UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
| (Exact name of registrant as specified in its charter) | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
||
| (Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (240.12b-2 of this chapter). Emerging growth company
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 13(a) of the Exchange Act
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On June 23, 2023, Gain Therapeutics, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”), at which a quorum was present. At the Annual Meeting, the stockholders of the Company voted on the following two proposals: (1) to elect eight nominees for director, Matthias Alder, Dov Goldstein, M.D., Hans Peter Hasler, Khalid Islam, Ph.D., Gwen Melincoff, Claude Nicaise, M.D., Eric I. Richman and Jeffrey Riley, to the Board of Directors to hold office until the Company’s 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified (“Proposal 1”) and (2) to ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young AG as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2023 (“Proposal 2”). A more detailed description of each proposal is set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 28, 2023. The final results of the voting on each proposal are set forth below.
Proposal 1 - Election of Directors
The Company’s stockholders elected the eight persons listed below as directors, each to serve until the Company’s 2024 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The votes cast were as follows:
| Nominees | For | Withheld | Broker Non-Votes | |||||||||
| Matthias Alder | 3,718,412 | 19,996 | 4,204,851 | |||||||||
| Dov Goldstein, M.D. | 3,659,322 | 79,086 | 4,204,851 | |||||||||
| Hans Peter Hasler | 3,491,745 | 246,663 | 4,204,851 | |||||||||
| Khalid Islam, Ph.D. | 3,684,791 | 53,617 | 4,204,851 | |||||||||
| Gwen Melincoff | 3,719,922 | 18,486 | 4,204,851 | |||||||||
| Claude Nicaise, M.D. | 3,648,185 | 90,223 | 4,204,851 | |||||||||
| Eric I. Richman | 3,711,215 | 27,193 | 4,204,851 | |||||||||
| Jeffrey Riley | 3,716,202 | 22,206 | 4,204,851 | |||||||||
Proposal 2 – Ratification of the Selection by the Audit Committee of the Board of Directors of Ernst & Young AG as the Independent Registered Public Accounting Firm of the Company for its Fiscal Year Ending December 31, 2023
The Company’s stockholders approved Proposal 2. The votes cast were as follows:
| For | Against | Abstain | ||||||||
| 7,927,104 | 4,642 | 11,513 | ||||||||
SIGNATURES
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 23, 2023 | By: | /s/ Matthias Alder |
| Matthias Alder | ||
| Chief Executive Officer | ||