Gain Therapeutics Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
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CURRENT REPORT
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SECURITIES EXCHANGE ACT OF 1934
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On June 24, 2025, Gain Therapeutics, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company’s common stock from 50,000,000 shares to 100,000,000 shares. The increase in the number of authorized shares was approved by a majority of the votes cast at its annual meeting, as described in Item 5.07 below.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed with this report as Exhibit 3.1 and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On June 24, 2025, the Company held its annual meeting of stockholders (the “Annual Meeting”), at which a quorum was present. The matters voted on at the Annual Meeting were: (1) the election of eight directors, (2) the ratification of the appointment of Ernst & Young AG as the Company’s independent registered public accounting firm, (3) the approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase its authorized shares of common stock from 50,000,000 to 100,000,000, and (4) the approval of the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event there are insufficient votes for, or otherwise in connection with, the approval of Proposal 3. The final voting results were as follows:
1. The election of Gene Mack, Dov Goldstein, M.D., Hans Peter Hasler, Khalid Islam, Ph.D., Gwen Melincoff, Claude Nicaise, M.D., Eric I. Richman, and Jeffrey Riley as directors to hold office for a term of one year, until their successors are duly elected and qualified or they are otherwise unable to complete their respective terms. The votes were cast for this matter were as follows:
| Nominee | For | Withheld | Broker Non-Votes | |||
| Gene Mack | 10,078,460 | 48,900 | 8,426,391 | |||
| Dov Goldstein, M.D. | 10,079,460 | 47,900 | 8,426,391 | |||
| Hans Peter Hasler | 9,149,943 | 977,417 | 8,426,391 | |||
| Khalid Islam, Ph.D. | 10,008,790 | 118,570 | 8,426,391 | |||
| Gwen Melincoff | 10,078,460 | 48,900 | 8,426,391 | |||
| Claude Nicaise, M.D. | 10,077,860 | 49,500 | 8,426,391 | |||
| Eric I. Richman | 8,273,363 | 1,853,997 | 8,426,391 | |||
| Jeffrey Riley | 9,997,154 | 130,206 | 8,426,391 |
2. The proposal to ratify the appointment of Ernst & Young AG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was approved based upon the following votes:
| For | Against | Abstain | ||
| 18,033,714 | 475,364 | 44,671 |
3. The proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase its authorized shares of common stock from 50,000,000 to 100,000,000 was approved based upon the following votes:
| For | Against | Abstain | ||
| 16,302,195 | 2,239,298 | 12,258 |
4. The proposal to approve the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event there are insufficient votes for, or otherwise in connection with, the approval of Proposal 3 was approved based upon the following votes:
| For | Against | Abstain | ||
| 17,926,433 | 607,272 | 20,043 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 3.1 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of Gain Therapeutics, Inc., filed with the Secretary of State of the State of Delaware on June 24, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). |
SIGNATURE
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 24, 2025 | By: | /s/ Gene Mack |
| Name: | Gene Mack | |
| Title: | Chief Executive Officer | |