S-8

As filed with the Securities and Exchange Commission on May 26, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Gain Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	85-1726310
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4800 Montgomery Lane Suite 220 Bethesda, Maryland	20814 (Zip Code)
(Address of Principal Executive Offices)

Gain Therapeutics, Inc. 2022 Equity Incentive Plan

(Full title of the plan)

Matthias Alder

Chief Executive Officer

Gain Therapeutics, Inc.

4800 Montgomery Lane

Suite 220

Bethesda, Maryland

(301) 500-1556

(Name, address and telephone number, including area code, of agent for service)

Copy to:

Christian Plaza
Courtney T. Thorne
Cooley LLP
11951 Freedom Drive
Reston, VA 20190-5640
+1 703 456 8000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		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 7(a)(2)(B) of the Securities Act. ¨

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E to Form S-8, Gain Therapeutics, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 (the “S-8 Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register 713,002 additional shares of the Registrant’s common stock, par value $0.0001 per share (“Common Stock”), reserved for issuance under the Gain Therapeutics, Inc. 2022 Equity Incentive Plan (the “2022 Plan”), pursuant to the provisions of the 2022 Plan providing for an automatic annual increase in the number of Common Stock shares reserved and available for issuance under the 2022 Plan on January 1, 2023. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this S-8 Registration Statement.

INCORPORATION BY REFERENCE OF CONTENTS OF

REGISTRATION STATEMENT ON FORM S-8

This S-8 Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same benefit plan is effective.

The Registrant previously registered Common Stock for issuance under the 2022 Plan under a Registration Statement on Form S-8, filed with the Commission on July 15, 2022 (File No. 333-266142).

Pursuant to General Instruction E to Form S-8, this S-8 Registration Statement hereby incorporates by reference the contents of the Registration Statement referenced above.

Item 8. Exhibits.

Exhibit Number	Exhibit Description	Filed Herewith	Incorporated Reference herein from Form or Schedule	Filing Date	SEC File/Reg. Number
4.1	Amended and Restated Certificate of Incorporation of Gain Therapeutics, Inc.		8-K (Exhibit 3.1)	03/22/2021	001-40237
4.2	Amended and Restated Bylaws of Gain Therapeutics, Inc.		8-K (Exhibit 3.2)	03/22/2021	001-40237
4.3	Gain Therapeutics, Inc. 2022 Equity Incentive Plan.		S-8 (Exhibit 4.6)	07/15/2022	333-266142
4.4	Form of 2022 Equity Incentive Plan Restricted Stock Unit Agreement.		S-8 (Exhibit 4.8)	07/15/2022	333-266142
4.5	Form of 2022 Equity Incentive Plan Stock Option Award Agreement.		S-8 (Exhibit 4.7)	07/15/2022	333-266142
5.1	Opinion of Cooley LLP.	X
23.1	Consent of Ernst & Young AG.	X
23.2	Consent of Cooley LLP (included in Exhibit 5.1).	X
24.1	Power of Attorney (included on the signature page of this Registration Statement).	X
107	Filing Fee Table.	X

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bethesda, State of Maryland, on May 26, 2023.

GAIN THERAPEUTICS, INC.
By:	/s/ Matthias Alder
	Matthias Alder
	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints C. Evan Ballantyne and Matthias Alder, and each of them, as attorney-in-fact with full power of substitution, for him or her in any and all capacities, to do any and all acts and all things and to execute any and all instruments which said attorneys and agents, or either of them, may deem necessary or desirable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration of ordinary shares of the registrant under this registration statement, including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to this registration statement, to any and all amendments or supplements to this registration statement and to any and all instruments or documents filed as part of or in connection with this registration statement or any and all amendments thereto; and each of the undersigned hereby ratifies and confirms all that such attorneys and agents, or either of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ Matthias Alder Matthias Alder		Chief Executive Officer and Director (Principal Executive Officer)	May 26, 2023
/s/ C. Evan Ballantyne C. Evan Ballantyne		Chief Financial Officer (Principal Financial Officer )	May 26, 2023
/s/ Gianluca Fuggetta		Senior Director, Corporate Reporting	May 26, 2023
Gianluca Fuggetta	(Principal Accounting Officer)
/s/ Khalid Islam Khalid Islam		Founder and Chairman of the Board of Directors	May 26, 2023
/s/ Dov Goldstein Dov Goldstein	Director		May 26, 2023
/s/ Hans Peter Hasler Hans Peter Hasler	Director		May 26, 2023
s/ Gwen Melincoff Gwen Melincoff	Director		May 26, 2023
/s/ Claude Nicaise Claude Nicaise	Director		May 26, 2023
/s/ Eric I. Richman	Director		May 26, 2023
Eric I. Richman
/s/ Jeffrey Riley	Director		May 26, 2023
Jeffrey Riley

