Gain Therapeutics, Inc. — Capital/Financing Update 2021

Mar 15, 2021

CORRESP 1 filename1.htm Licensed to: Broadridge Finanicial Soultions, Inc. Document created using EDGARfilings PROfile 7.3.2.0 Copyright 1995 - 2021 Broadridge

March 15, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549-3561

Attn: Margaret Schwartz

Tim Buchmiller

Re: Gain Therapeutics, Inc.

Registration Statement on Form S-1 (File No. 333-253303)

Request for Acceleration of Effective Date

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “ Act ”), BTIG, LLC and Oppenheimer & Co. Inc., as representatives of the several underwriters, hereby join Gain Therapeutics, Inc. in requesting that the Securities and Exchange Commission (the “ Commission ”) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333- 253303) (the “ Registration Statement ”) to become effective on March 17, 2021, at 4:00 PM, Eastern Daylight Time, or as soon as practicable thereafter.

Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.

[Signature Page Follows]

Very truly yours,
BTIG, LLC
By:	/s/ KC Stone
	Name: KC Stone
	Title: Managing Director

Oppenheimer & Co. Inc.
By:	/s/ Michael Margolis, R. Ph.
	Name: Michael Margolis
	Title: Managing Director, Co-Head of Healthcare
	Investment Banking
On behalf of each of the Underwriters