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Gossamer Bio, Inc. DEF 14A Filings

GOSS NASDAQ

Every DEF 14A that Gossamer Bio, Inc. (GOSS) has filed with the SEC in the last 12 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 DEF 14A covers the proxy statement, with executive pay and the shareholder votes, 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.

Rhea-AI Summary

Gossamer Bio, Inc. (GOSS) is asking stockholders at an October 27, 2026 virtual special meeting to approve, under Nasdaq Listing Rules 5635(c) and 5635(d), the issuance of common stock underlying a large private placement involving pre-funded warrants, FDA approval warrants and three series of convertible preferred stock. The Initial Closing on August 24, 2026 raised approximately $25.0 million, and a Second Closing, contingent on 2026 NDA acceptance for seralutinib in pulmonary arterial hypertension, is expected to raise a further approximately $125.0 million before expenses, with additional upside tied to FDA approval warrants.

If approved, up to about 20,086,929 shares of common stock could ultimately be issuable upon warrant exercise and preferred conversion, exceeding 20% of the 6,116,391 shares outstanding as of September 14, 2026 and materially diluting existing holders. Before approval, the instruments are limited to preferred stock and carry a 4x liquidation preference; after approval they convert into common stock and lose that separate preference. The company also recently effected a 1-for-80 reverse stock split on September 10, 2026, and all share figures are presented on a post-split basis.

Rhea-AI Summary

Gossamer Bio has called a virtual special stockholder meeting to approve several major capital structure changes tied to a recent exchange of its $200.0 million 5.00% convertible notes.

The company has already exchanged $181,052,000 of these notes (90.526%) for $65,174,000 of new 7.50% secured convertible notes due 2030, 254,150,441 new shares, 33,402,727 prefunded warrants and 135,789,000 purchase warrants, leaving $18,948,000 of old notes outstanding.

Stockholders are being asked to approve potential share issuances on conversion of up to $72.0 million of new notes and exercise of 135,789,000 purchase warrants (exceeding Nasdaq’s 20% dilution threshold), a large increase in authorized common shares from 700,000,000 to 4,000,000,000, an expanded equity incentive plan, authority for a reverse stock split, and the ability to adjourn the meeting if needed. The company discloses that these transactions have already caused substantial dilution and could ultimately give former noteholders up to 868,235,293 shares, or approximately 78.7% of outstanding common stock under full conversion assumptions.

Rhea-AI Summary

Gossamer Bio, Inc. is asking stockholders to vote at its 2026 virtual annual meeting on June 4, 2026. Key items include electing two Class II directors through 2029, ratifying Ernst & Young LLP as independent auditor for 2026, and approving executive pay on an advisory basis.

Only holders of 234,696,281 common shares outstanding as of April 20, 2026 may vote, with a quorum requiring 117,348,141 shares present or represented by proxy. The proxy explains how to register and vote online, outlines board and committee structure, director pay and equity awards, and discloses major stockholders’ and insiders’ ownership.