aibioGain Therapeutics prices public offering of shares and warrants for $7.0 million gross proceeds
Tickers GANX
Gain agreed to sell 4,501,640 shares and warrants for 2,250,820 shares at $3.11 per set through Newbridge Securities. It expects net proceeds of approximately $6.3 million, with closing expected on or about July 17, 2025.
Key facts
- Company
- Gain Therapeutics, Inc. (NASDAQ: GANX)
- News type
- Financings
- Primary source
- Gain Therapeutics, Inc. Form 8-K filed July 17, 2025 (SEC EDGAR)
Gain Therapeutics, Inc. (Nasdaq: GANX) agreed on July 16, 2025 to sell 4,501,640 shares of common stock and warrants to purchase 2,250,820 shares in an underwritten public offering. The aggregate gross proceeds, meaning the total before fees, are approximately $7.0 million. The company disclosed the deal in a Form 8-K filed July 17, 2025. Newbridge Securities Corporation is the underwriter. The offering was expected to close on or about July 17, 2025, subject to customary closing conditions.
The terms of the offering
The securities were sold as sets of two shares and one warrant. The public offering price for each set was $3.11. The filing says that works out to an effective price of $1.55 per share and $0.01 per warrant. Each warrant has an exercise price of $1.65 per share, can be exercised immediately and runs for five years from the closing.
The warrants may be exercised on a cashless basis only if no registration statement covers the warrant shares, or if the prospectus is not available for their issuance. The company is prohibited from allowing an exercise that would result in a holder and its affiliates owning more than 4.99% of the common stock, or 9.99% if the holder elects that level.
The company expects net proceeds of approximately $6.3 million after underwriting discounts, commissions and other estimated offering expenses. In the underwriting agreement, the underwriter agreed to buy each set at a combined purchase price of $2.8923, with $0.0093 allocated to the value of each warrant.
Shelf registration and the option
The offering is made under a Form S-3 shelf registration statement (File No. 333-265061), initially filed on May 18, 2022, amended on May 23, 2022, and declared effective on June 1, 2022.
Gain granted the underwriter a 30-day option to buy up to an additional 675,246 shares and/or additional warrants for up to 337,623 shares. That is up to 15% of the securities sold in the offering, and it is meant to cover over-allotments. The company also agreed to certain restrictions on issuing and selling its common stock and securities convertible into it. Directors, officers and other principal holders signed lock-up agreements that restrict sales for 90 days after the final prospectus.
Underwriter's warrants
At closing, Gain agreed to issue the underwriter warrants to purchase up to 315,115 shares, or 7% of the shares sold. The number rises to up to 362,382 shares if the underwriter uses its option in full. These warrants carry an exercise price of $1.94 per share and become exercisable six months after the date of the underwriting agreement, for a period of four and one-half years. Their piggyback registration rights expire five years from the agreement date.
Because these warrants are not registered, the company reported them under Item 3.02, relying on Section 4(a)(2) of the Securities Act and Rule 506(b). Gain will also sign a warrant agent agreement with its transfer agent, Pacific Stock Transfer Company. Lowenstein Sandler LLP gave the legal opinion on the validity of the securities.
What the company will do with the money
In its launch press release dated July 15, 2025, Gain said it intends to use the net proceeds to continue clinical and nonclinical development of its lead product candidate, GT-02287, and for general corporate purposes. The release says GT-02287 is being evaluated for the treatment of Parkinson's disease with or without a GBA1 mutation in a Phase 1b clinical trial.
About the company
Gain describes itself as a clinical-stage biotechnology company leading the discovery and development of next generation allosteric therapies. The company's annual report shows why the raise matters. It says there is substantial doubt about Gain's ability to continue as a going concern. As of December 31, 2024 it had cash and cash equivalents of $10.4 million and an accumulated deficit of $81.2 million. For 2024 it reported net losses of $20.4 million and negative cash flows from operations of $18.9 million. The $6.3 million of expected net proceeds is small against that rate of loss. Chief Executive Officer Gene Mack signed the 8-K.