Gossamer Bio gets Nasdaq bid-price deficiency notice

Gossamer Bio, Inc. received a notice from Nasdaq that its common stock failed to meet the $1.00 minimum bid price requirement for 30 consecutive business days from February 24 through April 7, 2026.

Rhea-AI Filing Summary

Gossamer Bio, Inc. received a notice from Nasdaq that its common stock failed to meet the $1.00 minimum bid price requirement for 30 consecutive business days from February 24 through April 7, 2026. This puts its listing on the Nasdaq Global Select Market at risk.

The company has 180 days, until October 5, 2026, to regain compliance by having its closing bid at or above $1.00 for at least ten consecutive business days. If it still does not comply, it may seek an additional 180-day period by transferring to the Nasdaq Capital Market and potentially taking actions such as a reverse stock split. The company plans to monitor its share price and evaluate options, but there is no assurance it will maintain its Nasdaq listing.

Positive

• None.

Negative

• Nasdaq bid-price deficiency and delisting risk: Gossamer Bio’s shares traded below the $1.00 minimum bid for 30 consecutive business days, triggering a Nasdaq notice and starting a 180-day window before potential delisting or forced actions such as a market transfer or reverse split.

Insights

Equity markets and listing standards analyst

Nasdaq bid-price deficiency heightens listing risk for Gossamer Bio.

Gossamer Bio has fallen below Nasdaq’s $1.00 minimum bid price for 30 consecutive business days, triggering a formal deficiency notice. The company now faces a defined compliance window with clear quantitative hurdles tied to its share price performance.

The firm has until October 5, 2026 to achieve a closing bid of at least $1.00 for ten consecutive business days. Failing that, it could seek another 180 days by moving to the Nasdaq Capital Market and meeting other listing standards, potentially using tools like a reverse stock split.

The notice introduces uncertainty around the company’s future exchange listing. Actual impact on shareholders will depend on whether the stock price recovers or whether actions such as a market transfer or reverse split are implemented and accepted by Nasdaq.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Minimum bid price requirement: $1.00 per share Deficiency measurement period: 30 consecutive business days Initial compliance period: 180 calendar days +2 more

5 metrics

Minimum bid price requirement $1.00 per share Nasdaq Listing Rule 5450(a)(1) minimum bid for continued listing

Deficiency measurement period 30 consecutive business days From February 24, 2026 through April 7, 2026 below $1.00

Initial compliance period 180 calendar days Until October 5, 2026 under Nasdaq Compliance Period Rule 5810(c)(3)(A)

Compliance trading requirement 10 consecutive business days Closing bid at or above $1.00 before the Compliance Date

Potential additional compliance period 180 calendar days Available if transferred to Nasdaq Capital Market and other standards met

Key Terms

Minimum Bid Price Requirement, Nasdaq Global Select Market, Compliance Period Rule, Nasdaq Capital Market, +2 more

6 terms

Minimum Bid Price Requirement financial

"had not maintained a minimum bid price of $1.00 per share, required for continued listing..."

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

Nasdaq Global Select Market financial

"required for continued listing on the Nasdaq Global Select Market pursuant to Nasdaq Listing Rule 5450(a)(1)"

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.

Compliance Period Rule regulatory

"In accordance with Nasdaq Listing Rule 5810(c)(3)(A) (the “Compliance Period Rule”)"

Nasdaq Capital Market financial

"the Company would be required to transfer its listing to the Nasdaq Capital Market and meet the continued listing requirement"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

reverse stock split financial

"such as by effecting a reverse stock split, if necessary"

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.

delisting regulatory

"its Common Stock will be subject to delisting. At that time, the Company may appeal"

Delisting occurs when a company's stock is removed from a stock exchange and is no longer available for trading there. This can happen voluntarily or because the company no longer meets the exchange's requirements. For investors, delisting means they can no longer buy or sell shares of that company on the exchange, which may make it more difficult to sell their investments or affect the stock's value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Nasdaq notice did Gossamer Bio (GOSS) receive about its stock?

