Gossamer Bio director holds $0.0001 pre-funded warrant

Gossamer Bio, Inc. (GOSS) reported that director Gregory Austin Ciongoli holds a Pre-Funded Warrant giving the right to acquire 250 shares of Series A-1 non-voting convertible preferred stock, exercisable at $0.0001 per share on a direct basis.

Rhea-AI Filing Summary

Gossamer Bio, Inc. (GOSS) reported that director Gregory Austin Ciongoli holds a Pre-Funded Warrant giving the right to acquire 250 shares of Series A-1 non-voting convertible preferred stock, exercisable at $0.0001 per share on a direct basis. The warrant has no expiration date and is exercisable immediately, but, prior to Stockholder Approval under applicable Nasdaq rules for the related private placement, it is exercisable only for Series A-1 non-voting convertible preferred stock. After Stockholder Approval, it will be exercisable only for shares of Gossamer Bio common stock, with each Series A-1 share automatically converting into a number of common shares equal to $1,000 divided by $11.20, subject to beneficial ownership limitations.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Ciongoli Gregory Austin

Role Director

Type	Security	Shares	Price	Value
holding	Pre-Funded Warrant (Right to Buy) F1, F2	--	--	--

Holdings After Transaction: Pre-Funded Warrant (Right to Buy) — 250 contracts (Direct)

Footnotes (2)

1. F1. The Pre-Funded Warrant has no expiration date and is exercisable immediately. Prior to the Issuer obtaining stockholder approval under applicable Nasdaq rules and regulations in connection with the Issuer's private placement pursuant to which the Pre-Funded Warrants were issued ("Stockholder Approval"), the Pre-Funded Warrants are only exercisable for shares of Series A-1 non-voting convertible preferred stock. Following the Issuer's receipt of Stockholder Approval, the Pre-Funded Warrants are only exercisable for shares of the Issuer's common stock.
2. F2. Each share of Series A-1 non-voting convertible preferred stock is convertible automatically upon receipt of Stockholder Approval into a number of shares of the Issuer's common stock equal to $1,000 divided by $11.20, pursuant to the terms of the Series A-1 Certificate of Designation and subject to applicable beneficial ownership limitations.

Key Figures

Underlying Series A-1 preferred shares: 250 shares Pre-Funded Warrant position: 250 units Exercise price of Pre-Funded Warrant: $0.0001 per share +1 more

4 metrics

Underlying Series A-1 preferred shares 250 shares Underlying security shares for the Pre-Funded Warrant held directly by the director

Pre-Funded Warrant position 250 units Total Pre-Funded Warrant units held following the reported holding entry

Exercise price of Pre-Funded Warrant $0.0001 per share Exercise price to acquire each underlying share of Series A-1 preferred stock

Series A-1 conversion formula $1,000 ÷ $11.20 per share Formula for automatic conversion of each Series A-1 share into common stock upon Stockholder Approval

Key Terms

Pre-Funded Warrant, Series A-1 non-voting convertible preferred stock, Stockholder Approval, beneficial ownership limitations

4 terms

Pre-Funded Warrant financial

"The Pre-Funded Warrant has no expiration date and is exercisable"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

Series A-1 non-voting convertible preferred stock financial

"only exercisable for shares of Series A-1 non-voting convertible preferred stock"

Stockholder Approval regulatory

"Prior to the Issuer obtaining stockholder approval under applicable Nasdaq rules"

Stockholder approval is formal consent given by a company’s shareholders, usually through a vote at a meeting or by proxy, for major actions such as mergers, asset sales, changes to corporate structure, or amendments to governance rules. Investors pay attention because the vote can enable or block steps that materially change a company’s direction, ownership or value—like neighbors voting to allow a major renovation that would alter a building’s use and worth.

beneficial ownership limitations regulatory

"subject to applicable beneficial ownership limitations"

Beneficial ownership limitations are rules or contractual caps that restrict how much of a company’s stock an individual or entity can be treated as owning or controlling for legal, regulatory or corporate-governance purposes. They matter to investors because such limits affect voting power, reporting obligations, takeover risk and the ability to increase a stake — like an elevator weight limit or a lane divider that prevents any one car from taking over the whole road.

FAQ

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

What did GOSS disclose about Gregory Austin Ciongoli in this Form 3?

The filing reports that director Gregory Austin Ciongoli holds a Pre-Funded Warrant directly, covering 250 underlying shares of Series A-1 non-voting convertible preferred stock, exercisable at $0.0001 per share, with no expiration date and specific conversion mechanics tied to Stockholder Approval.

How many shares are covered by the pre-funded warrant reported for GOSS?

The pre-funded warrant held by the director covers 250 shares of Series A-1 non-voting convertible preferred stock, which are the underlying securities for the warrant according to the filing data and associated footnotes.

What is the exercise price of the pre-funded warrant disclosed by GOSS?

The pre-funded warrant has an exercise price of $0.0001 per share. It is exercisable immediately, giving the holder the right to acquire the underlying Series A-1 non-voting convertible preferred stock at this nominal exercise price.

Does the GOSS pre-funded warrant have an expiration date?

No. A footnote states that the Pre-Funded Warrant has no expiration date and is exercisable immediately, subject to conditions on whether it is exercisable for Series A-1 non-voting convertible preferred stock or for common stock depending on Stockholder Approval.

How does Stockholder Approval affect the GOSS pre-funded warrant and Series A-1 shares?

Before Stockholder Approval, the warrant is exercisable only for Series A-1 non-voting convertible preferred stock. After Stockholder Approval, it becomes exercisable only for Gossamer Bio common stock, and each Series A-1 share converts automatically into common shares equal to $1,000 ÷ $11.20, subject to beneficial ownership limitations.

What are the beneficial ownership limitations mentioned in the GOSS Form 3 footnote?

A footnote explains that conversion of Series A-1 non-voting convertible preferred stock into common stock is subject to applicable beneficial ownership limitations, which restrict how many common shares can be held through conversion, even though the formula for determining the number of common shares is specified.

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Available on EDGAR 09/22/2026 - 06:28 PM Accepted by SEC EDGAR 09/22/2026 - 06:27 PM Learn about SEC filing dates

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
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hours per response:			0.5

1. Name and Address of Reporting Person^*

Ciongoli Gregory Austin

(Last) (First) (Middle)

3115 MERRYFIELD ROW, SUITE 120

(Street)

SAN DIEGO CALIFORNIA 92121

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
09/16/2026

3. Issuer Name and Ticker or Trading Symbol
Gossamer Bio, Inc. [ GOSS ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Pre-Funded Warrant (Right to Buy)	08/24/2026	(1)	Series A-1 Preferred Stock(2)	250(2)	$0.0001	D

Explanation of Responses:

1. The Pre-Funded Warrant has no expiration date and is exercisable immediately. Prior to the Issuer obtaining stockholder approval under applicable Nasdaq rules and regulations in connection with the Issuer's private placement pursuant to which the Pre-Funded Warrants were issued ("Stockholder Approval"), the Pre-Funded Warrants are only exercisable for shares of Series A-1 non-voting convertible preferred stock. Following the Issuer's receipt of Stockholder Approval, the Pre-Funded Warrants are only exercisable for shares of the Issuer's common stock.

2. Each share of Series A-1 non-voting convertible preferred stock is convertible automatically upon receipt of Stockholder Approval into a number of shares of the Issuer's common stock equal to $1,000 divided by $11.20, pursuant to the terms of the Series A-1 Certificate of Designation and subject to applicable beneficial ownership limitations.

Remarks:

	/s/ Christian Waage, Attorney-in-Fact	09/22/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)