Item 5.02Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) Appointment of Chief Operating Officer
On October 19, 2021, Gain Therapeutics, Inc. (the "Company") publicly announced
the appointment of Matthias Alder, age 56, to serve as the Company's Chief
Operating Officer effective as of October 15, 2021. Most recently, from July
2017 to September 2021, Mr. Alder was Chief Business Officer at Autolus
Therapeutics, a biotechnology company focused on developing CAR T-cell therapies
for hematological and solid tumors, where he led the corporate development,
legal, IP and HR functions. Prior to joining Autolus, from October 2014 to June
2017, he served as EVP of Business Development & Licensing and as General
Counsel of Sucampo Pharmaceuticals, Inc. He has also held executive management
positions at Cytos Biotechnology AG as EVP Corporate Development and General
Counsel from March 2013 to April 2014, and Micromet, Inc. from July 2006 to
April 2012, last serving as SVP Administration and General Counsel. Earlier in
his career, Matthias was a partner in the Life Sciences Transactions Practice at
Cooley LLP and in-house counsel for Novartis' pharmaceutical business.
Mr. Alder is a party to an employment agreement with the Company, which
specifies his compensation and benefits. Mr. Alder's annual base compensation
will be $400,000, and he is eligible to participate in the Company's management
incentive plan at an incentive target of 35% of base compensation.
To induce Mr. Alder to join the Company and to provide long-term incentives that
are in alignment with the Company's stockholder interests, Mr. Alder will be
eligible to receive a stock option grant of 200,000 shares with standard vesting
conditions, and restricted stock unit grants of 200,000 vesting on specified
performance conditions based on the achievement of business development targets
and clinical development targets.
Mr. Alder is eligible to participate in the Company's long-term compensation
plans and health and welfare plans on the same terms offered to all plan
participants, and will be entitled to severance payments and benefits upon
termination by the Company without Cause or by Mr. Alder for good reason.
Additional Information
There are no family relationships between Mr. Alder and any other director or
executive officer of the Company, or with any person selected to become an
officer of the Company.
A copy of the press release announcing the hiring of Mr. Alder is attached as
Exhibit 99.1 to this Current Report on Form 8-K.
Item 8.01.Other Events
On October 19, 2021, Gain Therapeutics, Inc. issued a press release announcing
the appointment of Matthias Alder as Chief Operating Officer.
A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and
incorporated by reference herein.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits
The exhibits listed below are furnished as part of this Current Report on Form
8-K.
Exhibit No. Description
99.1 Press release dated October 19, 2021, issued by the Company
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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