8-K
Gain Therapeutics, Inc. (GANX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): October 15, 2021
Gain Therapeutics, Inc.
(Exact Name of the Registrant as Specified in Charter)
| | | | | |
|---|---|---|---|---|
| Delaware | 001-40237 | 85-1726310 | ||
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission<br>File Number) | (IRS Employer<br><br>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)
4800 Hampden Lane , suite 220
Bethesda , Maryland **** 20814
(Former Name or Former Address, if Changed Since Last Report)
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 exchange on which registered |
| Common Stock, $0.0001 par value | GANX | NASDAQ Global Market |
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 ☒
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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) Appointment of Chief Operating Officer
On October 19, 2021, Gain Therapeutics, Inc. (the “Company”) publicly announced the appointment of Matthias Alder, age 56, to serve as the Company’s Chief Operating Officer effective as of October 15, 2021. Most recently, from July 2017 to September 2021, Mr. Alder was Chief Business Officer at Autolus Therapeutics, a biotechnology company focused on developing CAR T-cell therapies for hematological and solid tumors, where he led the corporate development, legal, IP and HR functions. Prior to joining Autolus, from October 2014 to June 2017, he served as EVP of Business Development & Licensing and as General Counsel of Sucampo Pharmaceuticals, Inc. He has also held executive management positions at Cytos Biotechnology AG as EVP Corporate Development and General Counsel from March 2013 to April 2014, and Micromet, Inc. from July 2006 to April 2012, last serving as SVP Administration and General Counsel. Earlier in his career, Matthias was a partner in the Life Sciences Transactions Practice at Cooley LLP and in-house counsel for Novartis’ pharmaceutical business.
Mr. Alder is a party to an employment agreement with the Company, which specifies his compensation and benefits. Mr. Alder’s annual base compensation will be $400,000, and he is eligible to participate in the Company’s management incentive plan at an incentive target of 35% of base compensation.
To induce Mr. Alder to join the Company and to provide long-term incentives that are in alignment with the Company’s stockholder interests, Mr. Alder will be eligible to receive a stock option grant of 200,000 shares with standard vesting conditions, and restricted stock unit grants of 200,000 vesting on specified performance conditions based on the achievement of business development targets and clinical development targets.
Mr. Alder is eligible to participate in the Company’s long-term compensation plans and health and welfare plans on the same terms offered to all plan participants, and will be entitled to severance payments and benefits upon termination by the Company without Cause or by Mr. Alder for good reason.
Additional Information
There are no family relationships between Mr. Alder and any other director or executive officer of the Company, or with any person selected to become an officer of the Company.
A copy of the press release announcing the hiring of Mr. Alder is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 8.01.Other Events
On October 19, 2021, Gain Therapeutics, Inc. issued a press release announcing the appointment of Matthias Alder as Chief Operating Officer.
A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and incorporated by reference herein.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits
The exhibits listed below are furnished as part of this Current Report on Form 8-K.
| | | |
|---|---|---|
| Exhibit No. | | Description |
| 99.1 | | Press release dated October 19, 2021, issued by the Company |
| 104 | | Cover Page Interactive Data File (embedded within the 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. | ||
|---|---|---|---|
| | | ||
| | By: | /s/ Eric I Richman | |
| | Name: | Eric I. Richman | |
| | Title: | Chief Executive Officer |
Date: October 20, 2021
Exhibit 99.1
Gain Therapeutics Appoints Matthias Alder as Chief Operating Officer
BETHESDA, MD, October 19, 2021 – Gain Therapeutics, Inc. (Nasdaq: GANX) (“Gain”, or the “Company”), a biotechnology company focused on identifying and optimizing allosteric binding sites never before targeted in neurodegenerative diseases and lysosomal storage disorders, today announced the appointment of Matthias Alder as Chief Operating Officer to advance the Company’s strategic and operational objectives, including the establishment of additional industry partnerships and the transition of the Company’s lead program in Gaucher and Parkinson’s Disease into clinical trials, which is expected to occur in 2022.
“I am delighted to welcome Matthias to Gain’s growing team as we methodically scale our platform and build our internal clinical trial capabilities and operations,” said Eric Richman, Chief Executive Officer of Gain. **** “He brings extensive experience in the pharma and biotech industries and is a seasoned executive who will complement our current executive team at a pivotal time for Gain as we grow the organization and prepare to advance our lead program into clinical trials.”
