Gossamer Bio (NASDAQ: GOSS) swaps $181M converts for new debt, equity and warrants
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Gossamer Bio, Inc. completed the early settlement of its exchange offer for $181,052,000 aggregate principal of its 5.00% Convertible Senior Notes due 2027, representing 90.526% of the notes outstanding. In exchange, the company issued $65,174,000 of new 7.50% Convertible Senior Secured First Lien Notes due 2030, 254,150,441 new common shares, 33,402,727 prefunded warrants and 135,789,000 purchase warrants.
The new notes carry a 7.50% cash interest rate, mature on July 1, 2030, and include a springing maturity to March 2, 2027 if more than $4.0 million of old notes remain outstanding. They also include a monthly tested minimum liquidity covenant starting with the fiscal month ending June 30, 2026, initially set at $40 million with step-downs tied to equity raises and FDA new drug application milestones.
Conversion and warrant exercise into stock generally require future stockholder approval, and both the new notes and warrants have ownership limits to cap any single holder’s beneficial ownership. A supplemental indenture for the old notes removes most restrictive covenants, and tendering holders agreed to lock-up and voting commitments for the new shares through the special meeting record date.
Positive
- Substantial reduction of near-term convertible debt: $181,052,000 of 5.00% Convertible Senior Notes due 2027, or 90.526% of the prior outstanding amount, were tendered and cancelled, significantly lowering the 2027 maturity wall.
- Extended debt maturity profile with new secured notes: The company issued $65,174,000 of 7.50% Convertible Senior Secured First Lien Notes due July 1, 2030, pushing the bulk of converted obligations several years further out.
Negative
- Higher interest cost and new secured first-lien debt: The replacement notes bear a 7.50% cash interest rate and are secured first-lien obligations, increasing ongoing interest expense and encumbering assets versus the prior convertible structure.
- Significant potential equity dilution over time: Initial maximums include 498,389,410 shares issuable upon conversion of the new notes, 135,789,000 upon purchase warrant exercise, and 33,402,727 from prefunded warrants, all subject to anti-dilution adjustments.
- Ongoing reliance on future equity raises and regulatory milestones: The minimum liquidity covenant only steps down from $40 million if the company completes equity raises of at least $100–$150 million and receives FDA notice accepting its new drug application by December 1, 2026.
Insights
Large debt-for-equity swap extends maturities but adds secured debt and potential dilution.
Gossamer Bio has exchanged $181,052,000 of its 5.00% 2027 convertible notes, cancelling these obligations and issuing $65,174,000 of new 7.50% secured notes plus substantial equity and warrants. This materially restructures leverage and pushes most debt exposure to a 2030 maturity.
The new notes are first-lien, carry higher cash interest, and include a $40 million minimum liquidity covenant, with possible step-downs tied to at least $100 million–$150 million of future equity raises and an FDA filing notice by December 1, 2026. Failure to raise capital or achieve regulatory milestones would keep tighter liquidity requirements in place.
Equity and warrant issuance is significant, with initial maximums of 498,389,410 shares upon conversion of the new notes, 135,789,000 upon exercise of purchase warrants, and 33,402,727 from prefunded warrants, all subject to anti-dilution adjustments. Actual dilution will depend on stockholder approval, future share prices, and holder exercise or conversion decisions.
8-K Event Classification
6 items: 1.01, 1.02, 2.03, 3.02, 7.01, 9.01
6 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02
Termination of a Material Definitive Agreement
Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Existing notes tendered and cancelled: $181,052,000 principal
Existing notes remaining: $18,948,000 principal
New secured notes issued: $65,174,000 principal
+5 more
8 metrics
Existing notes tendered and cancelled
$181,052,000 principal
5.00% Convertible Senior Notes due 2027 exchanged in early settlement
Existing notes remaining
$18,948,000 principal
5.00% Convertible Senior Notes due 2027 still outstanding after early settlement
New secured notes issued
$65,174,000 principal
7.50% Convertible Senior Secured First Lien Notes due 2030
New common shares issued
254,150,441 shares
New Shares issued in exchange for tendered 2027 convertible notes
Prefunded warrants issued
33,402,727 warrants
Prefunded Warrants issued in early settlement of exchange offer
Purchase warrants issued
135,789,000 warrants
Purchase Warrants issued to early tendering noteholders
Minimum liquidity covenant
$40 million
Initial monthly minimum liquidity level under New Convertible Notes Indenture
Maximum shares on new note conversion
498,389,410 shares
Initial maximum common shares issuable upon conversion of new notes
Key Terms
Exchange Offer, Consent Solicitation, Convertible Senior Notes, Prefunded Warrants, +2 more
6 terms
Exchange Offer financial
"previously announced exchange offer (the “Exchange Offer”) to exchange any and all of the Existing Convertible Notes"
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.