Gossamer Bio received a Nasdaq notice that its common stock failed to maintain the required $1.00 minimum bid price for 30 consecutive business days. This deficiency places its Nasdaq Global Select Market listing at risk if compliance is not regained within the allowed period.

How long does Gossamer Bio (GOSS) have to regain Nasdaq bid-price compliance?

Gossamer Bio has 180 calendar days, until October 5, 2026, to regain compliance. Its stock must close at or above $1.00 per share for at least ten consecutive business days within this period to satisfy Nasdaq’s minimum bid price requirement.

What happens if Gossamer Bio (GOSS) does not meet the $1.00 bid requirement by October 5, 2026?

If Gossamer Bio does not regain compliance by October 5, 2026, it may qualify for another 180-day period by transferring to the Nasdaq Capital Market, meeting that market’s listing standards, and formally notifying Nasdaq of its plan to cure the deficiency.

Could Gossamer Bio (GOSS) be delisted from Nasdaq because of this notice?

Yes. If Gossamer Bio ultimately cannot meet Nasdaq listing standards, the Staff may notify the company that its common stock is subject to delisting. The company would then have the right to appeal to a Nasdaq Hearing Panel, but success is not assured.

What options might Gossamer Bio (GOSS) consider to regain Nasdaq compliance?

The company intends to monitor its closing bid price and may consider options such as a reverse stock split to raise its per-share price. Any such actions would aim to meet the minimum bid requirement but are not guaranteed to succeed.

Does Nasdaq’s minimum bid price notice immediately remove Gossamer Bio (GOSS) from listing?

No. The notice does not immediately delist Gossamer Bio’s shares from the Nasdaq Global Select Market. Instead, it starts a defined compliance period, during which the company can attempt to restore its stock price to required levels.

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

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Accepted by SEC EDGAR 04/09/2026 - 04:01 PM Learn about SEC filing dates

0001728117FALSE00017281172026-04-082026-04-08

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): April 8, 2026

GOSSAMER BIO, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-38796			47-5461709
(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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 8, 2026, Gossamer Bio, Inc. (the “Company”) received a written notice from the staff (the “Staff”) of the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”), notifying the Company that, for the 30 consecutive business day period between February 24, 2026 through April 7, 2026, the Company’s common stock, $0.0001 par value per share (the “Common Stock”), had not maintained a minimum bid price of $1.00 per share, required for continued listing on the Nasdaq Global Select Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”). Nasdaq’s written notice does not result in the immediate delisting of the Common Stock from the Nasdaq Global Market.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A) (the “Compliance Period Rule”), the Company has 180 calendar days, or until October 5, 2026 (the “Compliance Date”), to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price for the Common Stock must be at least $1.00 per share for a minimum of ten consecutive business days before the Compliance Date.

If the Company does not regain compliance with the Minimum Bid Price Requirement by the Compliance Date, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company would be required to transfer its listing to the Nasdaq Capital Market and meet the continued listing requirement for the market value of publicly held shares and all other applicable initial listing standards for the Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and would need to provide written notice to Nasdaq of its intention to cure the deficiency during the additional 180-day compliance period, such as by effecting a reverse stock split, if necessary. As part of its review process, the Staff will make a determination of whether it believes the Company will be able to cure this deficiency. If it appears to the Staff that the Company will not be able to cure the deficiency or if the Company does not meet the other listing standards, then the Staff will provide written notice to the Company that its Common Stock will be subject to delisting. At that time, the Company may appeal the Staff’s delisting determination to a Nasdaq Hearing Panel. There can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination by the Staff to the Hearing Panel, such appeal would be successful.

The Company intends to monitor the closing bid price of its Common Stock and may, if appropriate, consider available options to regain compliance with the Minimum Bid Price Requirement. However, the Company may not regain compliance with such requirement.

2

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: April 9, 2026						By:			/s/ Christian Waage
									Christian Waage
									Executive Vice President, Technical Operations & Administration

3

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