Gain Therapeutics Announces Pricing of $7.0 Million Public Offering

Rhea-AI Summary

Gain Therapeutics (Nasdaq: GANX), a clinical-stage biotech company, has announced a $7.0 million public offering of common stock and warrants. The offering consists of 4,501,640 shares at an effective price of $1.55 per share and warrants to purchase up to 2,250,820 shares at $1.65 per share.

The warrants will be exercisable immediately upon issuance with a five-year expiration term. Newbridge Securities Corporation is serving as the sole book-running manager. The proceeds will fund the development of GT-02287, their lead product candidate for treating neurodegenerative diseases, including GBA1 Parkinson's disease.

The offering is expected to close around July 17, 2025, subject to customary conditions.

Positive

• Secured $7.0 million in gross proceeds to advance clinical development
• Funding secured for lead product candidate GT-02287 development
• 5-year warrant term provides long-term potential upside for investors

Negative

• Significant dilution for existing shareholders
• Low offering price of $1.55 per share indicates weak market position
• Additional 15% option could lead to further dilution

Insights

Biotech Investment Analyst

Gain Therapeutics secures critical $7M funding but faces significant dilution at below-market pricing for GT-02287 development.

Gain Therapeutics has priced a $7 million public offering that reveals important financial dynamics for this clinical-stage biotech. The company is selling 4.5 million shares and warrants at an effective price of $1.55 per share, significantly below typical market rates, indicating challenging financing conditions. The inclusion of warrants (one for every two shares) with a $1.65 exercise price introduces potential additional dilution if exercised.

The financing structure raises concern about Gain's capital position. For a clinical-stage biotech developing complex neurological treatments like GT-02287 for GBA1 Parkinson's disease, $7 million represents a relatively modest capital infusion that likely provides limited runway extension. Clinical trials for neurodegenerative conditions typically require substantial funding due to complex trial designs, extended timeframes, and regulatory hurdles.

The timing suggests the company needed capital quickly and accepted unfavorable terms to secure funding. This offering will dilute existing shareholders substantially (the 4.5 million new shares likely represent a significant percentage of outstanding shares). The warrant structure could provide future capital if the share price exceeds $1.65, but also creates overhang pressure on the stock.

This financing provides essential capital for Gain to advance GT-02287, their lead candidate targeting a significant medical need, but the terms reflect financial pressure and suggest investors should monitor cash burn rates and future financing needs carefully.

BETHESDA, Md., July 16, 2025 (GLOBE NEWSWIRE) -- Gain Therapeutics, Inc. (Nasdaq: GANX) (“Gain”, or the “Company”), a clinical-stage biotechnology company leading the discovery and development of the next generation of allosteric small molecule therapies, today announced the pricing of an underwritten public offering of 4,501,640 shares of its common stock and warrants to purchase up to an aggregate of 2,250,820 shares of its common stock. The public offering price for each set of two shares of common stock and accompanying warrant to purchase one share of common stock is $3.11 per set of securities, yielding an effective price of $1.55 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 $1.65 per share, are exercisable immediately upon issuance and will expire five years following the date of issuance.

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

Newbridge Securities Corporation is acting as the sole book-running manager for the offering.

Gain expects to receive aggregate gross proceeds from the offering, excluding the exercise of the underwriter’s option, if any, of approximately $7.0 million, excluding underwriting discounts and commissions and other offering-related expenses.

The offering is expected to close on or about July 17, 2025, subject to customary closing conditions.

Gain intends to use the net proceeds from the offering to continue clinical and nonclinical development of its lead product candidate GT-02287 for the treatment of neurodegenerative diseases including GBA1 Parkinson’s disease and for general corporate purposes.

