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| March 10, 2021
|
BY EDGAR
Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-3561 Attn: Margaret Schwartz Tim Buchmiller
Re: Gain Therapeutics, Inc. Registration Statement on Form S-1 Filed February 19, 2021 File No. 333-253303 CIK No. 0001819411 | |
On behalf of our client, Gain Therapeutics, Inc., a Delaware corporation (the “Company”), we hereby provide a response to the comment received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated February 23, 2021 (the “Comment Letter”) with respect to the above-referenced Registration Statement on Form S-1 filed with the Commission on February 19, 2021 (the “Registration Statement”). In response to the Comment Letter, the Company has revised the Registration Statement and is filing the Amendment to the Registration Statement on Form S-1 (the “Amendment”) together with this response letter. The Amendment contains certain additional updates and revisions.
For convenience of reference, the text of the comment in the Staff’s letter has been reproduced in bold and italicized type herein. All references to page numbers and captions correspond to the page numbers and captions in the Amendment.
Summary Financial Data, page 13
Since you have updated your pro forma net loss per share information for the year ended December 31, 2020, please remove the related pro forma information for the year ended December 31, 2019. Refer to Rule 8-05 and Rule 11-02(c)(2)(i) of Regulation S-X. Please address this comment as it relates to the pro forma information included in your Selected Financial Data and financial statements.
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 13 and 50.
* * * * *
Securities and Exchange Commission
March 10, 2021
Page 2
Please contact me at (212) 735-3416 or Andrea.Nicolas@skadden.com if the Staff has any questions or requires additional information.
| | Very truly yours, |
| | |
| | /s/ Andrea L. Nicolas |
cc: Eric Richman, Chief Executive Officer, Gain Therapeutics, Inc.
Michael D. Maline, Esq., DLA Piper LLP (US)
