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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 24, 2025
| 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ¨
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 | GANX | The Nasdaq Stock Market LLC |
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On June 24, 2025, Gain Therapeutics, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company’s common stock from 50,000,000 shares to 100,000,000 shares. The increase in the number of authorized shares was approved by a majority of the votes cast at its annual meeting, as described in Item 5.07 below.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed with this report as Exhibit 3.1 and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On June 24, 2025, the Company held its annual meeting of stockholders (the “Annual Meeting”), at which a quorum was present. The matters voted on at the Annual Meeting were: (1) the election of eight directors, (2) the ratification of the appointment of Ernst & Young AG as the Company’s independent registered public accounting firm, (3) the approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase its authorized shares of common stock from 50,000,000 to 100,000,000, and (4) the approval of the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event there are insufficient votes for, or otherwise in connection with, the approval of Proposal 3. The final voting results were as follows:
1. The election of Gene Mack, Dov Goldstein, M.D., Hans Peter Hasler, Khalid Islam, Ph.D., Gwen Melincoff, Claude Nicaise, M.D., Eric I. Richman, and Jeffrey Riley as directors to hold office for a term of one year, until their successors are duly elected and qualified or they are otherwise unable to complete their respective terms. The votes were cast for this matter were as follows:
| Nominee | For | Withheld | Broker Non-Votes | |||
| Gene Mack | 10,078,460 | 48,900 | 8,426,391 | |||
| Dov Goldstein, M.D. | 10,079,460 | 47,900 | 8,426,391 | |||
| Hans Peter Hasler | 9,149,943 | 977,417 | 8,426,391 | |||
| Khalid Islam, Ph.D. | 10,008,790 | 118,570 | 8,426,391 | |||
| Gwen Melincoff | 10,078,460 | 48,900 | 8,426,391 | |||
| Claude Nicaise, M.D. | 10,077,860 | 49,500 | 8,426,391 | |||
| Eric I. Richman | 8,273,363 | 1,853,997 | 8,426,391 | |||
| Jeffrey Riley | 9,997,154 | 130,206 | 8,426,391 |
2. The proposal to ratify the appointment of Ernst & Young AG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was approved based upon the following votes:
| For | Against | Abstain | ||
| 18,033,714 | 475,364 | 44,671 |
3. The proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase its authorized shares of common stock from 50,000,000 to 100,000,000 was approved based upon the following votes:
| For | Against | Abstain | ||
| 16,302,195 | 2,239,298 | 12,258 |
4. The proposal to approve the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event there are insufficient votes for, or otherwise in connection with, the approval of Proposal 3 was approved based upon the following votes:
| For | Against | Abstain | ||
| 17,926,433 | 607,272 | 20,043 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 3.1 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of Gain Therapeutics, Inc., filed with the Secretary of State of the State of Delaware on June 24, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). |
SIGNATURE
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 24, 2025 | By: | /s/ Gene Mack |
| Name: | Gene Mack | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
GAIN THERAPEUTICS, INC.
A Delaware Corporation
Pursuant to Section 242 of the General Corporation Law of the State of Delaware, Gain Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:
| 1. | The name of the Corporation is Gain Therapeutics, Inc. The Corporation was incorporated by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware June 26, 2020 (as further amended and restated, the “Certificate of Incorporation”). |
| 2. | The Certificate of Incorporation is hereby amended to increase the authorized shares of the Corporation’s common stock, par value $0.0001 per share, by deleting Paragraph A of Article FOURTH, and replacing such paragraph with the following: |
“Authorized Capital Stock. The total number of shares of all classes of stock that the Corporation shall have authority
to issue is 110,000,000 shares of stock, consisting of (i) 100,000,000 shares of Common Stock, par value $0.0001 per share (the “Common
Stock”) and (ii) 10,000,000 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”)
The number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof
then outstanding) by the affirmative vote of the holders of a majority of the voting power of the shares entitled to vote thereon irrespective
of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of any of
the Common Stock or Preferred Stock voting separately as a class shall be required therefor, unless a vote of any such holder is required
pursuant to this Amended and Restated Certificate of Incorporation.”
| 3. | The Board of Directors of the Corporation has duly adopted a resolution pursuant to Section 242 of the General Corporation Law of the State of Delaware setting forth a proposed amendment to the Certificate of Incorporation and declaring said amendment to be advisable. The requisite stockholders of the Corporation have duly approved said proposed amendment in accordance with Section 242 of the General Corporation Law of the State of Delaware. |
| 4. | All other provisions of the Certificate of Incorporation shall remain in full force and effect. |
| 5. | This Certificate of Amendment and the amendment to the Certificate of Incorporation effected hereby shall be effective immediately upon filing. |
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its Chief Executive Officer on this 24th day of June, 2025.
| GAIN THERAPEUTICS, INC. | ||
| By: | /s/ Gene Mack | |
| Name: | Gene Mack | |
| Title: | Chief Executive Officer | |