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Gossamer Bio (NASDAQ: GOSS) wins approval to boost authorized shares to 4.0B

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Gossamer Bio, Inc. obtained stockholder approval at a July 14, 2026 special meeting for several major capital structure actions. Holders approved, under Nasdaq Listing Rule 5635(d), the potential issuance of Common Stock upon conversion of up to $72.0 million in aggregate principal amount of newly issued 7.50% Convertible Senior Secured First Lien Notes due 2030, related make-whole payments in stock, and the exercise of 135,789,000 newly issued Purchase Warrants, which together could exceed 20% of shares outstanding before the Exchange Offer.

Stockholders also approved an amended and restated 2019 Incentive Award Plan, increasing the shares available for equity compensation, and a Charter amendment raising authorized Common Stock from 700,000,000 to 4,000,000,000 to support potential issuances under the notes, warrants and plan. In addition, they approved 30 alternate Charter amendments to permit a reverse stock split of outstanding Common Stock and a proportionate reduction in authorized Common Stock and total authorized capital stock.

Positive

  • None.

Negative

  • Stockholders authorized potential issuance of Common Stock that could exceed 20% of shares outstanding prior to the Exchange Offer through conversions of new convertible notes and exercises of 135,789,000 warrants, enabling substantial future equity issuance.
  • Authorized shares of Common Stock were increased from 700,000,000 to 4,000,000,000, significantly expanding capacity for future stock issuance under convertible notes, warrants and the incentive plan.

Filing Explained

The July 14 vote expanded authorized-share capacity; it did not itself report issuing shares or completing the approved reverse split.

The July 14, 2026 Form 8-K reports that stockholders approved the capital-structure proposals, and the Charter Amendment became effective when filed, increasing authorized Common Stock from $700 million shares to $4 billion shares; this expands issuance capacity but does not itself increase shares outstanding.

The approved note and warrant transactions describe potential issuance of shares, not a completed issuance, conversion, or warrant exercise in this filing. If shares are later issued, the total share count would rise and existing holders’ percentage ownership would be reduced absent offsetting changes.

The reverse-stock-split amendments were approved, but this filing reports authorization rather than completion of a reverse stock split; no new split-effective event is disclosed here.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Authorized Common Stock after amendment 4,000,000,000 shares Authorized shares of Common Stock following the Charter Amendment
Authorized Common Stock before amendment 700,000,000 shares Authorized shares of Common Stock prior to the Charter Amendment
New Convertible Notes covered $72.0 million aggregate principal amount Potential share issuance upon conversion and make-whole stock payments under New Convertible Notes
Purchase Warrants 135,789,000 warrants Potential share issuance upon exercise of newly issued Purchase Warrants
Votes for Charter share increase 379,793,655 votes For votes on increasing authorized Common Stock to 4,000,000,000 shares
Votes for Nasdaq 5635(d) issuance 321,473,747 votes For votes on potential share issuance exceeding 20% threshold
Exchange Offer financial
"The closing date of the Exchange Offer occurred on June 4, 2026 upon early settlement"
An exchange offer is a proposal where a company asks investors to swap existing securities, like bonds or shares, for new ones, often with different terms or maturity dates. It matters to investors because it can affect the value of their holdings and the company's financial strategy, potentially providing benefits like better interest rates or reduced debt.
Convertible Senior Notes financial
"its outstanding $200.0 million in aggregate principal amount of 5.00% Convertible Senior Notes due 2027"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
Nasdaq Listing Rule 5635(d) regulatory
"The approval, in accordance with Nasdaq Listing Rule 5635(d), of the potential issuance of shares"
Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.
reverse stock split financial
"30 alternate amendments to the Charter to effect a reverse stock split of the issued and outstanding shares"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
broker non-votes regulatory
"For 321,473,747, Against 9,152,580, Abstain 568,233, Broker Non-Votes 77,280,015"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What key share issuance proposal did Gossamer Bio (GOSS) stockholders approve?
Stockholders approved, under Nasdaq Listing Rule 5635(d), potential Common Stock issuance upon conversion of up to $72.0 million of New Convertible Notes, related make-whole stock payments, and exercise of 135,789,000 Purchase Warrants, which together could exceed 20% of pre-Exchange Offer outstanding shares.

How did Gossamer Bio (GOSS) change its authorized Common Stock?
Stockholders approved a Charter amendment increasing authorized Common Stock from 700,000,000 to 4,000,000,000. This larger authorization is intended to support potential share issuances tied to the new convertible notes, Purchase Warrants and the company’s amended and restated 2019 Incentive Award Plan.

What happened to the Gossamer Bio (GOSS) 2019 Incentive Award Plan?
Stockholders approved a Restated Plan that increases the number of shares of Common Stock authorized for issuance under Gossamer Bio’s 2019 Incentive Award Plan. The plan supports future equity-based compensation for eligible participants, subject to the expanded share pool approved at the special meeting.

Did Gossamer Bio (GOSS) receive approval to conduct a reverse stock split?
Stockholders approved a series of 30 alternate Charter amendments to effect a reverse stock split of issued and outstanding Common Stock and a proportionate reduction in authorized Common Stock and total authorized capital stock, providing flexibility to implement a reverse split structure if the company chooses.

What were the voting results on Gossamer Bio’s (GOSS) charter share increase proposal?
The Charter Amendment increasing authorized Common Stock from 700,000,000 to 4,000,000,000 received 379,793,655 votes for, 27,479,988 votes against and 1,200,932 abstentions, with no broker non-votes reported on this specific proposal at the special meeting.