Consent Solicitation financial
"completed the concurrent solicitation of consents (the “Consent Solicitation”) from holders of the Existing Convertible Notes"
A consent solicitation is a formal request sent to shareholders or creditors asking them to sign off on a proposed corporate change—such as altering governance rules, approving a deal, or waiving contract terms—without holding a full meeting. It matters to investors because it can quickly change their rights, voting power or the company’s direction, much like asking neighbors to sign a petition to alter a shared fence rather than discussing it at a community meeting.
Convertible Senior Notes financial
"5.00% Convertible Senior Notes due 2027 (the “Existing Convertible Notes”)"
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.
Prefunded Warrants financial
"prefunded warrants to purchase shares of Common Stock (the “Prefunded Warrants”)"
Prefunded warrants are a security that gives the holder the right to convert the warrant into a share after paying a very small remaining amount because almost the full purchase price was paid upfront. They matter to investors because exercising them increases the company’s outstanding shares (dilution) and can provide immediate cash to the issuer while allowing holders to bypass ownership limits or simplify timing, similar to buying a nearly-complete gift card that only needs a tiny top-up to use.
Purchase Warrants financial
"up to 150,000,000 warrants to purchase shares of its Common Stock (the “Purchase Warrants”)"
Purchase warrants are tradable certificates that give the holder the right, but not the obligation, to buy a company's shares at a fixed price for a limited time. They matter to investors because they offer leveraged exposure—like a coupon that lets you buy a stock later at today’s price if it goes up—while carrying the risk of expiring worthless and potentially reducing each existing shareholder’s ownership if they are used.
minimum liquidity covenant financial
"contains a minimum liquidity covenant that requires the Company to maintain a minimum amount of liquidity of $40 million"
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): June 3, 2026
(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)
(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 | ||||||||||||
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. ☐
Explanatory Note
Early Settlement of Exchange Offer
On June 4, 2026 (the “Early Settlement Date”), Gossamer Bio, Inc. (the “Company”) accepted for exchange and completed the early settlement of the 5.00% Convertible Senior Notes due 2027 (the “Existing Convertible Notes”) that were validly tendered on or before the early tender deadline of 5:00 p.m., New York City time, on June 2, 2026 (the “Extended Early Tender Date”) in the Company’s previously announced exchange offer (the “Exchange Offer”) to exchange any and all of the Existing Convertible Notes for a pro rata portion of (i) up to $72.0 million in aggregate principal amount of its new 7.50% Convertible Senior Secured First Lien Notes due 2030 (the “New Convertible Notes”), (ii) up to 317,647,058 shares of its common stock (the “Common Stock”), par value $0.0001 per share (the “New Shares”) or, in lieu of issuing shares of Common Stock to the extent any investor would beneficially own greater than 9.99% of the outstanding Common Stock, prefunded warrants to purchase shares of Common Stock (the “Prefunded Warrants” and, together with the New Shares, the “Equity Securities”) and (iii) up to 150,000,000 warrants to purchase shares of its Common Stock (the “Purchase Warrants” and, together with the New Convertible Notes and the Equity Securities, the "Offered Securities"). The Company also completed the concurrent solicitation of consents (the “Consent Solicitation”) from holders of the Existing Convertible Notes to adopt certain amendments to the indenture governing the Existing Convertible Notes, dated as of May 21, 2020, and a first supplemental indenture dated as of May 21, 2020 (together, the “Existing Convertible Notes Indenture”), and entered into a supplemental indenture (the “Supplemental Indenture”) to the Existing Convertible Notes Indenture with Wilmington Trust, National Association, as trustee (the “Existing Convertible Notes Trustee”). The Supplemental Indenture eliminates substantially all of the restrictive covenants in the Existing Convertible Notes Indenture as well as certain events of default and related provisions applicable to the Existing Convertible Notes.
For the remaining holders of Existing Convertible Notes that did not tender their Existing Convertible Notes prior to the Extended Early Tender Date, the Exchange Offer will expire at 5:00 p.m., New York City time, on June 16, 2026 (such time and date, as the same may be extended, the “Expiration Deadline”), unless extended or earlier terminated. The withdrawal deadline for the Exchange Offer and Consent Solicitation occurred at 5:00 p.m., New York City time, on June 1, 2026 (the “Withdrawal Deadline”). As a result, and because the Withdrawal Deadline is not being extended, tenders of the Existing Convertible Notes and related consents may no longer be withdrawn, except in limited circumstances where additional withdrawal rights are required by law. If all conditions to the Exchange Offer have been or are concurrently satisfied or waived at or prior to the Expiration Deadline, unless extended, the Company will accept for exchange any remaining Existing Convertible Notes that were validly tendered in the Exchange Offer following the Extended Early Tender Date and at or prior to the Expiration Deadline, and not validly withdrawn at or prior to the Withdrawal Deadline (the date of such exchange, the “Final Settlement Date”). The Final Settlement Date, if any, will be promptly after the Expiration Deadline and is currently expected to occur on June 18, 2026, the second business day immediately following the Expiration Deadline.
