Gain Therapeutics Inc美股招股说明书(2025-07-17版)

We are offering 4,501,640 shares of our common stock, par value $0.0001 per share, and accompanying warrants (“Common Warrants”)to purchase up to 2,250,820 shares of our common stock pursuant to this prospectus supplement and accompanying prospectus. The CommonWarrants are being offered and sold at the rate of one Common Warrant to purchase one share of common stock for every two shares ofcommon stock. The public offering price for each set of two shares of common stock and accompanying Common Warrant to purchase oneshare of common stock is $3.11, yielding an effective price of $1.55 per share and $0.01 per Common Warrant. Each Common Warrant willhave an exercise price of $1.65 per share of common stock and will be immediately exercisable on the date of issuance. The CommonWarrants will expire fiveyears after the date of issuance. See “Description of Securities We Are Offering” in this prospectus supplement foradditional information. The Common Warrants will be issued in book-entry form pursuant to a warrant agency agreement between us andPacific Stock Transfer Company as warrant agent (the “Warrant Agent”). The shares of common stock and the accompanying Common Warrants can only be purchased together in this offering but will be issuedseparately and will be immediately separable upon issuance. This offering also relates to the shares of common stock issuable upon theexercise of the Common Warrants. Our common stock is traded on the Nasdaq Global Market under the symbol “GANX.” The last reported sale price of our common stockon July14, 2025 was $1.86 per share. There is no established public trading market for the Common Warrants, and we do not expect a marketto develop. We do not intend to apply for listing of the Common Warrants on any securities exchange or other nationally recognized tradingsystem. Without an active trading market, the liquidity of the Common Warrants will be limited. Investing in these securities involves a high degree of risk. Before buying shares of our common stock, you should carefully consider the riskfactors described in “Risk Factors” beginning on pageS-9of this prospectus supplement and in the risks discussed under similar headings in thedocuments incorporated by reference into this prospectus supplement and the accompanying prospectus, and any free writing prospectus that wehave authorized for use in connection with this offering. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. EFFECTIVEPER SHAREANDACCOMPANYINGWARRANT(1) Public offering price Underwriting discounts and commissions(2) Proceeds to us, before expenses(3) (1)Based on a price of $3.11 per set of two shares of common stock and one Common Warrant to purchase one share of common stock andincluding $0.01 per Common Warrant for each whole accompanying Common Warrant, which is allocated between the two shares ofCommon Stock. (2)Does not include the reimbursement of certain expenses of the underwriter we have agreed to pay. We have also agreed to issue theunderwriter or its designees at the closing of this offering warrants to purchase the number of shares of common stock equal to 7% of theaggregate number of shares of common stock, including any shares of our common stock sold pursuant to the underwriter’s option topurchase additional securities (the “Underwriter Warrants”). See the section entitled “Underwriting” beginning on pageS-17for adescription of the compensation payable to the underwriter. (3)The amount of the offering proceeds to us presented in this table does not give effect to any exercise of the Common Warrants beingissued in this offering. We have granted the underwriter an option for a period of 30days to purchase up to an additional 675,246 shares of our common stockand/or additional Common Warrants to purchase 337,623 shares of common stock from us, in each case, at the price to the public set forthabove and in footnote (1)less the underwriting discount. The underwriter expects to deliver the shares of common stock and accompanying Common Warrants against payment on or aboutJuly17, 2025.Sole Book-Running Manager Newbridge Securities Corporation The date of this prospectus supplement is July 16, 2025. TABLE OF CONTENTS PAGEProspectus SupplementABOUT THIS PROSPECTUS SUPPLEMENTS-1FORWARD-LOOKING STATEMENTSS-2PROSPECTUS SUPPLEMENT SUMMARYS-4RISK FACTORSS-9USE OF PROCEEDSS-12DESCRIPTION OF SECURITIES WE ARE OFFERINGS-14DILUTIONS-16UNDERWRITINGS-17LEGAL MATTERSS-21EXPERTSS-21WHERE YOU CAN FIND MORE INFORMATIONS-22INCORPORATION OF DOCUMENTS BY REFERENCES-23ProspectusABOUT THIS PROSPECTUSiSUMMARY1RISK FACTORS7SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS8USE OF PROCEEDS10DESCRIPTION OF CAPITAL STOCK11DESCRIPTION OF DEBT SECURITIES15DESCRIPTION OF WARRANTS22LEGAL OWNERSHIP OF SECURITIES