How strongly was the Nasdaq Rule 5635(d) share issuance proposal supported at GOSS?
The proposal to approve potential share issuances under Nasdaq Listing Rule 5635(d) received 321,473,747 votes for, 9,152,580 against and 568,233 abstentions, along with 77,280,015 broker non-votes, indicating substantial support among votes cast in favor.
0001728117FALSE12/3100017281172026-07-142026-07-14

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 14, 2026
GOSSAMER BIO, INC.
(Exact name of Registrant as Specified in Its Charter)
 
Delaware001-3879647-5461709
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)(IRS Employer
Identification No.)
   
3115 Merryfield Row, Suite 120
San Diego, California, 92121

(Address of Principal Executive Offices) (Zip Code)
(858) 684-1300
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instructions A.2. below):
☐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
Common Stock, $0.0001 par value per share GOSS Nasdaq Global Select Market
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors of Gossamer Bio, Inc. (the “Company”) previously approved, effective as of May 18, 2026, subject to stockholder approval and the occurrence of the closing date of the Company’s offer to exchange (the “Exchange Offer”) its outstanding $200.0 million in aggregate principal amount of 5.00% Convertible Senior Notes due 2027 (the “Existing Convertible Notes”), an amendment and restatement of the Gossamer Bio, Inc. 2019 Incentive Award Plan (the “Restated Plan”). On July 14, 2026, the Company’s stockholders approved the Restated Plan at the Company’s special meeting of stockholders held on July 14, 2026 (the “Special Meeting”), as further described below. The closing date of the Exchange Offer occurred on June 4, 2026 upon early settlement of the Exchange Offer, as no additional Existing Convertible Notes were validly tendered in the Exchange Offer thereafter. As more fully described in the Company’s “Proxy Statement for Special Meeting of Stockholders” filed on June 9, 2026 (the “Proxy Statement”), the Restated Plan increases the number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), authorized for issuance thereunder.
The foregoing description of the Restated Plan is not complete and is subject to, and qualified in its entirety by, the complete text of the Restated Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 14, 2026, following approval by the Company's stockholders at the Special Meeting, the Company filed a certificate of amendment (the “Charter Amendment”) to the Amended and Restated Certificate of Incorporation of the Company (the “Charter”) with the Secretary of State of the State of Delaware to increase the number of authorized shares of its Common Stock from 700,000,000 to 4,000,000,000 in order to support, among other things, the additional share issuances of Common Stock issuable upon conversion of the Company's newly issued 7.50% Convertible Senior Secured First Lien Notes due 2030 (the “New Convertible Notes”) and exercise of the Company’s newly issued warrants to purchase shares of Common Stock (the “Purchase Warrants”), each issued as part of the Exchange Offer, and under the Restated Plan. The Charter Amendment became effective upon filing.
The foregoing description of the Charter Amendment is not complete and is subject to, and qualified in its entirety by, the complete text of the Charter Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The following is a brief description of each matter voted upon at the Special Meeting and the number of votes cast for or against, the number of abstentions and the number of broker non-votes with respect to each matter, as applicable.
1.The approval, in accordance with Nasdaq Listing Rule 5635(d), of the potential issuance of shares of Common Stock upon (i) conversion of up to $72.0 million in aggregate principal amount of New Convertible Notes and make-whole payments in the form of Common Stock, and (ii) exercise of 135,789,000 Purchase Warrants, which issuances would, in the aggregate, exceed 20% of the number of shares of Common Stock issued and outstanding immediately prior to the time of commencement of the Exchange Offer. The proposal was approved by the votes indicated:
ForAgainstAbstainBroker Non-Votes
321,473,7479,152,580568,23377,280,015
2.The approval of the Restated Plan to increase the number of shares of Common Stock authorized for issuance thereunder. The proposal was approved by the votes indicated:
ForAgainstAbstainBroker Non-Votes
292,659,88337,844,040690,63777,280,015
3.The approval of the Charter Amendment to increase the number of authorized shares of Common Stock from 700,000,000 to 4,000,000,000 in order to support, among other things, the additional share issuances of Common Stock issuable upon conversion of the New Convertible Notes and Purchase Warrants and under the Restated Plan. The proposal was approved by the votes indicated:
1

ForAgainstAbstainBroker Non-Votes
379,793,65527,479,9881,200,932—
4. The approval of a series of 30 alternate amendments to the Charter to effect (i) a reverse stock split of the issued and outstanding shares of Common Stock and (ii) a proportionate reduction in the number of authorized shares of Common Stock (and correspondingly decrease the total number of authorized shares of the Company’s capital stock). The proposal was approved by the votes indicated:
ForAgainstAbstainBroker Non-Votes
383,876,93923,228,3671,369,269—
Because the Company’s stockholders approved the foregoing proposals, a vote on the proposal to adjourn the Special Meeting, as described in the Proxy Statement, was not called during the Special Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number		Description
3.1
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Gossamer Bio, Inc.
10.1
Gossamer Bio, Inc. 2019 Incentive Award Plan, as Amended and Restated Effective May 18, 2026
104Cover page interactive data file (embedded with the inline XBRL document)
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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.
 
  GOSSAMER BIO, INC.
    
Date: July 14, 2026 By:/s/ Christian Waage
  Christian Waage
  Executive Vice President and General Counsel

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Source: View Original Filing on SEC EDGAR

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