UNDERWRITING AGREEMENT between GAIN THERAPEUTICS, INC. and NEWBRIDGE SECURITIES CORPORATIONUnderwriting Agreement • November 22nd, 2023 • Gain Therapeutics, Inc. • Pharmaceutical preparations • New York
The undersigned, Gain Therapeutics, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Newbridge Securities Corporation (hereinafter referred to as “you” or the “Underwriter”) as follows:
COMMON STOCK PURCHASE WARRANT GAIN THERAPEUTICS, Inc.Gain Therapeutics, Inc. • November 22nd, 2023 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Gain Therapeutics, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), up to ___ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 14th, 2023 • Gain Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ________________, 20___ between Gain Therapeutics, Inc., a Delaware corporation (the “Company”), and [_______] (“Indemnitee”).
COMMON STOCK PURCHASE WARRANT GAIN THERAPEUTICS, INC.Gain Therapeutics, Inc. • February 19th, 2021 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 20, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Gain Therapeutics, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
GAIN THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20__ Debt SecuritiesIndenture • May 18th, 2022 • Gain Therapeutics, Inc. • Pharmaceutical preparations • New York
Indenture, dated as of [•], 20__, among Gain Therapeutics, Inc., a Delaware corporation (the “Company”), and[Trustee], as trustee (the “Trustee”):
Gain Therapeutics, Inc. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • May 18th, 2022 • Gain Therapeutics, Inc. • Pharmaceutical preparations • New York
Gain Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
Gain Therapeutics, Inc. and _____________, As Warrant Agent Form of Common Stock Warrant Agreement Dated As Of __________Common Stock Warrant Agreement • May 18th, 2022 • Gain Therapeutics, Inc. • Pharmaceutical preparations • New York
This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between Gain Therapeutics, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
Gain Therapeutics, Inc. and _____________, As Warrant Agent Form of Preferred Stock Warrant Agreement Dated As Of __________ GAIN THERAPEUTICS, INC. Form of Preferred Stock Warrant AgreementPreferred Stock Warrant Agreement • May 18th, 2022 • Gain Therapeutics, Inc. • Pharmaceutical preparations • New York
This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between Gain Therapeutics, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
Gain Therapeutics, Inc. and _____________, As Warrant Agent Form of Debt Securities Warrant Agreement Dated As Of __________ GAIN THERAPEUTICS, INC. Form of Debt Securities Warrant AgreementDebt Securities Warrant Agreement • May 18th, 2022 • Gain Therapeutics, Inc. • Pharmaceutical preparations • New York
This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between Gain Therapeutics, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
Annex B Form of Investors’ Rights AgreementInvestors’ Rights Agreement • February 19th, 2021 • Gain Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the July , 2020, by and among Gain Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • November 22nd, 2023 • Gain Therapeutics, Inc. • Pharmaceutical preparations
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of November 21, 2023 (the “Issuance Date”) between Gain Therapeutics, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and Pacific Stock Transfer Company, a Nevada Corporation (the “Warrant Agent”).
Underwriter’s Warrant AgreementS Warrant Agreement • November 22nd, 2023 • Gain Therapeutics, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [Newbridge Securities Corporation] [other designee] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [•], 2024 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to 5:00 p.m. (New York City time) on the date that is five years (5) years following the date of the Underwriting Agreement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Gain Therapeutics, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), up to ___ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Underwriting AgreementUnderwriting Agreement • March 22nd, 2021 • Gain Therapeutics, Inc. • Pharmaceutical preparations • New York
Gain Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), an aggregate of 3,636,364 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 545,454 additional shares (the “Optional Shares”) of common stock, $0.0001 par value per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
COMMON STOCK PURCHASE WARRANT GAIN THERAPEUTICS, inc.Common Stock Purchase Warrant • November 22nd, 2023 • Gain Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cede & Co. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Gain Therapeutics, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), up to ___ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and The Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of th
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • March 10th, 2021 • Gain Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement is effective as of [●], 2021, (this “Agreement”) and is between Gain Therapeutics, Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”).
