Gain Therapeutics (GANX) Prices 7.12M Share Offering at $1.35/sh

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 [email protected].

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.

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