Gossamer Bio adds Ciongoli to board, audit panel
Gossamer Bio, Inc. (GOSS) reported that its Board appointed Gregory A. Ciongoli as a Class III director, effective September 16, 2026, with a term running until the 2027 annual meeting of stockholders.
Rhea-AI Filing Summary
Gossamer Bio, Inc. (GOSS) reported that its Board appointed Gregory A. Ciongoli as a Class III director, effective September 16, 2026, with a term running until the 2027 annual meeting of stockholders. He will also serve on the Audit Committee and has been determined to be an independent director under Nasdaq Global Select Market rules.
Under the non-employee director compensation program, he will receive an annual cash retainer of $40,000 for Board service and $7,500 for Audit Committee service, plus equity compensation to be determined at a future date. Ciongoli is Founder and Managing Partner of Adiumentum Capital Management and previously was a Partner at the Baupost Group, and he sits on several other biopharmaceutical boards.
The company notes that Ciongoli was a purchaser in Gossamer’s 2026 private placement, holding or agreeing to purchase pre-funded and FDA approval warrants tied to preferred stock that are exercisable, following stockholder approval, for approximately 22,337, 111,687, and 66,845 shares of common stock, respectively. These figures reflect Gossamer’s 1-for-80 reverse stock split effectuated on September 10, 2026.
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8-K Event Classification
3 items: 1.01, 5.02, 9.01
3 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 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 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Annual Board cash retainer: $40,000
Annual Audit Committee retainer: $7,500
Initial closing pre-funded warrant shares: 22,337 shares of common stock
+5 more
8 metrics
Annual Board cash retainer
$40,000
Annual cash retainer for Gregory Ciongoli’s service on the Board as a non-employee director
Annual Audit Committee retainer
$7,500
Annual cash retainer for Gregory Ciongoli’s service on the Audit Committee
Initial closing pre-funded warrant shares
22,337 shares of common stock
Common shares issuable upon exercise of initial closing pre-funded warrants after stockholder approval
Second closing pre-funded warrant shares
111,687 shares of common stock
Common shares issuable upon exercise of second closing pre-funded warrants, assuming $11.192 purchase price
FDA approval warrant shares
66,845 shares of common stock
Common shares issuable upon exercise of FDA approval warrants or related pre-funded warrants after stockholder approval
Reverse stock split ratio
1-for-80
Reverse stock split effectuated by Gossamer Bio on September 10, 2026
Series A-1 preferred shares underlying initial warrants
250 shares
Maximum Series A-1 preferred shares exercisable prior to stockholder approval
Series A-2 preferred shares underlying second warrants
1,250 shares
Maximum Series A-2 preferred shares exercisable prior to stockholder approval
Key Terms
pre-funded warrants, FDA approval warrants, reverse stock split, pulmonary arterial hypertension, +2 more
6 terms
pre-funded warrants financial
"purchased initial closing pre-funded warrants exercisable for"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
FDA approval warrants financial
"has agreed to purchase FDA approval warrants exercisable for"
reverse stock split financial
"take into account the Company’s 1-for-80 reverse stock split effectuated"
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.
pulmonary arterial hypertension medical
"seralutinib for the treatment of pulmonary arterial hypertension (PAH)"
Pulmonary arterial hypertension is a progressive medical condition in which the arteries that carry blood from the heart to the lungs become narrowed or stiff, causing high pressure in the lung circulation and extra strain on the heart — like a pump working against clogged pipes. For investors, it matters because the condition defines the need, market size, clinical trial design, regulatory hurdles and potential revenue or risk for companies developing drugs, devices or diagnostics to treat or manage it.
pulmonary hypertension associated with interstitial lung disease medical
"pulmonary hypertension associated with interstitial lung disease (PH-ILD)"
High blood pressure in the vessels of the lungs that develops because the lung tissue has become scarred or inflamed; think of the heart trying to push blood through lungs whose tiny pipes have narrowed or stiffened. It matters to investors because this combined condition creates a clear medical need that can drive demand for new drugs, devices and tests, influence the outcome of clinical trials and regulatory decisions, and affect costs and revenues across healthcare companies.
independent director regulatory
"The Board has determined that Mr. Ciongoli is an independent director"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Gossamer Bio (GOSS) announce regarding its Board of Directors?