Underwriting AgreementUnderwriting Agreement • March 15th, 2021 • Gain Therapeutics, Inc. • Pharmaceutical preparations • New York
Gain Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), an aggregate of 3,636,364 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 545,454 additional shares (the “Optional Shares”) of common stock, par value $0.0001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
CONSULTING AGREEMENT betweenConsulting Agreement • February 19th, 2021 • Gain Therapeutics, Inc. • Pharmaceutical preparations
GT Gain Therapeutics S.A, a Swiss Corporation, with registered office in Via Peri 9D, 6900 Lugano, Switzerland, registration number with the Register of Enterprises of Lugano and Tax Code CHE 438 987 642, represented herein by Mr. Lorenzo Leoni, in his capacity as President (hereinafter referred to as the "Company"),
Lugano, November 2, 2020Gain Therapeutics, Inc. • February 19th, 2021 • Pharmaceutical preparations
In accordance with our previous understandings, we wish to confirm that it is the intention of GT Gain Therapeutics SA, (hereinafter the “Company”) to enter into this indefinite term employment agreement upon the terms and conditions hereinafter specified.
EMPLOYMENT AGREEMENTEmployment Agreement • March 25th, 2022 • Gain Therapeutics, Inc. • Pharmaceutical preparations • Maryland
This Employment Agreement (“Agreement”) is effective as of October 15, 2021 (“Effective Date”), by and between Gain Therapeutics, Inc. (“Company”) and Matthias Alder (“Executive”).
EXCHANGE AGREEMENTExchange Agreement • February 19th, 2021 • Gain Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS EXCHANGE AGREEMENT (the “Agreement”) is dated as of July , 2020, by and among GAIN THERAPEUTICS, INC., a Delaware corporation, with headquarters located at _______________________ (the “Company”), GT Gain Therapeutics SA, a Swiss company (“GT Gain SA”) and ________________, with a mailing address of ______________________________________ (the “Investor”).
LICENSE AGREEMENTLicense Agreement • February 19th, 2021 • Gain Therapeutics, Inc. • Pharmaceutical preparations
MINORYX THERAPEUTICS, S.L. (hereinafter, the “Licensor” or “Minoryx”), a company organized under the laws of Spain, with registered offices at Avenida Ernest Lluch, 32, 08032 Mataró (Barcelona) and tax identification number 13-65648156, duly represented by Marc Martinell Pedemonte, holder of Spanish DNI 46.357.379-M, acting in his capacity as CEO; and
September 19, 2022 Eric I. Richman c/o Gain Therapeutics, Inc. Suite 220 Bethesda, MD 20814 Re: Transition Agreement Dear Eric:Consulting Agreement • September 20th, 2022 • Gain Therapeutics, Inc. • Pharmaceutical preparations • Maryland
This letter sets forth the substance of the Transition Agreement (the “Agreement”) which Gain Therapeutics Inc. (the “Company”) is offering to you to aid in your employment transition.
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • April 28th, 2023 • Gain Therapeutics, Inc. • Pharmaceutical preparations
This Separation Agreement and Release (“Agreement”) is entered into between GT Gain Therapeutics SA and its affiliates (jointly, “Company”) and Salvatore Calabrese (“Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 8th, 2024 • Gain Therapeutics, Inc. • Pharmaceutical preparations • Maryland
This Employment Agreement (“Agreement”) is effective as of April 8, 2024 (“Effective Date”), by and between Gain Therapeutics, Inc. (“Company”) and Gene Mack, MBA (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 12th, 2023 • Gain Therapeutics, Inc. • Pharmaceutical preparations • Maryland
This Employment Agreement (“Agreement”) is effective as of April 10, 2023 (“Effective Date”), by and between Gain Therapeutics, Inc. (“Company”) and C. Evan Ballantyne (“Executive”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 20th, 2022 • Gain Therapeutics, Inc. • Pharmaceutical preparations • Maryland
This Amended and Restated Employment Agreement (“Agreement”) is effective as of September 20, 2022 (“Effective Date”), by and between Gain Therapeutics, Inc. (“Company”) and Matthias Alder (“Executive”). This Agreement amends, restates, and supersedes in its entirety the Employment Agreement between the Company and Executive entered into effective October 15, 2021 (the “Prior Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 22nd, 2023 • Gain Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 21, 2023, between Gain Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
GAIN THERAPEUTICS INC. NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • December 28th, 2021 • Gain Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Non-Qualified Stock Option Award Agreement (this “Option Award Agreement”), dated as of __________, ____ (the “Date of Grant”), is made by and between Gain Therapeutics Inc., a Delaware corporation (the “Company”), and ________ (the “Participant”). Any capitalized terms used but not defined herein shall have the meaning ascribed to them in the Gain Therapeutics Inc. 2021 Inducement Equity Incentive Plan (as may be amended from time to time, the “Plan”).