As previously announced, in connection with the Exchange Offer and Consent Solicitation, the Company entered into a transaction support agreement dated May 18, 2026 (the “Transaction Support Agreement”) with certain beneficial owners or nominees, investment managers or advisors for beneficial holders of the Existing Convertible Notes who held approximately 75.2% of the aggregate principal amount of the Existing Convertible Notes (the “Supporting Noteholders”) as of the effective date of the Transaction Support Agreement.
Pursuant to the early settlement of the Exchange Offer, $181,052,000 in aggregate principal amount of the Existing Convertible Notes were validly tendered, accepted for exchange by the Company and subsequently cancelled (collectively, the “Early Tendered Notes”). Following such cancellation, $18,948,000 in aggregate principal amount of the Existing Convertible Notes remain outstanding.
In connection with the early settlement of the Exchange Offer, on June 4, 2026, the Company issued (i) $65,174,000 in aggregate principal amount of New Convertible Notes, (ii) 254,150,441 New Shares, (iii) 33,402,727 Prefunded Warrants and (iv) 135,789,000 Purchase Warrants, in exchange for the validly tendered and accepted Early Tendered Notes. In addition, holders of Early Tendered Notes accepted for exchange will receive accrued and unpaid interest on such Early Tendered Notes from, and including, the most recent interest payment date to, but excluding, the Early Settlement Date.
The Offered Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any other securities laws. This Current Report on Form 8-K shall not constitute an offer to sell, or the solicitation of an offer to buy, the Offered Securities, any shares underlying the Offered Securities, the Existing Convertible Notes or any other securities, nor will there be any sale of such securities or any other securities, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.
Item 1.01. Entry into a Material Definitive Agreement.
New Convertible Notes Indenture
The New Convertible Notes delivered in exchange for the Early Tendered Notes were, and any New Convertible Notes delivered in exchange for remaining Existing Convertible Notes that are validly tendered in the Exchange Offer following the Extended Early Tender Date and at or prior to the Expiration Deadline will be, issued pursuant to an indenture, dated as of June 4, 2026 (the “New Convertible Notes Indenture”), by and between the Company, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (in such capacity, the “Collateral Agent”).
The New Convertible Notes are secured, first lien obligations of the Company. The New Convertible Notes will mature on July 1, 2030, unless earlier converted or repurchased in accordance with the terms of the New Convertible Notes, provided that the New Convertible Notes have a springing maturity date of March 2, 2027 (91 days prior to the stated maturity of the Existing Convertible Notes) if more than $4.0 million of the Existing Convertible Notes remain outstanding at such time. The New Convertible Notes bear interest at a rate of 7.50% per annum from June 4, 2026, which interest will be payable in cash semi-annually in arrears on January 1 and July 1 of each year, starting on January 1, 2027.
The conversion rate for the New Convertible Notes will initially be the number of shares of Common Stock per $1,000 principal amount of New Convertible Notes equal to the quotient of $1,000 divided by a 10% premium to the Reference Price (as defined below), rounded to the nearest 1/10,000th of a share. The “Reference Price” will equal the greater of (i) $0.17 and (ii) the lower of (x) $0.34 and (y) the average of the daily volume-weighted average prices for the seven (7) consecutive VWAP trading days beginning on, and including, the VWAP trading day immediately following the Final Settlement Date.
Prior to obtaining stockholder approval of certain proposals that will allow the issuance of Common Stock pursuant to the terms of the New Convertible Notes, the Company will be permitted to satisfy its obligations upon conversion of the New Convertible Notes only in the form of cash settlement. Following such stockholder approval, the Company will be permitted to satisfy its obligations under the New Convertible Notes with any settlement method it is otherwise permitted to elect, including by physical settlement in shares of common stock. Additionally, a holder of New Convertible Notes will not be permitted to convert its New Convertible Notes at any time prior to the later of (a) the date the conversion rate has been determined and (b) the earlier of (1) the date of the special meeting at which the Company seeks stockholder approval of such proposals, whether or not such approvals are obtained and (2) the date that is 61 calendar days following the initial settlement date of the Offered Securities. A “make whole” premium will be payable on the New Convertible Notes through an increase to the conversion rate in certain circumstances to compensate converting holders for interest that would have been payable to the maturity date.
The New Convertible Notes Indenture includes incurrence based negative covenants, including but not limited to, limitations on debt, limitations on liens and entry into restrictive agreements, limitations on mergers, consolidations or sales of all or substantially all assets, limitations on transactions with affiliates, limitations on restricted payments and investments, limitations on disposals of assets, limitations on foreign subsidiaries and limitations on impairment of security. The New Convertible Notes Indenture also includes usual and customary affirmative covenants, including but not limited to, further assurance, payment of obligations, reporting, and compliance certificate. The New Convertible Notes Indenture also contains a minimum liquidity covenant that requires the Company to maintain a minimum amount of liquidity of $40 million, tested monthly on the date that the compliance certificate for the applicable month will be delivered and commencing with the fiscal month ending June 30, 2026; provided that the minimum liquidity requirement will be reduced to (x) $20 million, upon completion of one or more equity raises with aggregate proceeds of at least $100 million, (y) $10 million, subject to satisfaction of condition (x) above and written notice from the FDA by December 1, 2026 that it has accepted for filing the Company’s new drug application and (z) $0, subject to satisfaction of conditions (x) and (y) above and completion of one or more equity raises with aggregate proceeds (including all proceeds under condition (x) above) of at least $150 million. The New Convertible Notes Indenture contains other customary terms including with respect to events of default, amendments, defeasance, and satisfaction and discharge, and is governed by New York law.
