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February 19, 2021
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BY HAND AND EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549-3561
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Attn:
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Margaret Schwartz
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Tim Buchmiller
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Re:
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Gain Therapeutics, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted January 29, 2021
CIK No. 0001819411
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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
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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 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.
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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.
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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.
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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.
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6. |
Please file as an exhibit the employment agreement with Salvatore Calabrese mentioned on page 102 pursuant to Item 601(b)(10) of Regulation S-K.
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Very truly yours,
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/s/ Andrea L. Nicolas
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cc:
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Eric Richman, Chief Executive Officer, Gain Therapeutics, Inc.
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Michael D. Maline, Esq., DLA Piper LLP (US)
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