly any forward-looking statement for any reason unless
required by law.
Additional Information and Where to Find it
On May 1, 2020, GAIN filed the definitive
proxy statement on Schedule 14A with the SEC. Additionally, GAIN plans to file other relevant materials with the SEC in connection
with the proposed transaction. This material is not a substitute for the definitive proxy statement or any other document which
GAIN may file with the SEC. The definitive proxy statement has been sent or given to the stockholders of GAIN and contains important
information about the proposed transaction and related matters. INVESTORS IN AND SECURITY HOLDERS OF GAIN ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR FURNISHED OR WILL BE FILED OR WILL BE FURNISHED WITH
THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BEFORE MAKING ANY VOTING
OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE TRANSACTION, RELATED MATTERS AND THE PARTIES TO THE TRANSACTION. The materials filed by GAIN with the SEC may be obtained free
of charge at the SEC’s website at www.sec.gov or in the “Investor Relations” section of GAIN’s website
at www.gaincapital.com.
Participants in Solicitation
GAIN and its directors and certain of its
executive officers may be considered participants in the solicitation of proxies from GAIN’s stockholders in connection with
the proposed transaction. Information about the directors and executive officers of GAIN is set forth in its Annual Report on Form
10-K for the year ended December 31, 2019, which was filed with the SEC on March 16, 2020 and its proxy statement for its 2020
annual meeting of stockholders, which was filed with the SEC on April 29, 2020. These documents can be obtained free of charge
from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description
of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant
materials in connection with the transaction to be filed with the SEC when they become available.