Gossamer Bio (NASDAQ: GOSS) sets note conversion rate and warrant exercise price
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Gossamer Bio, Inc. filed an 8-K to share the finalized conversion and warrant terms for its 7.50% Convertible Senior Secured First Lien Notes due 2030. Each $1,000 principal amount of these notes will initially convert into 5,347.5936 shares of common stock, implying a conversion price of about $0.19 per share. The company also set the initial exercise price of related Purchase Warrants at $0.34 per whole share. These figures were derived from a $0.17 Reference Price calculated over a seven trading-day period beginning on June 22, 2026.
Positive
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8-K Event Classification
2 items: 7.01, 9.01
2 items
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
Conversion rate: 5,347.5936 shares per $1,000
Conversion price: $0.19 per share
Warrant exercise price: $0.34 per share
+2 more
5 metrics
Conversion rate
5,347.5936 shares per $1,000
Initial rate for 7.50% Convertible Notes due 2030
Conversion price
$0.19 per share
Implied by initial conversion rate
Warrant exercise price
$0.34 per share
Initial exercise price for Purchase Warrants
Reference Price
$0.17
Based on seven trading days from June 22, 2026
Coupon rate
7.50%
Interest rate on Convertible Senior Secured First Lien Notes due 2030
Key Terms
Convertible Senior Secured First Lien Notes, Purchase Warrants, Reference Price, Regulation FD Disclosure, +1 more
5 terms
Convertible Senior Secured First Lien Notes financial
"initial conversion rate for its 7.50% Convertible Senior Secured First Lien Notes due 2030"
A convertible senior secured first lien note is a loan-like security that gives the holder two main features: it is backed by specific company assets (secured) and has the top priority claim on those assets if the company fails (first lien and senior), and it can be converted into the company’s stock under agreed terms (convertible). For investors this means lower default risk than unsecured debt plus potential upside if the stock rises, while the conversion feature can dilute equity holders if exercised.
Purchase Warrants financial
"initial exercise price of its warrants to purchase shares of 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.
Reference Price financial
"The “Reference Price,” which was calculated over a seven trading-day period"
A reference price is a single benchmark price set by an exchange or market system that serves as the starting point for trading measures such as opening auctions, daily price limits, or short-term comparisons. For investors it matters because it anchors how gains, losses and allowable price movement are calculated—like a tide level that tells you how far the market can legally or normally move from that starting point—so it affects order execution and risk management.
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure."
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
pulmonary arterial hypertension medical
"development and commercialization of 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.
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 1, 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. ☐
Item 7.01 Regulation FD Disclosure.
On July 1, 2026, Gossamer Bio, Inc. (“Gossamer” or the “Company”) issued a press release announcing that the initial conversion rate for its 7.50% Convertible Senior Secured First Lien Notes due 2030 (the “2030 Convertible Notes”) will be 5,347.5936 shares of the Company’s common stock per $1,000 principal amount of the 2030 Convertible Notes, which represents a conversion price of approximately $0.19 per share of common stock, and the initial exercise price of its warrants to purchase shares of common stock (the “Purchase Warrants”) will be $0.34 per whole share of its common stock. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 99.1 | Press release of Gossamer Bio, Inc. dated July 1, 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: July 1, 2026 | By: | /s/ Christian Waage | |||||||||
| Christian Waage | |||||||||||
| Executive Vice President and General Counsel | |||||||||||
Exhibit 99.1
Gossamer Bio, Inc. Announces Determination of Conversion Rate for 7.50% Convertible Senior Secured First Lien Notes due 2030 and Exercise Price for Purchase Warrants
San Diego, California. (July 1, 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 that the initial conversion rate for its 7.50% Convertible Senior Secured First Lien Notes due 2030 (the “2030 Convertible Notes”) will be 5,347.5936 shares of the Company’s common stock per $1,000 principal amount of the 2030 Convertible Notes, which represents a conversion price of approximately $0.19 per share of common stock, and the initial exercise price of its warrants to purchase shares of common stock (the “Purchase Warrants”) will be $0.34 per whole share of its common stock.
The “Reference Price,” which was calculated over a seven trading-day period beginning on June 22, 2026 in accordance with the terms of the 2030 Convertible Notes and Purchase Warrants, was determined to be $0.17. The initial conversion rate applicable to the 2030 Convertible Notes was calculated as the lesser of (i) 5,347.5936 and (ii) 1,000 divided by 110% of the Reference Price. The initial exercise price applicable to the Purchase Warrants was calculated as the greater of (i) $0.34 and (ii) 125% of the Reference Price.
This press release is for informational purposes only and does not constitute an offer to sell, or the solicitation of an offer to buy, any securities referred to in this press release.
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.
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 in this 8-K filing?
Gossamer Bio announced the initial conversion rate for its 7.50% Convertible Senior Secured First Lien Notes due 2030 and the initial exercise price for related Purchase Warrants, detailing how noteholders may convert debt into common stock and exercise warrants.
What is the conversion rate for Gossamer Bio’s 2030 Convertible Notes?
Each $1,000 principal amount of Gossamer Bio’s 7.50% 2030 Convertible Notes initially converts into 5,347.5936 shares of common stock, which corresponds to an approximate conversion price of $0.19 per share as disclosed in the company’s announcement.
What is the initial exercise price of Gossamer Bio (GOSS) Purchase Warrants?
The initial exercise price of Gossamer Bio’s Purchase Warrants is $0.34 per whole share of common stock. This means warrant holders must pay $0.34 to buy each share when exercising these warrants under the disclosed terms.
How was the Reference Price for Gossamer Bio’s notes and warrants determined?
The Reference Price was calculated as $0.17, based on a seven trading-day period beginning June 22, 2026. This Reference Price was used to set both the conversion rate of the 2030 Convertible Notes and the initial exercise price of the Purchase Warrants.
How were the 2030 Convertible Notes’ conversion terms calculated for Gossamer Bio?
The initial conversion rate was defined as the lesser of 5,347.5936 shares or 1,000 divided by 110% of the $0.17 Reference Price. This formula produced the final 5,347.5936 shares per $1,000 principal amount disclosed by Gossamer Bio.
How was the Purchase Warrants’ exercise price set for Gossamer Bio (GOSS)?
The initial Purchase Warrant exercise price was set as the greater of $0.34 or 125% of the $0.17 Reference Price. Applying this formula resulted in an initial exercise price of $0.34 per whole share of Gossamer Bio common stock.