UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 23, 2023

 

GAIN THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)

 

Delaware		001-40237		85-1726310
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

4800 Montgomery Lane, Suite 220  Bethesda, Maryland
		20814
(Address of principal executive offices)		(Zip Code)

 

(301) 500-1556

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		GANX		The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).           Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders

 

On June 23, 2023, Gain Therapeutics, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”), at which a quorum was present. At the Annual Meeting, the stockholders of the Company voted on the following two proposals: (1) to elect eight nominees for director, Matthias Alder, Dov Goldstein, M.D., Hans Peter Hasler, Khalid Islam, Ph.D., Gwen Melincoff, Claude Nicaise, M.D., Eric I. Richman and Jeffrey Riley, to the Board of Directors to hold office until the Company’s 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified (“Proposal 1”) and (2) to ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young AG as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2023 (“Proposal 2”). A more detailed description of each proposal is set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 28, 2023. The final results of the voting on each proposal are set forth below.

 

Proposal 1 - Election of Directors

 

The Company’s stockholders elected the eight persons listed below as directors, each to serve until the Company’s 2024 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The votes cast were as follows:

 

Nominees		For				Withheld				Broker Non-Votes
Matthias Alder			3,718,412				19,996				4,204,851
Dov Goldstein, M.D.			3,659,322				79,086				4,204,851
Hans Peter Hasler			3,491,745				246,663				4,204,851
Khalid Islam, Ph.D.			3,684,791				53,617				4,204,851
Gwen Melincoff			3,719,922				18,486				4,204,851
Claude Nicaise, M.D.			3,648,185				90,223				4,204,851
Eric I. Richman			3,711,215				27,193				4,204,851
Jeffrey Riley			3,716,202				22,206				4,204,851

 

Proposal 2 – Ratification of the Selection by the Audit Committee of the Board of Directors of Ernst & Young AG as the Independent Registered Public Accounting Firm of the Company for its Fiscal Year Ending December 31, 2023

 

The Company’s stockholders approved Proposal 2. The votes cast were as follows:

 

For				Against				Abstain
	7,927,104				4,642				11,513

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	GAIN THERAPEUTICS, INC.
Date:  June 23, 2023	By:	/s/ Matthias Alder
		Matthias Alder
		Chief Executive Officer