Every 8-K that Gossamer Bio (GOSS) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow GOSS and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full GOSS filings page.
Gossamer Bio, Inc. (GOSS) reports that its Board of Directors approved an amendment and restatement of the company’s bylaws, effective September 3, 2026. The Amended and Restated Bylaws reduce the stockholder meeting quorum requirement from holders of a majority to holders of one third (1/3) in voting power of the company’s capital stock issued and outstanding and entitled to vote, present in person, by remote communication if applicable, or represented by proxy, unless a higher threshold is required by law, the certificate of incorporation, or the bylaws.
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.
Gossamer Bio, Inc. (GOSS) entered into a structured private placement with institutional and insider purchasers, involving pre-funded warrants, FDA Approval Warrants and non‑voting convertible preferred stock in three stages. The initial closing is expected to raise $25 million through pre-funded warrants priced at $0.1399 each.
A committed second closing upon FDA acceptance of the seralutinib NDA in PAH in 2026 is expected to raise an additional $125 million, with warrant pricing tied to market VWAP. FDA Approval Warrants, exercisable only after FDA approval, could provide up to a further $100 million in proceeds.
The financing uses Series A‑1, A‑2 and A‑3 preferred stock, each with a $1,000 stated value, conversion prices aligned to approximately $0.14–$0.187 per common share, pre‑closing liquidation preferences of 4x stated value, and strict beneficial ownership caps up to 19.99%. Gossamer plans to use the funds, together with existing cash, to advance and potentially commercialize seralutinib in PAH and PH‑ILD and expects the initial and committed capital to fund operations into 2028, subject to achieving regulatory and stockholder approval milestones.
Gossamer Bio reported second-quarter 2026 results and a major strategic refocus around seralutinib. Revenue from its Chiesi collaboration was $9.2 million, down from $11.5 million a year earlier, while research and development expenses fell to $26.4 million from $41.6 million. Net income was $16.9 million, compared with a net loss of $38.3 million in 2025, driven largely by a $43.8 million gain on debt extinguishment and remeasurement gains.
Cash, cash equivalents and marketable securities totaled $57.0 million as of June 30, 2026, which the company expects will fund operations into the first quarter of 2027. Gossamer exchanged $181.1 million of its 5.00% 2027 convertible notes for new 7.50% secured notes and equity, reducing debt principal by $115.9 million. It also reacquired worldwide rights to seralutinib from Chiesi, receiving a $5 million payment and retaining the substantial majority of global economics, and plans an NDA submission for seralutinib in PAH in September 2026 following a Pre‑NDA Type B FDA meeting.
Gossamer Bio entered a Rights Reacquisition Agreement with Chiesi to terminate their prior collaboration and license and to reacquire worldwide development and commercial rights to seralutinib, including for PAH and PH-ILD. Chiesi will pay Gossamer $5 million, while Gossamer owes capped royalties on net sales and success-based milestones tied to seralutinib.
After a mid‑June Pre‑NDA Type B FDA meeting, Gossamer plans a seralutinib NDA submission for PAH in September 2026, supported by the PROSERA Phase 3 study plus confirmatory evidence; if accepted, an FDA decision could come in the third quarter of 2027. Stockholders approved proposals related to an exchange of 5.00% Convertible Senior Notes due 2027 and authorized a reverse stock split. The company exchanged about $181.1 million (90.5%) of its $200.0 million 2027 notes for $65.2 million of new 7.50% notes due 2030 and related equity, reducing debt principal by approximately $115.9 million. Gossamer estimates cash, cash equivalents and marketable securities of approximately $57.0 million as of June 30, 2026.
Gossamer Bio, Inc. obtained stockholder approval at a July 14, 2026 special meeting for several major capital structure actions. Holders approved, under Nasdaq Listing Rule 5635(d), the potential issuance of Common Stock upon conversion of up to $72.0 million in aggregate principal amount of newly issued 7.50% Convertible Senior Secured First Lien Notes due 2030, related make-whole payments in stock, and the exercise of 135,789,000 newly issued Purchase Warrants, which together could exceed 20% of shares outstanding before the Exchange Offer.