The securities in the offering are being offered pursuant to a prospectus supplement and an accompanying base prospectus forming part of a shelf registration statement on Form S-3 (File No. 333-265061), which was previously filed with the Securities and Exchange Commission (“SEC”) and became effective on June 1, 2022. A preliminary prospectus supplement and accompanying base prospectus relating to the offering was filed with the SEC and is available on the SEC’s website at www.sec.gov. A final prospectus supplement relating to the offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. When available, copies of the final prospectus supplement and the accompanying base prospectus may be obtained for free by contacting Newbridge Securities Corporation, Attn: Equity Syndicate Department, 1200 North Federal Highway, Suite 400, Boca Raton, FL 33432, by email at syndicate@newbridgesecurities.com or by telephone at (877) 447-9625.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Gain Therapeutics, Inc.
Gain Therapeutics, Inc. is a clinical-stage biotechnology company leading the discovery and development of next generation allosteric therapies. Gain’s lead drug candidate, GT-02287 is currently being evaluated for the treatment of Parkinson’s disease with or without a GBA1 mutation in a Phase 1b clinical trial. GT-02287 has further potential in Gaucher’s disease, dementia with Lewy bodies, and Alzheimer’s disease. Gain has multiple undisclosed preclinical assets targeting lysosomal storage disorders, metabolic diseases, and solid tumors.

Gain’s unique approach enables the discovery of novel, allosteric small molecule modulators that can restore or disrupt protein function. Deploying its highly advanced Magellan™ platform, Gain is accelerating drug discovery and unlocking novel disease-modifying treatments for untreatable or difficult-to-treat disorders including neurodegenerative diseases, rare genetic disorders and oncology.

Forward-Looking Statements
This release contains “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are typically preceded by words such as “believes,” “expects,” “anticipates,” “intends,” “will,” “may,” “should,” or similar expressions. These forward-looking statements reflect management’s current knowledge, assumptions, judgment and expectations regarding future performance or events. Although management believes that the expectations reflected in such statements are reasonable, they give no assurance that such expectations will prove to be correct or that those goals will be achieved, and you should be aware that actual results could differ materially from those contained in the forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, risks associated with market conditions and the satisfaction of customary closing conditions related to the offering and uncertainties related to the offering and the use of proceeds from the offerings. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the Company’s business in general, please refer to the Company’s prospectus supplement to be filed with the SEC, and the documents incorporated by reference therein, including the Company’s Form 10-K for the year ended December 31, 2024 and Form 10-Q for the quarter ended March 31, 2025. All forward-looking statements are expressly qualified in their entirety by this cautionary notice. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this release. We have no obligation, and expressly disclaim any obligation, to update, revise or correct any of the forward-looking statements, whether as a result of new information, future events or otherwise.

Investors:
Gain Therapeutics, Inc. 
Apaar Jammu 
Manager, Investor Relations and Public Relations
ajammu@gaintherapeutics.com

LifeSci Advisors LLC
Chuck Padala
Managing Director
chuck@lifesciadvisors.com

Media:
Russo Partners LLC
Nic Johnson and Elio Ambrosio
nic.johnson@russopartnersllc.com
elio.ambrosio@russopartnersllc.com
(760) 846-9256

FAQ

What is the size and price of Gain Therapeutics (GANX) public offering in July 2025?

Gain Therapeutics is offering 4,501,640 shares at an effective price of $1.55 per share, along with warrants to purchase 2,250,820 shares, for total gross proceeds of $7.0 million.

How will GANX use the proceeds from the July 2025 public offering?

The proceeds will be used to continue clinical and nonclinical development of GT-02287, their lead product candidate for treating neurodegenerative diseases including GBA1 Parkinson's disease, and for general corporate purposes.

What are the terms of the warrants in GANX's July 2025 offering?

The warrants have an exercise price of $1.65 per share, are exercisable immediately upon issuance, and will expire five years following the date of issuance.

When will GANX's July 2025 public offering close?

The offering is expected to close on or about July 17, 2025, subject to customary closing conditions.

Who is the underwriter for Gain Therapeutics' July 2025 public offering?

Newbridge Securities Corporation is acting as the sole book-running manager for the offering.