Gossamer Bio announced that Gregory A. Ciongoli was appointed as a Class III director, effective September 16, 2026, with an initial term expiring at the company’s 2027 annual meeting of stockholders. He will also serve as a member of the Audit Committee.
How will new director Gregory Ciongoli be compensated by Gossamer Bio (GOSS)?
Under Gossamer Bio’s non-employee director compensation program, Gregory Ciongoli will receive an annual cash retainer of $40,000 for Board service and $7,500 for Audit Committee service. He will also receive equity compensation, with the timing and amount to be determined later by the Board.
Is Gregory Ciongoli considered an independent director at Gossamer Bio (GOSS)?
Yes. The Board determined that Gregory Ciongoli is an independent director in accordance with the listing requirements of the Nasdaq Global Select Market. This classification is based on applicable independence standards referenced in the disclosure.
What prior investment has Gregory Ciongoli made in Gossamer Bio (GOSS)?
Gregory Ciongoli participated in Gossamer Bio’s 2026 PIPE financing. He purchased and agreed to purchase pre-funded and FDA approval warrants that are exercisable, after stockholder approval, for approximately 22,337, 111,687, and 66,845 shares of common stock, respectively, reflecting the 1-for-80 reverse stock split.
What is the significance of the 1-for-80 reverse stock split mentioned by Gossamer Bio (GOSS)?
Gossamer Bio states that the warrant-related share amounts for Gregory Ciongoli take into account a 1-for-80 reverse stock split effectuated on September 10, 2026. This means all referenced warrant share numbers are already adjusted to the post-split common stock basis.
What is Gossamer Bio (GOSS) currently focused on developing?
Gossamer Bio describes itself as a clinical-stage biopharmaceutical company focused on the development and commercialization of seralutinib for the treatment of pulmonary arterial hypertension and pulmonary hypertension associated with interstitial lung disease.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): September 16, 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:
| 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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 16, 2026, upon the recommendation of the Nominating and Corporate Governance Committee, pursuant to the amended and restated bylaws of Gossamer Bio, Inc. (the “Company”), the Board of Directors (the “Board”) of the Company appointed Gregory A. Ciongoli to serve as a Class III director, effective September 16, 2026, with an initial term expiring at the Company’s 2027 annual meeting of stockholders. The Board also appointed Mr. Ciongoli as a member of the Audit Committee.
Mr. Ciongoli, age 51, has served as the Founder and Managing Partner of Adiumentum Capital Management, a Boston-based investment firm, since April 2024. Prior to Adiumentum, he was a Partner at the Baupost Group from 2007 to 2024, where he worked on a broad range of public and private equity investments. Mr. Ciongoli has served on the boards of directors of REGENXBIO Inc. since August 2026, Zymeworks, Inc. since August 2025 and Atara Biotherapeutics, Inc. since September 2024, having served as chair of the Board of Atara since September 2025. Mr. Ciongoli is also actively involved in a number of local not-for-profit organizations. Mr. Ciongoli graduated from Princeton University with an A.B. and received his M.B.A. from Harvard Business School.
Pursuant to the Company’s non-employee director compensation program, Mr. Ciongoli (i) will receive an annual cash retainer of $40,000 for service on the Board and (ii) an annual cash retainer of $7,500 for service on the Audit Committee. In addition, Mr. Ciongoli will be entitled to equity compensation specified in the Company’s non-employee director compensation program, although the Board determined that a standard initial award to Mr. Ciongoli will be made at a future date, and in a future amount, to be determined by the Board. Mr. Ciongoli has also entered into the Company’s standard form of Indemnification Agreement, the form of which was filed as Exhibit 10.14 to the Company's Form S-1, filed with the SEC on December 21, 2018, and incorporated herein by reference.
There is no arrangement or understanding between Mr. Ciongoli and any other person pursuant to which Mr. Ciongoli was appointed as a director. The Board has determined that Mr. Ciongoli is an independent director in accordance with the listing requirements of the Nasdaq Global Select Market.
