UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Data of earliest event reported): June 16, 2022
| | | |
| GAIN THERAPEUTICS, INC. |
| (Exact name of registrant as specified in its charter) |
| | | |
| Delaware | | 001-40237 | | 85-1726310 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer 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)
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 each exchange on which registered |
| Common Stock, par value $0.0001 per share | | 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 x
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 5.07 | Submission of Matters to a Vote of Security Holders |
On June 16, 2022, Gain Therapeutics, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”), at which a quorum was present. At the Annual Meeting, the stockholders of the Company voted on the following three proposals: (1) to elect seven nominees for director, Dov Goldstein, M.D., Hans Peter Hasler, Khalid Islam, Ph.D., Gwen Melincoff, Claude Nicaise, M.D., Eric I. Richman and Jeffrey Riley, to the Board of Directors to hold office until the Company’s 2023 Annual Meeting of Stockholders and until their successors are duly elected and qualified (“Proposal 1”), (2) to ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young AG as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2022 (“Proposal 2”), and (3) to approve the adoption of Gain Therapeutics, Inc. 2022 Equity Incentive Plan (“Proposal 3”). The final results of the voting on each proposal are set forth below.
Proposal 1 - Election of Directors
The Company’s stockholders elected the seven persons listed below as directors, each to serve until the Company’s 2023 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The votes cast were as follows:
| Nominees | | For | | | Withheld | | | Broker Non-Votes | |
| Dov Goldstein, M.D. | | 4,578,725 | | | 3,545 | | | 3,376,184 | |
| Hans Peter Hasler | | 4,569,173 | | | 3,620 | | | 3,376,184 | |
| Khalid Islam, Ph.D. | | 5,018,370 | | | 4,095 | | | 3,376,184 | |
| Gwen Melincoff | | 4,952,385 | | | 4,045 | | | 3,376,184 | |
| Claude Nicaise, M.D. | | 4,571,601 | | | 4,945 | | | 3,376,184 | |
| Eric I. Richman | | 4,951,660 | | | 4,120 | | | 3,376,184 | |
| Jeffrey Riley | | 4,951,884 | | | 4,045 | | | 3,376,184 | |
Proposal 2 – Ratification of the Selection by the Audit Committee of the Board of Directors of Ernst & Young AG as the Independent Registered Public Accounting Firm of the Company for its Fiscal Year Ending December 31, 2022
The Company’s stockholders approved Proposal 2. The votes cast were as follows:
| For | | Against | | Abstain |
| 8,396,193 | | 10,980 | | 18,345 |
| | | | | |
Proposal 3 – Approval of the adoption of the Gain Therapeutics, Inc. 2022 Equity Incentive Plan
The Company’s stockholders approved Proposal 3. The votes cast were as follows:
| For | | Against | | Abstain |
| 4,164,484 | | 583,233 | | 301,617 |
SIGNATURES
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. |
| | | |
| Date: June 17, 2022 | By: | /s/ Eric I. Richman |
| | | Eric I. Richman |
| | | Chief Executive Officer |
