0001140361-21-008686.txt : 20210414 0001140361-21-008686.hdr.sgml : 20210414 20210316161740 ACCESSION NUMBER: 0001140361-21-008686 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gain Therapeutics, Inc. CENTRAL INDEX KEY: 0001819411 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 851726310 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 4800 HAMPDEN LANE STREET 2: SUITE 200 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: (301) 500-1556 MAIL ADDRESS: STREET 1: 4800 HAMPDEN LANE STREET 2: SUITE 200 CITY: BETHESDA STATE: MD ZIP: 20814 CORRESP 1 filename1.htm

Skadden, Arps, Slate, Meagher & Flom llp
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March 16, 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.
Amendment No. 2 to Registration Statement on Form S-1
Filed March 15, 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 March 16, 2021 (the “Comment Letter”) with respect to the above-referenced Amendment No. 2 to the Registration Statement on Form S-1 filed with the Commission on March 15, 2021 (the “Registration Statement”).

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 Second Amendment.

Exclusive Forum, page 117

Please revise Article 13 of your Amended and Restated Certificate of Incorporation, and the similar provision in your Amended and Restated By-Laws, to be consistent with your disclosure in this section. In particular, we note your disclosure on page 117 that your amended charter will provide that the exclusive forum provisions will not apply to suits brought to enforce any liability or duty created by the Exchange Act, or to any claim for which the federal courts have exclusive jurisdiction. Alternately, please provide reasonable assurance that you will make future investors aware of the provision’s limited applicability by including such disclosure in your future Exchange Act reports.

The Company respectfully acknowledges the Staff’s comment and confirms that it will make future investors aware of the provision’s limited applicability by including such disclosure in our future Exchange Act reports.

* * * * *

 
Securities and Exchange Commission
March 16, 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)