Under certain circumstances and subject to conditions set forth in the New Convertible Notes Indenture, the Company may elect to force a mandatory conversion of the New Convertible Notes.
If certain corporate events constituting a fundamental change occur (which shall include, among other things, the acquisition by any person or group of more than 50% of the outstanding common stock of the Company or a delisting of the Company’s common stock), the Company shall offer to repurchase all of the outstanding New Convertible Notes for cash at a repurchase
price equal to 100% of the aggregate principal amount of the New Convertible Notes then outstanding plus accrued and unpaid interest.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the New Convertible Notes Indenture, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated by reference herein.
Purchase Warrant Agreement
The Purchase Warrants were issued pursuant to a warrant agreement, dated as of June 4, 2026 (the “Purchase Warrant Agreement”), by and between the Company and Computershare, Inc., as warrant agent (the “Warrant Agent”).
Prior to obtaining stockholder approval of certain proposals that will allow the issuance of common stock pursuant to the terms of the Purchase Warrants, the Company will be permitted to satisfy its obligations upon exercise of the Purchase Warrants only in the form of cash settlement on a net-cash basis. Following such stockholder approval, the Company will be permitted to satisfy its obligations under the Purchase Warrants by physical settlement in shares of Common Stock. Additionally, Purchase Warrants will be exercisable at any time from December 3, 2026 until June 4, 2031. The Purchase Warrants will be exercisable with a cash exercise price equal to the greater of (i) $0.34 and (ii) a 25% premium to the Reference Price, subject to adjustments. The number of shares of Common Stock issuable upon exercise of the Purchase Warrants is subject to customary anti-dilution adjustments in the event of stock dividends, stock splits, stock combinations, reclassifications, distributions and similar events, as well as adjustments in connection with certain degressive issuances at a price below the then-current strike price and a reduction to the strike price in connection with a fundamental change based on a Black-Scholes valuation of the Purchase Warrants. The Purchase Warrant Agreement includes a beneficial ownership limitation that provides that the holders may not exercise (nor may the Company allow the exercise of) the Purchase Warrants if, upon giving effect to such exercise, such exercise would cause the aggregate number of shares of Common Stock beneficially owned by the holder (together with its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated for the purposes of Section 13(d) of the Exchange Act) to exceed 4.99% (or, at the holder’s election, up to 9.99%) of the total number of the then issued and outstanding shares of Common Stock; provided that any increase in such percentage will not be effective until the 61st day after such notice is delivered to the Company. The Purchase Warrant Agreement provides that the Company will prepare a resale registration statement with respect to the shares of Common Stock underlying the Purchase Warrants, subject to certain terms and exceptions.
The foregoing description of the Purchase Warrant Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Warrant Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated by reference herein.
Prefunded Warrants
The Prefunded Warrants were issued pursuant to a form of prefunded warrant to purchase Common Stock and have an exercise price of $0.0001 per underlying share of Common Stock, exercisable via cashless exercise at any time after the date of issuance of such Prefunded Warrant, subject to the ownership limitations described below. The number of shares of Common Stock issuable upon exercise of each Prefunded Warrant is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock. In addition, the holders of the Prefunded Warrants are entitled to participate in pro rata distributions and purchase rights on the same basis as if they held the underlying shares of Common Stock, and in the event of a fundamental transaction, the holders will be entitled to receive, upon exercise, the same kind and amount of securities, cash or property as they would have received had they held the underlying shares immediately prior to such fundamental transaction. The Prefunded Warrants include a beneficial ownership limitation that provides that the holders may not exercise (nor may the Company allow the exercise of) such Prefunded Warrant if, upon giving effect to such exercise, such exercise would cause the aggregate number of shares of Common Stock beneficially owned by the holder (together with affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to exceed 9.99% of the total number of the then issued and outstanding shares of Common Stock as determined in accordance with the terms of each Prefunded Warrant; provided that the Prefunded Warrant holder may decrease (or increase) such percentage to a percentage not in excess of 9.99%; provided further that any increase in such percentage will not be effective until the 61st day after notice of such increase is delivered to the Company.
The foregoing description of the Prefunded Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Prefunded Warrant, a copy of which is filed as Exhibit 10.6 to this Current Report on Form 8-K and is incorporated by reference herein.