Stockholders also approved an amended and restated 2019 Incentive Award Plan, increasing the shares available for equity compensation, and a Charter amendment raising authorized Common Stock from 700,000,000 to 4,000,000,000 to support potential issuances under the notes, warrants and plan. In addition, they approved 30 alternate Charter amendments to permit a reverse stock split of outstanding Common Stock and a proportionate reduction in authorized Common Stock and total authorized capital stock.
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.
Gossamer Bio announced the final results of its exchange offer for its 5.00% Convertible Senior Notes due 2027. Holders tendered $181,052,000 in aggregate principal amount of these notes, leaving $18,948,000 outstanding after the transaction.
Tendering holders received a pro rata mix of up to $72.0 million of new 7.50% Convertible Senior Secured First Lien Notes due 2030, up to 317,647,058 common shares or prefunded warrants, and, for early tendering eligible holders, additional warrants. Following early settlement on June 4, 2026, Gossamer entered into a supplemental indenture that eliminated substantially all restrictive covenants and certain events of default in the prior indenture for the exchanged notes.
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.
Gossamer Bio, Inc. reported the results of its annual stockholder meeting. Stockholders re-elected Class II directors Faheem Hasnain and Russell Cox to three-year terms expiring at the 2029 annual meeting. Hasnain received 92,301,637 votes for and Cox received 88,975,980 votes for, with substantial broker non-votes recorded for each.
Stockholders also ratified the selection of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 163,185,993 votes for. In an advisory vote, stockholders approved the compensation of the company’s named executive officers, with 111,286,550 votes for and 7,545,502 against.
Gossamer Bio reported that it has extended the early tender date for its ongoing exchange offer and consent solicitation for its 5.00% Convertible Senior Notes due 2027 to 5:00 p.m. New York City time on June 2, 2026. The exchange offer would swap these existing notes for a mix of up to $72.0 million in new 7.50% Convertible Senior Secured First Lien Notes due 2030, up to 317,647,058 shares of common stock or prefunded warrants, and, for holders who tender by the extended early tender date, additional purchase warrants. As of 5:00 p.m. on June 1, 2026, holders had validly tendered $181,052,000 in principal amount of the existing notes, toward a minimum condition that 98% of the notes be tendered. The expected early settlement date is June 4, 2026, with the final expiration scheduled for June 16, 2026 and a currently expected final settlement on June 18, 2026, if all conditions are satisfied or waived.
Gossamer Bio launched a major debt exchange and reported first-quarter 2026 results while advancing its lead PAH drug seralutinib toward a potential FDA filing. The company is offering to swap its $200 million 5.00% convertible notes due 2027 into a mix of new 7.50% secured convertible notes due 2030, up to 317.6 million shares or prefunded warrants, and up to 150 million purchase warrants, targeting at least 98% noteholder participation and backed by holders of about 75.2% of the notes. Management expects this could cut convertible debt outstanding to $72 million and extend maturities. Separately, Gossamer secured an in-person Pre-NDA Type B FDA meeting in mid-June and plans a September 2026 NDA submission for seralutinib in PAH, with potential approval in the third quarter of 2027. For the quarter ended March 31, 2026, revenue from its Chiesi collaboration was $17.0 million, R&D expenses were $43.1 million, G&A was $18.7 million, and net loss was $46.7 million on $99.2 million of cash, cash equivalents and marketable securities, which it expects to fund operations into the first quarter of 2027.
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.
Gossamer Bio reported widening losses and a setback in its lead pulmonary hypertension program. For 2025, total revenue was $48.5 million, down from $114.7 million in 2024, while net loss increased to $170.4 million, or $0.75 per share.
