---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-120819"
form_type: "8-K"
ticker: "GANX"
cik: "0001819411"
company_name: "Gain Therapeutics, Inc."
filed_at: "2023-11-22T23:59:59+00:00"
generated_at: "2026-06-07T22:21:03.902978+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Gain Therapeutics prices $9.4M public offering and concurrent private placement of common stock and warrants

## Summary
- Public offering of 2,213,044 shares and 1,106,522 warrants at $2.005/unit; warrants exercisable at $2.75 for 5 years.
- Concurrent private placement for $5.0M: common/pre-funded warrants and warrants for 2,500,088 shares at $2.00.
- Aggregate gross proceeds $9.4M; net proceeds expected ~$8.35M after fees.
- Proceeds to fund GT-02287 development for GBA1 Parkinson's and general corporate purposes.
- Newbridge Securities sole underwriter; closing expected Nov 24, 2023.

## SEC filing metadata
- accession: 0001104659-23-120819
- form_type: 8-K
- ticker: GANX
- cik: 0001819411
- company_name: Gain Therapeutics, Inc.
- filed_at: 2023-11-22T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1819411/000110465923120819/0001104659-23-120819-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1819411/000110465923120819/tm2330139d3_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-120819
- JSON: https://secwatch.observer/filing/0001104659-23-120819.json
- Plain text: https://secwatch.observer/filing/0001104659-23-120819.txt

## Key facts
- Material Agreements
  Gain Therapeutics, Inc. entered into Underwriting Agreement with Newbridge Securities Corporation valued at aggregate gross proceeds of $4.4 million (effective 2023-11-21).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: Newbridge Securities Corporation
  - Value: aggregate gross proceeds of $4.4 million
  - Effective: 2023-11-21
  source text: On November 21, 2023, Gain Therapeutics, Inc., a Delaware corporation (the “ Company ”), entered into an underwriting agreement (the “ Underwriting Agreement ”) with Newbridge Securities Corporation, as the underwriter named therein (the “ Underwriter ”), relating to the offering, issuance and sale of an aggregate of (i) 2,213,044 shares of the Company’s common stock, par value $0.0001 per share (“ Common Stock ”) and (ii) warrants to purchase 1,106,522 shares of Common Stock (the “ Warrants ” and the shares of Common Stock underlying the Warrants, the “ Warrant Shares ”) for aggregate gross proceeds of $4.4 million (the “ Offering ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1819411/000110465923120819/0001104659-23-120819-index.htm
- Material Agreements
  Gain Therapeutics, Inc. entered into Securities Purchase Agreement with an accredited investor valued at aggregate gross proceeds of $5.0 million (effective 2023-11-21).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: an accredited investor
  - Value: aggregate gross proceeds of $5.0 million
  - Effective: 2023-11-21
  source text: On November 21, 2023, in a private placement (the “ Concurrent Private Offering ”) to be completed concurrently with the completion of the Offering, the Company entered into a securities purchase agreement (the “ Securities Purchase Agreement ”) with an accredited investor (“ Private Purchaser ”) whereby the Company will issue an aggregate of (i) 744,026 shares of Common Stock (the “ Private Shares ”), (ii) pre-funded warrants (the “ Pre-Funded Warrants ”) exercisable for an aggregate of up to 1,756,062 shares of Common Stock and (iii) warrants (the “ Private Warrants ”) to purchase up to an aggregate of 2,500,088 shares of the Company’s common stock (“ Private Warrant Shares ”) for aggregate gross proceeds of $5.0 million.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1819411/000110465923120819/0001104659-23-120819-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.