Existing Convertible Notes Supplemental Indenture
Following receipt of the requisite consents in the Consent Solicitation, the Company and the Existing Convertible Notes Trustee entered into the Supplemental Indenture to the Existing Convertible Notes Indenture, dated as of June 4, 2026, to eliminate substantially all of the restrictive covenants, certain of the default provisions, and certain other provisions contained in the Existing Convertible Notes Indenture.
The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Supplemental Indenture, a copy of which is filed as Exhibit 10.5 to this Current Report on Form 8-K and is incorporated by reference herein.
Voting and Lock-up Agreements
By tendering Existing Convertible Notes in the Exchange Offer, each participating holder of Existing Convertible Notes is deemed to have agreed with the Company that it will appear at the special meeting to be held following the Exchange Offer or otherwise cause the New Shares received by it in the Exchange Offer to be counted as present thereat for purposes of determining a quorum, and be present (in person or by proxy) and vote (or cause to be voted) all of the New Shares it beneficially owns in favor of the Stockholder Proposals at such special meeting.
By tendering Existing Convertible Notes in the Exchange Offer, each participating holder of Existing Convertible Notes is deemed to have agreed to substantially the same terms as those in the voting agreements previously entered into by the Supporting Noteholders, which includes having agreed with the Company that from and after the Early Settlement Date and until 5:00 p.m., New York City time on June 5, 2026, which is the record date of the special meeting to be held following the Exchange Offer, it will not transfer, sell, exchange, assign or convey any legal or beneficial ownership interest in, or any right, title or interest therein (including any right or power to vote), or otherwise dispose of (whether by sale, liquidation, dissolution, dividend, distribution or otherwise) any New Shares, or enter into any contract, option, or other agreement with respect to any of the foregoing, subject to certain exceptions as included therein.
The foregoing description of the voting agreements entered into by the Supporting Noteholders does not purport to be complete and is qualified in its entirety by reference to the full text of the form of voting agreement, a copy of which is filed as Exhibit 10.7 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 1.02 Termination of a Material Definitive Agreement.
Cancellation of Existing Convertible Notes Tendered in Exchange Offer
On the Early Settlement Date, the Company caused the Early Tendered Notes accepted for exchange to be delivered to the Existing Convertible Notes Trustee for cancellation. The Early Tendered Notes represented 90.526% of the previously outstanding Existing Convertible Notes.
The information set forth in the Explanatory Note and in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 1.02 by reference.
Termination of the Transaction Support Agreement
In accordance with the terms of the Transaction Support Agreement, the Transaction Support Agreement automatically terminated on the Early Settlement Date.
The information set forth in the Explanatory Note of this Current Report on Form 8-K is incorporated into this Item 1.02 by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The information set forth in the Explanatory Note and in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
Item 3.02 Unregistered Sales of Equity Securities.
In connection with the Exchange Offer, on the Early Settlement Date, in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder, the Company issued $65,174,000 in aggregate principal amount of New Convertible Notes, 254,150,441 shares of its Common Stock, 33,402,727 Prefunded Warrants and 135,789,000 Purchase Warrants to eligible holders of the Existing Convertible Notes accepted for exchange in the Exchange Offer. Initially, (i) a maximum of 498,389,410 shares of the Company’s Common Stock may be issued upon conversion of the New Convertible Notes, based on the initial maximum conversion rate of 7,647.0588 shares of Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions, (ii), a maximum of 135,789,000 shares of the Company’s Common Stock may be issued upon exercise of the Purchase Warrants, which is subject to customary anti-dilution adjustment provisions, and (iii) a maximum of 33,402,727 shares of the Company’s Common Stock may be issued upon exercise of the Prefunded Warrants, which is subject to customary anti-dilution adjustment provisions.
The information set forth in each of Item 1.01 and the Explanatory Note of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference.
Item 7.01 Regulation FD Disclosure.
On June 3, 2026, the Company issued a press release announcing the early tender results and its election to accept for exchange the Early Tendered Notes in the Exchange Offer and Consent Solicitation. The full text of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information contained or incorporated herein, including the press release attached as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current Report on Form 8-K.
