Gossamer Bio (NASDAQ: GOSS) adds Series A-1 preferred for private deal
Rhea-AI Filing Summary
Gossamer Bio, Inc. (GOSS) reported that on August 24, 2026 it amended its amended and restated certificate of incorporation in connection with the closing of a previously announced private placement. The company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A-1 Convertible Preferred Stock with the Delaware Secretary of State, formally creating this preferred stock series.
The rights and preferences of the Series A-1 Convertible Preferred Stock are described in a prior report under Item 1.01 filed on August 21, 2026 and are further detailed in the Certificate of Designation attached as Exhibit 3.1 to this report.
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8-K Event Classification
3 items: 1.01, 5.03, 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 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Terms
Certificate of Designation, Series A-1 Convertible Preferred Stock, amended and restated certificate of incorporation
3 terms
Certificate of Designation regulatory
"the previously disclosed Certificate of Designation of Preferences, Rights and Limitations"
A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.
Series A-1 Convertible Preferred Stock financial
"Series A-1 Convertible Preferred Stock of the Company (the “Series A-1 Certificate"
A Series A-1 convertible preferred stock is a specific class of ownership that gives its holders priority over common shareholders for payments if a company is sold or shuts down, and typically pays a set dividend or return. It can be exchanged for ordinary shares under agreed terms, which can change ownership percentages and voting power. Investors watch these terms because they affect how much protection, income, and potential upside or dilution their stake carries—think of it as a special ticket that gets paid first and can be swapped for regular tickets.
amended and restated certificate of incorporation regulatory
"amended its amended and restated certificate of incorporation by filing"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
FAQ
What did GOSS (Gossamer Bio, Inc.) change in its corporate documents?
Gossamer Bio, Inc. amended its amended and restated certificate of incorporation on August 24, 2026, by filing a Certificate of Designation that establishes the terms of its Series A-1 Convertible Preferred Stock with the Delaware Secretary of State.
Why did GOSS amend its certificate of incorporation on August 24, 2026?
The amendment was made in connection with the closing of a previously announced private placement. To support that transaction, Gossamer Bio filed a Certificate of Designation setting out the preferences, rights, and limitations of its Series A-1 Convertible Preferred Stock.
What new security did GOSS establish in this 8-K filing?
Gossamer Bio established a series of preferred stock called Series A-1 Convertible Preferred Stock. Its preferences, rights, and limitations are defined in the Certificate of Designation filed as Exhibit 3.1 and described in a prior report filed on August 21, 2026.
Where can investors find the detailed rights of the GOSS Series A-1 Convertible Preferred Stock?
The detailed rights are described in Item 1.01 of a report filed on August 21, 2026 and are qualified in their entirety by the Certificate of Designation, which is attached to this report as Exhibit 3.1.
Does this GOSS 8-K include financial statements or earnings data?
No. This report focuses on the amendment to the certificate of incorporation and the filing of the Series A-1 Convertible Preferred Stock Certificate of Designation. It lists no financial statements or earnings figures.
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