EX-5.1

EXHIBIT 5.1

 

Courtney T. Thorne
+1 617 937 2318
cthorne@cooley.com

May 26, 2023

Gain Therapeutics, Inc.

4800 Montgomery Lane, Suite 220

Bethesda, Maryland 20814

Ladies and Gentlemen:

You have requested our opinion, as counsel to Gain Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 713,002 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), pursuant to the Gain Therapeutics, Inc. 2022 Equity Incentive Plan (the “2022 Plan”).

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectus, (b) the Company’s certificate of incorporation and bylaws, each as currently in effect, (c) the 2022 Plan and (d) originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials; and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the 2022 Plan, the Registration Statement and the related prospectus, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

Our opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated and is based on those laws as in effect on the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein.

Cooley LLP 500 Boylston Street Boston, MA 02116

t: (617) 937-2300 f: (617) 937-2400 cooley.com

 

Gain Therapeutics, Inc.

May 26, 2023

Page Two

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

Sincerely,

Cooley LLP

By:	/s/ Courtney T. Thorne
	Courtney T. Thorne, Partner

Cooley LLP 500 Boylston Street Boston, MA 02116

t: (617) 937-2300 f: (617) 937-2400 cooley.com

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2022 Equity Incentive Plan of Gain Therapeutics, Inc. of our report dated March 23, 2023, with respect to the consolidated financial statements of Gain Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.

/s/ Ernst & Young AG

Lugano, Switzerland

May 26, 2023

EX-FILING FEES

Exhibit 107

CALCULATION OF FILING FEE TABLES

Form S-8

Gain Therapeutics, Inc.

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount to be Registered(1)			Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee
Equity	Gain Therapeutics, Inc. 2022 Equity Incentive Plan (Common Stock, par value $0.0001 per share)	457(c) and 457(h)		75,315	(2)	$	4.77	(3)	$	359,252.55		0.0001102	$	39.59
Equity	Gain Therapeutics, Inc. 2022 Equity Incentive Plan (Common Stock, par value $0.0001 per share)	457(h)		502,018	(4)	$	4.84	(5)	$	2,429,767.12		0.0001102	$	267.76
Equity	Gain Therapeutics, Inc. 2022 Equity Incentive Plan (Common Stock, par value $0.0001 per share)	457(h)		135,669	(6)	$	4.77	(3)	$	647,141.13		0.0001102	$	71.31
Total Offering Amounts									$	3,436,160.80			$	378.66
Total Fee Offsets														-
Net Fee Due													$	378.66

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock that become issuable under the Gain Therapeutics, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration which results in an increase in the number of Gain Therapeutics, Inc.’s (the “Registrant”) outstanding shares of Common Stock.

(2)	Represents 75,315 shares of Common Stock reserved for issuance out of an automatic annual increase, equal to 6% of the total number of shares of Common Stock outstanding on December 31, 2022, to the aggregate number of shares of Common Stock reserved for issuance under the 2022 Plan, as provided pursuant to the 2022 Plan.
(3)	Estimated pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $4.77 per share, which is the average of the high and low prices of the Common Stock as reported on the Nasdaq Global Market on May 24, 2023, rounded up to the nearest cent.
(4)	Represents 502,018 shares of Common Stock underlying outstanding stock option awards pursuant to the 2022 Plan.
(5)	Estimated pursuant to Rule 457(h) solely for the purpose of calculating the amount of the registration fee, based upon the weighted average exercise price of the outstanding stock option awards pursuant to the 2022 Plan (rounded up to the nearest cent), which is equal to $4.79 per share.
(6)	Represents 135,669 shares of Common Stock underlying outstanding restricted stock unit awards pursuant to the 2022 Plan.