* * *
Note Regarding Forward-Looking Statements
The Company cautions you that statements contained in this report regarding matters that are not historical facts are forward-looking statements. These statements are based on the Company’s current beliefs and expectations. Such forward-looking statements include, but are not limited to, statements regarding: the Company’s Exchange Offer and Consent Solicitation relating to its Existing Convertible Notes, including the timing and anticipated benefits thereof; and the Company’s ability to consummate the Exchange Offer. The inclusion of forward-looking statements should not be regarded as a representation by Gossamer that any of its plans will be achieved. Actual results may differ from those set forth in this press release due to the risks and uncertainties inherent in Gossamer’s business, including, without limitation: the Company may not be able to complete the Exchange Offer on the anticipated timeline or at all, and the Company may not realize the anticipated benefits therefrom; and other risks described in the Company’s prior press releases and the Company’s filings with the Securities and Exchange Commission (SEC), including under the heading “Risk Factors” in the Company’s annual report on Form 10-K and any subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and Gossamer undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 10.1 | Indenture, dated as of June 4, 2026, by and among Gossamer Bio, Inc., the guarantors party thereto from time to time and U.S. Bank Trust Company, National Association, as trustee and collateral agent. | |||||||
| 10.2 | Form of 7.50% Convertible Senior Secured First Lien Notes due 2030 (included as Exhibit A to Exhibit 10.1). | |||||||
| 10.3 | Purchase Warrant Agreement, dated as of June 4, 2026, by and between Gossamer Bio, Inc. and Computershare, Inc., as warrant agent. | |||||||
| 10.4 | Form of Purchase Warrant (included as Exhibit A to Exhibit 10.3). | |||||||
| 10.5 | Second Supplemental Indenture, dated as of June 4, 2026, by and between Gossamer Bio, Inc. and Wilmington Trust, National Association, as trustee, to the Indenture, dated as of May 21, 2020. | |||||||
| 10.6 | Form of Prefunded Warrant. | |||||||
| 10.7 | Form of Voting Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on May 18, 2026). | |||||||
| 99.1 | Press release of Gossamer Bio, Inc. dated June 3, 2026 | |||||||
| 104 | Cover page interactive data file (embedded with the inline XBRL document) | |||||||
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 thereunto duly authorized.
| GOSSAMER BIO, INC. | |||||||||||
| Date: June 4, 2026 | By: | /s/ Christian Waage | |||||||||
| Christian Waage | |||||||||||
| Executive Vice President and General Counsel | |||||||||||
Exhibit 99.1
Gossamer Bio, Inc. Announces Early Tender Results and Early Settlement for Exchange Offer and Consent Solicitation with Respect to Existing Convertible Notes
San Diego, California. (June 3, 2026) – Gossamer Bio, Inc. (NASDAQ: GOSS) (the “Company” or “Gossamer”), a biopharmaceutical company focused on the development and commercialization of seralutinib for the treatment of pulmonary arterial hypertension (PAH) and pulmonary hypertension associated with interstitial lung disease (PH-ILD), today announced the early tender results of its previously announced exchange offer (the “Exchange Offer”) to exchange any and all of its 5.00% Convertible Senior Notes due 2027 (the “Existing Convertible Notes”) for a pro rata portion of (i) up to $72.0 million in aggregate principal amount of its new 7.50% Convertible Senior Secured First Lien Notes due 2030 (the “New Convertible Notes”), (ii) up to 317,647,058 shares of its common stock (the “Common Stock”) or, in lieu of issuing shares of Common Stock to the extent such shares would cause any Eligible Holder (as defined below) to beneficially own greater than 9.99% of the outstanding Common Stock, prefunded warrants to purchase shares of Common Stock (the “Prefunded Warrants” and, together with the Common Stock, the “Equity Securities”) and (iii) with respect to Eligible Holders who tender prior to the Extended Early Tender Date (as defined below), warrants to purchase shares of Common Stock (the “Purchase Warrants” and, together with the New Convertible Notes and Equity Securities, the “Offered Securities”).
As of 5:00 p.m., New York City time, on June 2, 2026 (the “Extended Early Tender Date”), based on information provided by D.F. King & Co., Inc., which is acting as the exchange agent and information agent for the Exchange Offer (the “Exchange Agent”), $181,052,000 in aggregate principal amount of Existing Convertible Notes was validly tendered in the Exchange Offer and not validly withdrawn (such notes, the “Early Tendered Notes”) and related consents to the Proposed Amendments (as defined below) were validly delivered and not validly withdrawn as of such time. The Early Tendered Notes represent 90.526% of the aggregate outstanding principal amount of Existing Convertible Notes. The Company and the Required Supporting Noteholders have agreed to amend the condition to the Exchange Offer that a minimum of 98% of the aggregate principal amount of Existing Convertible Notes be validly tendered to a minimum of 90.5% of the aggregate principal amount of Existing Convertible Notes be validly tendered. As a result, the Company also announced that it has elected to accept for exchange the Early Tendered Notes (the “Early Settlement”), with settlement expected to occur on June 4, 2026 (the “Early Settlement Date”), the second business day immediately following the Extended Early Tender Date. The following table describes the early tender results at 5:00 p.m., New York City time, on June 2, 2026 (which is the Extended Early Tender Date of the Exchange Offer and the Consent Solicitation, as defined below) as well as the Offered Securities expected to be issued at the Early Settlement:
Title | Aggregate Principal Amount of Existing Convertible Notes Tendered and Accepted | Percentage of Existing Convertible Notes Tendered and Accepted | Aggregate Principal Amount of New Convertible Notes Expected to be Issued | Number of New Shares Expected to be Issued | Number of Prefunded Warrants Expected to be Issued | Number of Purchase Warrants Expected to be Issued | ||||||||||||||
5.00% Convertible Senior Notes due 2027 | $181,052,000 | 90.526% | $65,174,000 | 254,150,441 | 33,402,727 | 135,789,000 | ||||||||||||||
In addition, holders of Early Tendered Notes accepted for exchange will receive accrued and unpaid interest on such Early Tendered Notes from, and including, the most recent interest payment date to, but excluding, the Early Settlement Date.