The Phase 3 PROSERA trial of seralutinib in pulmonary arterial hypertension narrowly missed its prespecified statistical threshold on the primary endpoint, though several subgroup and secondary measures favored seralutinib. The company paused enrollment in the Phase 3 SERANATA study and implemented a workforce reduction to align spending.
Cash, cash equivalents and marketable securities were $136.9 million at December 31, 2025, and Gossamer expects this to fund operations into the first quarter of 2027. The balance sheet showed total stockholders’ equity turning negative, at -$122.8 million, reflecting accumulated losses.
Gossamer Bio reported topline Phase 3 PROSERA results for seralutinib in pulmonary arterial hypertension. The trial did not meet its primary endpoint, with a Hodges‑Lehmann placebo‑adjusted improvement in six‑minute walk distance of 13.3 meters at Week 24 and a p‑value of 0.0320 versus a prespecified α of 0.025.
All four key secondary endpoints, including NT‑proBNP reduction, clinical improvement, time‑to‑clinical worsening and REVEAL Lite 2 risk score, numerically favored seralutinib, with especially strong effects in prespecified intermediate‑ and high‑risk patients and in connective tissue disease–associated PAH. Seralutinib was generally well tolerated, though liver enzyme elevations and cough were more frequent than with placebo.
The company plans to meet with the U.S. FDA to discuss a potential development path and is pausing enrollment in the SERANATA Phase 3 study while it assesses PROSERA, including regional differences in placebo response and forthcoming CT functional respiratory imaging substudy data.
Gossamer Bio (GOSS) furnished a Form 8-K announcing it issued a press release reporting financial results for the quarter ended September 30, 2025. The press release is included as Exhibit 99.1.
The company noted that the information in this item, including Exhibit 99.1, is being furnished and not filed under the Exchange Act and is not subject to Section 18 liabilities, nor incorporated by reference except as specifically stated. The report was signed by Bryan Giraudo, Chief Financial Officer and Chief Operating Officer.
Gossamer Bio, Inc. issued 2,500,000 shares of common stock to Prana on September 24, 2025 as consideration for a Company Merger Option. The Company agreed that, upon exercise of the Merger Option at closing, it would issue up to an additional 1,500,000 shares. The agreement also provides for cash and stock milestone payments following achievement of specified regulatory and sales milestones, including potential issuance of up to approximately 6,688,964 additional shares of common stock. The number of milestone shares to be issued will be calculated by dividing the applicable milestone obligation value by the average closing price on the Nasdaq Global Select Market for the thirty consecutive trading days ending two trading days before achievement of the milestone. The transactions are being made in reliance on Section 4(a)(2) of the Securities Act of 1933.
Form 8-K Overview: On 25 June 2025 Gossamer Bio (Nasdaq: GOSS) disclosed the voting results of its 2025 Annual Meeting and the adoption of an Amended & Restated 2019 Incentive Award Plan.
Board Elections: Class I directors Thomas Daniel, Sandra Milligan and Steven Nathan were re-elected for terms expiring in 2028. Support ranged from 80%–88% of votes cast, with 47.1 million broker non-votes recorded.
Auditor Ratification: Ernst & Young LLP was ratified as independent registered public accounting firm for fiscal 2025 by 176.5 million votes for versus 0.1 million against, indicating near-unanimous confidence.
Say-on-Pay: Compensation of named executive officers received strong advisory backing—125.4 million for (≈96%) and 3.8 million against.
Equity Incentive Plan: The Amended & Restated 2019 Incentive Award Plan passed with 87.8 million for and 41.5 million against (≈67.7% approval, excluding broker non-votes). The comparatively higher dissent signals some shareholder concern over potential dilution or pay practices, though the proposal ultimately carried.
Materiality: No financial performance metrics, strategic transactions, or guidance updates were included. The filing is primarily governance-related; its impact centers on confirming board stability, auditor continuity and refreshed equity compensation capacity.