Matthias Alder joins Gain with more than 25 years of transactional, operational, and business development experience in the pharmaceutical and biotechnology industries. Most recently, Mr. Alder was Chief Business Officer at Autolus Therapeutics, a biotechnology company focused on developing CAR T-cell therapies for hematological and solid tumors, where he led the corporate development, legal, IP and HR functions. Prior to joining Autolus, he served as EVP of Business Development & Licensing and General Counsel of Sucampo Pharmaceuticals. During his tenure there, Mr. Alder established a late-stage development pipeline in orphan and rare CNS and oncology indications through acquisitions and strategic alliances. He has also held executive management positions at Cytos Biotechnology AG as EVP Corporate Development and General Counsel, and Micromet, Inc. as SVP Administration and General Counsel. Earlier in his career, Matthias was a partner in the Life Sciences Transactions Practice at Cooley LLP and in-house counsel for Novartis’ pharmaceutical business.
“I am excited to join Gain Therapeutics and work with Eric and the team to advance and expand the pipeline of drug candidates in CNS, oncology and other therapeutic areas through internal programs and partnerships,” said Matthias Alder. “Using its supercomputer-powered SEE-Tx^™^ discovery platform, Gain has already established a track record in rapid and successful drug discovery and early development and is poised to make a real difference in the clinic for patients with Parkinson’s and other neurodegenerative diseases.”
About Gain Therapeutics, Inc.
Gain Therapeutics, Inc. is positioned at the confluence of technology and healthcare and focused on redefining drug discovery with its SEE-Tx™ target identification platform. By identifying and optimizing allosteric binding sites that have never before been targeted, Gain is unlocking new treatment options for difficult-to-treat disorders characterized by protein misfolding. Gain was established in 2017 with the support of its founders and institutional investors. It has been awarded funding support from The Michael J. Fox Foundation for Parkinson’s Research (MJFF) and The Silverstein Foundation for Parkinson’s with GBA, as well as from the Eurostars-2 joint program with co-funding from the European Union Horizon 2020 research and Innosuisse. In July 2020, Gain Therapeutics, Inc. completed a share 1
exchange with Gain Therapeutics, SA, a Swiss corporation, whereby GT Gain Therapeutics SA became a wholly owned subsidiary of Gain Therapeutics, Inc.
For more information, please visit https://www.gaintherapeutics.com
About SEE-Tx^TM^and STARs
The Company uses its proprietary supercomputer-based platform, Site-Directed Enzyme Enhancement Therapy (“SEE-Tx^™^”), to discover novel allosteric sites on misfolded proteins and identify proprietary small molecules (Structurally Targeted Allosteric Regulators, or “STARs”) that bind these sites and restore protein folding, potentially treating the underlying disease. These small molecule binding sites, away from the protein’s active areas, are called allosteric sites. The Company believes targeting the allosteric binding site instead of the active binding site can provide a number of advantages: superior regulation of misfolded proteins implicated in disease, enhanced specificity by being non-competitive with the natural substrate and the potential for molecules with favorable drug-like properties. Data obtained to date indicate that STARs can be administered orally and reach organs and tissues, including the brain, bone, and cartilage that are not typically accessible through current therapeutic options. In addition, the Company believes that STARs are relatively easy and cost-effective to manufacture.
Forward-Looking Statements
Any statements in this release that are not historical facts may be considered to be “forward-looking statements.” Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties which may cause results to differ materially and adversely from the statements contained herein. Such statements include, but are not limited to, statements regarding the market opportunity for Gain’s product candidates, the business strategies and development plans of Gain, and the timing of preclinical and clinical studies. Some of the potential risks and uncertainties that could cause actual results to differ from those expected include Gain’s ability to: make commercially available its products and technologies in a timely manner or at all; enter into strategic alliances, including arrangements for the development and distribution of its products; obtain intellectual property protection for its assets; accurately estimate and manage its expenses and cash burn and raise additional funds when necessary. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made. Except as required by law, Gain does not undertake any obligation to update any forward-looking statements to reflect new information, events or circumstances after the date they are made, or to reflect the occurrence of unanticipated events.
Investor & Media Contacts:
Gain Therapeutics Investor Contact: Daniel Ferry LifeSci Advisors +1 (617) 430-7576 daniel@lifesciadvisors.com
Gain Therapeutics Media Contact: Joleen Schultz Joleen Schultz & Associates +1 760-271-8150 joleen@joleenschultzassociates.com 2