United States securities and exchange commission logo
February 3, 2021
Eric Richman
Chief Executive Officer
Gain Therapeutics, Inc.
4800 Hampden Lane, Suite 200
Bethesda, MD 20814
Re: Gain Therapeutics,
Inc.
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted January
29, 2021
CIK No. 0001819411
Dear Mr. Richman:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form S-1, Submitted
January 29, 2021
Management, page 95
1. We note your response
to our prior comment number 6. For each of your four new
directors, please
revise to briefly discuss the specific experience, qualifications, attributes
or skills that led to
the conclusion he or she should serve as a director for your company,
in light of your
business and structure. Please also state how long each director has served
as a director of your
company.
Executive and Director Compensation, page 101
2. We note that page 111
cross-references Executive and Director Compensation Gain
Therapeutics Inc. 2020
Omnibus Incentive Plan, starting on page 103, with respect to
Eric Richman
Gain Therapeutics, Inc.
February 3, 2021
Page 2
certain information concerning the amount of options granted under your
2020 Equity
Incentive Plan to directors and the terms thereof, but such information
is not provided in
that section or elsewhere. Please revise the appropriate disclosure
starting on page 103 to
include the amount of options granted under your 2020 Equity Incentive
Plan to directors.
Certain Relationships and Related Party Transactions, page 108
3. Please reconcile the description of the shares issued in connection with
the merger with
GT Gain Therapeutics SA on page 108, in which you state that you issued
2,250,000
shares of common stock and 1,346,390 shares of Series A Preferred Stock,
with the
description on page F-42 where you state that you issued 1,772,736 shares
of common
stock in connection with the merger, or advise.
Exclusive Forum, page 177
4. We note that your revised disclosure in response to prior comment 7
indicates that your
exclusive forum provision will apply to Securities Act claims. Please
revise your
disclosure to state that investors cannot waive compliance with the
federal securities laws
and the rules and regulations thereunder.
Exhibits
5. We note your response to our prior comment number 2. Please tell us why
you believe the
collaboration agreement with Sumitomo is not required to be filed as an
exhibit pursuant
to Item 601(b)(10) of Regulation S-K.
6. Please file as an exhibit the employment agreement with Salavtore
Calabrese mentioned
on page 102 pursuant to Item 601(b)(10) of Regulation S-K.
You may contact Ibolya Ignat at 202-551-3636 or Jeanne Baker at
202-551-3691 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Margaret Schwartz at 202-551-7153 or Tim Buchmiller at 202-551-3635
with any other
questions.
Sincerely,
FirstName LastNameEric Richman
Division of
Corporation Finance
Comapany NameGain Therapeutics, Inc.
Office of Life
Sciences
February 3, 2021 Page 2
cc: Andrea Nicolas, Esq.
FirstName LastName