By tendering Existing Convertible Notes in the Exchange Offer, each participating holder of Existing Convertible Notes is deemed to have agreed to substantially the same terms as those in the voting agreements entered into by the Supporting Noteholders, which includes having agreed with the Company that from and after the Early Settlement Date and until 5:00 p.m., New York City time, on June 5, 2026, which is the record date of the special meeting to be held following the Exchange Offer, it will not transfer, sell, exchange, assign or convey any legal or beneficial ownership interest in, or any right, title or interest therein (including any right or power to vote), or otherwise dispose of (whether by sale, liquidation, dissolution, dividend, distribution or otherwise) any New Shares, or enter into any contract, option, or other agreement with respect to any of the foregoing.
Simultaneously with the Exchange Offer, the Company solicited consents (the “Consent Solicitation”) from holders of the Existing Convertible Notes to adopt certain proposed amendments (the “Proposed Amendments”) to the indenture governing the Existing Convertible Notes (the “Existing Convertible Notes Indenture”). The Proposed Amendments will eliminate substantially all of the restrictive covenants in the Existing Convertible Notes Indenture as well as certain events of default and related provisions applicable to the Existing Convertible Notes. As of 5:00 p.m., New York City time, on the Extended Early Tender Date, the Company had obtained sufficient consents to effectuate the Proposed Amendments. As a result, the Proposed Amendments will become effective upon the Early Settlement Date.
For the remaining holders of Existing Convertible Notes that did not tender their Existing Convertible Notes prior to the Extended Early Tender Date, the Exchange Offer will expire at 5:00 p.m., New York City time, on June 16, 2026 (such time and date, as the same may be extended, the “Expiration Deadline”), unless extended or earlier terminated. The withdrawal deadline for the Exchange Offer and Consent Solicitation occurred at 5:00 p.m., New York City time, on June 1, 2026 (the “Withdrawal Deadline”). As a result, and because the Withdrawal Deadline is not being extended, tenders of the Existing Convertible Notes and related consents may no longer be withdrawn, except in limited circumstances where additional withdrawal rights are required by law. If all conditions to the Exchange Offer have been or are concurrently satisfied or waived at or prior to the Expiration Deadline, unless extended, the Company will accept for exchange any remaining Existing Convertible Notes that were validly tendered in the Exchange Offer following the Extended Early Tender Date and at or prior to the Expiration Deadline, and not validly withdrawn at or prior to the Withdrawal Deadline (the date of such exchange, the “Final Settlement Date”). The Final Settlement Date, if any, will be promptly after the Expiration Deadline and is currently expected to occur on June 18, 2026, the second business day immediately following the Expiration Deadline.
The Exchange Offer and Consent Solicitation may each be amended or extended at any time prior to the Expiration Deadline and for any reason, and may be terminated or withdrawn if any of the conditions of the Exchange Offer and Consent Solicitation are not satisfied or waived by the Expiration Deadline (as it may be extended), subject to applicable law and, if applicable, the terms of the Transaction Support Agreement. Subject to applicable law and, if applicable, the terms of the Transaction Support Agreement, the Company may extend the Expiration Deadline at any time, which may or may not have the effect of extending the Withdrawal Deadline.
The New Convertible Notes, Purchase Warrants, Prefunded Warrants and shares of Common Stock offered in the Exchange Offer are being offered only to holders of Existing Convertible Notes that are “qualified institutional buyers” as defined in Rule 144A under the Securities Act (“Eligible Holders”).
Cantor Fitzgerald & Co. is acting as exclusive capital markets and financial advisor, sole dealer manager and sole solicitation agent to the Company (the “Dealer Manager”) in connection with the Exchange Offer and Consent Solicitation. D.F. King & Co., Inc. is acting as the exchange agent and the information agent (the “Exchange Agent”) in connection with the Exchange Offer and Consent Solicitation. Questions concerning the Exchange Offer and Consent Solicitation may be directed to the Dealer Manager at 110 East 59th Street, New York, NY 10022, email: elcm@cantor.com or to the Exchange Agent at 28 Liberty Street, 53rd Floor, New York, NY 10005, tel: (866) 620-9554 or (646) 582-7109, e-mail: goss@dfking.com. The eligibility letter is available electronically at: www.dfking.com/goss. Eligible Holders should also consult their broker, dealer, commercial bank, trust company or other institution for assistance concerning the Exchange Offer and Consent Solicitation. Latham & Watkins LLP is acting as legal counsel to the Company in connection with the Exchange Offer and Consent Solicitation. Akin Gump Strauss Hauer & Feld LLP is acting as legal counsel to certain holders of Existing Convertible Notes that are party to the Transaction Support Agreement. DLA Piper LLP (US) is acting as legal counsel to the Dealer Manager for the Exchange Offer and Consent Solicitation.
