RARE Daily

Gain Prices $9.4 Million Public Offering and Private Placement

November 21, 2023

Rare Daily Staff

Gain Therapeutics said it priced an underwritten public offering of 2.2 million shares of its common stock and warrants to purchase up to an aggregate of 1.1 million shares of its common stock at a combined public offering price of $2.005 per share and accompanying warrant.

The public offering price for each set of two shares of common stock and accompanying warrant to purchase one share of common stock is $4.01 per set of securities, yielding an effective price of $2.00 per share and $0.01 per warrant.

The warrants are being sold at the rate of one warrant for every two shares of common stock. The warrants will have an exercise price of $2.75 per share, are exercisable immediately upon issuance, and will expire five years following the date of issuance.

In connection with the offering, Gain granted the underwriters a 30-day option to purchase up to an additional 15 percent of shares of common stock and/or warrants to purchase shares of common stock at the public offering price, less underwriting discounts and commissions.

In a private placement to be completed concurrently with the completion of the public offering, Gain said it will issue to an accredited investor an aggregate of 2.5 million shares of common stock (or pre-funded warrants in lieu thereof) and warrants to purchase up to 2.5 million shares of common stock.

The offering price per share and accompanying warrant sold in the private placement is $2.00. The warrants issued in the private placement will be exercisable at an exercise price of $2.75 per share, will be exercisable beginning six months after issuance and will expire five years from the date of issuance.

Gain expects to receive aggregate gross proceeds from the public and private offering, excluding the exercise of the underwriters’ option, if any, of approximately $9.4 million, excluding underwriting and placement agent discounts and commissions and other offering-related expenses.

The offerings are expected to close on or about November 24, 2023, subject to customary closing conditions. Gain fell as much as 25 percent in trading following the news.

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