Gossamer Bio cuts shareholder quorum to one-third
Gossamer Bio’s board lowered the stockholder meeting quorum requirement to one-third of voting power under newly amended bylaws.
Rhea-AI Filing Summary
Gossamer Bio, Inc. (GOSS) reports that its Board of Directors approved an amendment and restatement of the company’s bylaws, effective September 3, 2026. The Amended and Restated Bylaws reduce the stockholder meeting quorum requirement from holders of a majority to holders of one third (1/3) in voting power of the company’s capital stock issued and outstanding and entitled to vote, present in person, by remote communication if applicable, or represented by proxy, unless a higher threshold is required by law, the certificate of incorporation, or the bylaws.
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8-K Event Classification
2 items: 5.03, 9.01
2 items
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
New quorum threshold: One third (1/3) in voting power
Prior quorum threshold: Majority in voting power
Effective date of bylaw amendment: September 3, 2026
3 metrics
New quorum threshold
One third (1/3) in voting power
Quorum requirement for Gossamer Bio stockholder meetings under Amended and Restated Bylaws
Prior quorum threshold
Majority in voting power
Previous quorum requirement for Gossamer Bio stockholder meetings before September 3, 2026
Effective date of bylaw amendment
September 3, 2026
Date the Board approved and made effective the Amended and Restated Bylaws
Key Terms
Amended and Restated Bylaws, quorum, voting power, Nasdaq Global Select Market, +1 more
5 terms
Amended and Restated Bylaws regulatory
"approved the amendment and restatement of the amended and restated bylaws of the Company"
A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.
quorum regulatory
"to reduce the requisite quorum at all meetings of stockholders"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
voting power financial
"from the holders of a majority to the holders of one third (1/3) in voting power"
Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.
Nasdaq Global Select Market market
"Common Stock, $0.0001 par value per share | GOSS | Nasdaq Global Select Market"
A Nasdaq Global Select Market listing is the highest tier of stocks on the Nasdaq exchange, reserved for companies that meet the strictest financial, reporting and governance standards. For investors, it acts like a premium quality label—signaling larger, more transparent and better-governed companies that tend to offer greater liquidity and lower perceived risk compared with lower-tier listings, making it easier to buy, sell and evaluate shares.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
FAQ
What governance change did Gossamer Bio (GOSS) announce on September 3, 2026?
Gossamer Bio’s Board approved Amended and Restated Bylaws that lower the quorum requirement for stockholder meetings from a majority to one third (1/3) of the company’s voting power, effective September 3, 2026.
What is the new quorum requirement for GOSS stockholder meetings?
The new quorum requirement is the holders of one third (1/3) in voting power of Gossamer Bio’s capital stock issued and outstanding and entitled to vote, present in person, by remote communication if applicable, or represented by proxy, unless a higher threshold is otherwise required.
When did Gossamer Bio’s Amended and Restated Bylaws become effective?
The Amended and Restated Bylaws became effective on September 3, 2026, the same date the Board of Directors approved the changes to the quorum requirement for stockholder meetings.
Does the new quorum rule at GOSS apply in all circumstances?
The one third (1/3) quorum applies unless otherwise required by applicable law, Gossamer Bio’s certificate of incorporation, or the Amended and Restated Bylaws, which may mandate a higher quorum for certain matters.
On which exchange is Gossamer Bio (GOSS) listed and what class of stock is affected?
Gossamer Bio’s Common Stock, $0.0001 par value per share, trades under the symbol GOSS on the Nasdaq Global Select Market. The new quorum requirement applies to capital stock entitled to vote at stockholder meetings.
AI-generated analysis. How Rhea-AI works. Not financial advice.