Only Eligible Holders may receive a copy of the offering memorandum relating to the Exchange Offer and Consent Solicitation and participate in the Exchange Offer and Consent Solicitation. None of the Company, the Dealer Manager, the Exchange Agent, any trustee or collateral agent for the Existing Convertible Notes or New Convertible Notes, or any affiliate of any of them makes any recommendation as to whether any Eligible Holder of Existing Convertible Notes should exchange or refrain from exchanging the principal amount of such Eligible Holder's Existing Convertible Notes in the Exchange Offer or submit consents in the Consent Solicitation. No one has been authorized by any of them to make such a recommendation. Eligible Holders must make their own decision whether to tender Existing Convertible Notes in the Exchange Offer or submit consents in the Consent Solicitation. No Eligible Holder may tender less than all of its Existing Convertible Notes in the Exchange Offer.
The offering, issuance and sale of the Offered Securities has not been, and will not be, registered under the Securities Act of 1933, as amended, or any other securities laws. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, the New Convertible Notes, shares of Common Stock (or Prefunded Warrants) and Purchase Warrants offered in the Exchange Offer, the shares of Common Stock issuable upon conversion of the New Convertible Notes, Prefunded Warrants or Purchase Warrants, the Existing Convertible Notes or any other securities, nor will there be any sale of such securities or any other securities, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.
About Gossamer Bio
Gossamer Bio is a biopharmaceutical company focused on the development of treatments for pulmonary hypertension. Its goal is to be an industry leader in, and to enhance the lives of patients living with, pulmonary hypertension.
Gossamer Bio Forward Looking Statements
The Company cautions you that statements contained in this press release regarding matters that are not historical facts are forward-looking statements. These statements are based on the Company’s current beliefs and expectations. Such forward-looking statements include, but are not limited to, statements regarding: the Company’s Exchange Offer and Consent Solicitation relating to its Existing Convertible Notes, including the timing and anticipated benefits thereof; and the Company’s ability to consummate the Exchange Offer. The inclusion of forward-looking statements should not be regarded as a representation by Gossamer that any of its plans will be achieved. Actual results may differ from those set forth in this press release due to the risks and uncertainties inherent in Gossamer’s business, including, without limitation: the Company may not be able to complete the Exchange Offer on the anticipated timeline or at all, and the Company may not realize the anticipated benefits therefrom; and other risks described in the Company’s prior press releases and the Company’s filings with the Securities and Exchange Commission (SEC), including under the heading “Risk Factors” in the Company’s annual report on Form 10-K and any subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and Gossamer undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
For Investors and Media:
Bryan Giraudo, Chief Financial Officer & Chief Operating Officer
Gossamer Bio Investor Relations
ir@gossamerbio.com
FAQ
What did Gossamer Bio (GOSS) announce about its convertible notes exchange?
Gossamer Bio completed early settlement of an exchange offer, cancelling $181,052,000 of its 5.00% Convertible Senior Notes due 2027. In return, it issued new 7.50% secured convertible notes due 2030, plus common shares, prefunded warrants, and purchase warrants to participating noteholders.
How many existing Gossamer Bio convertible notes remain after the early settlement?
After cancelling the early tendered notes, $18,948,000 aggregate principal amount of Gossamer Bio’s 5.00% Convertible Senior Notes due 2027 remain outstanding. Holders of these remaining notes can still participate until the exchange offer’s expiration deadline of June 16, 2026, if conditions are met.
What new securities did Gossamer Bio issue in the exchange offer?
In the early settlement, Gossamer Bio issued $65,174,000 of new 7.50% Convertible Senior Secured First Lien Notes due 2030, 254,150,441 new common shares, 33,402,727 prefunded warrants, and 135,789,000 purchase warrants in exchange for $181,052,000 principal of its existing 2027 convertible notes.
What are the key terms of Gossamer Bio’s new 7.50% convertible notes?
The new notes bear 7.50% annual cash interest, paid semi-annually, and mature on July 1, 2030. They are first-lien secured obligations with a potential springing maturity to March 2, 2027 if more than $4.0 million of old convertible notes remain outstanding at that time.
How much potential dilution could result from Gossamer Bio’s new securities?
Initially, up to 498,389,410 shares may be issued on conversion of the new notes, 135,789,000 on exercise of purchase warrants, and 33,402,727 on exercise of prefunded warrants. These figures are subject to customary anti-dilution adjustments described in the transaction documents.
What liquidity covenant is included in Gossamer Bio’s new notes indenture?
The indenture requires Gossamer Bio to maintain at least $40 million of liquidity, tested monthly starting with the fiscal month ending June 30, 2026. This threshold can fall to $20 million, $10 million, and eventually $0 if specified equity raise and FDA new drug application conditions are satisfied.