As previously announced, on August 24, 2026, the Company held the initial closing of a private placement transaction (the “2026 PIPE”), pursuant to which Mr. Ciongoli was a purchaser under that certain Securities Purchase Agreement, dated August 20, 2026, by and among the Company and the purchasers named therein. Mr. Ciongoli (i) purchased initial closing pre-funded warrants exercisable for (a) prior to obtaining stockholder approval, up to 250 shares of Series A-1 preferred stock or (b) following the receipt of stockholder approval, approximately 22,337 shares of common stock, (ii) has agreed to purchase second closing pre-funded warrants exercisable for (a) prior to obtaining stockholder approval, up to 1,250 shares of Series A-2 preferred stock or (b) following the receipt of stockholder approval, approximately 111,687 shares of common stock (assuming a purchase price per second closing pre-funded warrant of $11.192; provided that such number will be increased if the purchase price per second closing pre-funded warrant is less than $11.192) and (iii) has agreed to purchase FDA approval warrants exercisable for (a) prior to obtaining stockholder approval, up to 1,000 shares of Series A-3 preferred stock or (b) following the receipt of stockholder approval, approximately 66,845 shares of common stock (or in lieu thereof, FDA approval warrant pre-funded warrants). The numbers set forth above take into account the Company’s 1-for-80 reverse stock split effectuated on September 10, 2026.
The description of the 2026 PIPE and the securities issued or issuable in connection therewith in Item 1.01 of the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on August 21, 2026 is incorporated herein by reference.
On September 16, 2026, the Company issued a press release announcing Mr. Ciongoli’s appointment to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No | Description | |||||||
| 99.1 | Press Release dated September 16, 2026. | |||||||
| 104 | Cover Page Interactive Data File (embedded within 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: September 16, 2026 | By: | /s/ Christian Waage | |||||||||
| Christian Waage | |||||||||||
| Executive Vice President and General Counsel | |||||||||||
Exhibit 99.1
Gossamer Bio Appoints Greg Ciongoli to Board of Directors
SAN DIEGO — (BUSINESS WIRE) — September 16, 2026 — Gossamer Bio, Inc. (Nasdaq: GOSS), a clinical-stage 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 that Greg Ciongoli has been appointed to the Company's Board of Directors, effective September 16, 2026. Mr. Ciongoli will also serve as a member of the Audit Committee.
Mr. Ciongoli has served as the Founder and Managing Partner of Adiumentum Capital Management, a Boston-based investment firm, since April 2024. Prior to Adiumentum, he was a Partner at the Baupost Group, where he worked on a broad range of public and private equity investments. Mr. Ciongoli also serves on the boards of directors of REGENXBIO Inc., Zymeworks, Inc. and Atara Biotherapeutics, Inc. He is actively involved in a number of local not-for-profit organizations. Mr. Ciongoli graduated from Princeton University with an A.B. and received his M.B.A. from Harvard Business School.
“We are pleased to welcome Greg to our Board,” said Faheem Hasnain, Chairman, Co-Founder and Chief Executive Officer of Gossamer Bio. “His deep investment experience and perspective on value creation will be an asset as we advance seralutinib toward a potential FDA approval and work to bring a new treatment option to patients with pulmonary hypertension.”
“I am excited to join the Gossamer Bio Board at such an important time for the Company,” said Mr. Ciongoli. “Seralutinib represents a compelling opportunity to address a serious unmet need, and I look forward to supporting the team as it advances the program.”
About Gossamer Bio
Gossamer Bio is a biopharmaceutical company focused on the development and commercialization of seralutinib for the treatment of pulmonary arterial hypertension and pulmonary hypertension associated with interstitial lung disease. Its goal is to be an industry leader in, and to enhance the lives of patients living with, pulmonary hypertension.
Forward-Looking Statements
Gossamer 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 statements include, but are not limited to, statements regarding advancing seralutinib toward a potential FDA approval and working to bring a new treatment option to patients with pulmonary hypertension. 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, 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. 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