Gain Therapeutics Announces Closing of $10.1 Million Public Offering and Concurrent Private Placement of Common Stock and Warrants, Including Full Exercise of Over-Allotment Option
November 24 2023 - 1:01PM
Gain Therapeutics, Inc. (“Gain” or the “Company”) (Nasdaq:
GANX) today announced the closing of an underwritten public
offering of 2,545,000 shares of its common stock and warrants to
purchase up to an aggregate of 1,272,500 shares of its common stock
at a combined public offering price of $2.005 per share and
accompanying warrant, including 331,956 shares of common stock and
warrants to purchase 165,978 shares of common stock issued pursuant
to the full exercise by the underwriter of its over-allotment
option. The public offering price for each set of two shares of
common stock and accompanying warrant to purchase one share of
common stock was $4.01 per set of securities, yielding an effective
price of $2.00 per share and $0.01 per warrant. The warrants were
sold at the rate of one warrant for every two shares of common
stock. The warrants have an exercise price of $2.75 per share, are
exercisable immediately, and will expire five years following the
date of issuance.
In a private placement completed concurrently
with the completion of the public offering, Gain issued to an
accredited investor 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 was $2.00. The
warrants issued in the private placement have an exercise price of
$2.75 per share, will be exercisable beginning six months after
issuance and expire five years from the date of issuance.
Newbridge Securities Corporation acted as the
sole book-running manager for the public offering and as placement
agent for the private placement. Allele Capital Partners, LLC acted
as Financial Advisor to Gain.
Gross proceeds from the public and private
offering were approximately $10.1 million, excluding underwriting
and placement agent discounts and commissions and other
offering-related expenses.
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 were
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 final prospectus supplement relating to the public
offering was filed with the SEC and is available on the SEC’s
website at www.sec.gov. 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 was 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 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 final
prospectus supplement 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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