Gossamer Bio (NASDAQ: GOSS) links CEO options to FDA decision on seralutinib
Rhea-AI Filing Summary
Gossamer Bio, Inc. (GOSS) reported that President & CEO Faheem Hasnain acquired two derivative awards. A family trust received 166 Pre-Funded Warrants exercisable at $0.0001 per share into Series A-1 preferred stock, which is automatically convertible after stockholder approval into common stock per a $1,000 ÷ $0.14 formula. Separately, Hasnain was granted 5,800,051 stock options for common stock at an exercise price of $0.175 per share, expiring in 2036, with vesting tied primarily to FDA approval of seralutinib or, failing that by two years after grant, a monthly time-based vesting schedule.
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Negative
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Insights
Analyzing...
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Hasnain Faheem
Role
President & CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Pre-Funded Warrant (Right to Buy) F1, F2 | 166 | $999.999 | $166K |
| Grant/Award | Stock Option (Right to Buy) F3 | 5,800,051 | $0.00 | $0.00 |
Holdings After Transaction:
Pre-Funded Warrant (Right to Buy) — 166 shares (Indirect, By Family Trust);
Stock Option (Right to Buy) — 5,800,051 shares (Direct)
Footnotes (3)
- F1. Each share of Series A-1 non-voting convertible preferred stock is convertible automatically upon receipt of 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") into a number of shares of the Issuer's common stock equal to $1,000 divided by $0.14, pursuant to the terms of the Series A-1 Certificate of Designation and subject to applicable beneficial ownership limitations.
- F2. The Pre-Funded Warrant has no expiration date and is exercisable immediately. Prior to the Issuer obtaining 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.
- F3. 50% of the total number of shares subject to the option will vest upon FDA approval of seralutinib, and 1/24th of the remaining 50% of the total number of shares subject to the option will vest on the last day of each one-month period after such FDA approval, in each case subject to the Reporting Person's continuous service to the Issuer on each such vesting date. To the extent FDA approval of seralutinib does not occur on or prior to the date that is two years following the grant date of the option, 1/24th of the total number of shares subject to the option will vest on the last day of each one-month period following the date that is two years following the grant date of the option, subject to the Reporting Person's continuous service to the Issuer on each such vesting date.
Key Figures
Pre-Funded Warrants granted: 166 shares
Pre-Funded Warrant exercise price: $0.0001 per share
Series A-1 conversion formula: $1,000 ÷ $0.14
+5 more
8 metrics
Pre-Funded Warrants granted
166 shares
Pre-Funded Warrant (Right to Buy) held indirectly by family trust
Pre-Funded Warrant exercise price
$0.0001 per share
Exercise price for Series A-1 preferred stock upon warrant exercise
Series A-1 conversion formula
$1,000 ÷ $0.14
Common stock received per share of Series A-1 non-voting convertible preferred
Stock options granted
5,800,051 shares
Stock Option (Right to Buy) for Gossamer Bio common stock
Stock option exercise price
$0.175 per share
Exercise price of options granted August 24, 2026
Stock option expiration date
August 23, 2036
Expiration of 5,800,051 stock options
Performance-based vesting threshold
50% of option shares
Vest upon FDA approval of seralutinib
Post-approval vesting installments
1/24th monthly
Remaining 50% of options vest monthly after FDA approval or after two years
Key Terms
Pre-Funded Warrant, Series A-1 non-voting convertible preferred stock, beneficial ownership limitations, Stockholder Approval, +2 more
6 terms
Pre-Funded Warrant financial
"The Pre-Funded Warrant has no expiration date and is exercisable immediately."
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
"Each share of Series A-1 non-voting convertible preferred stock is convertible"
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.
Stockholder Approval regulatory
"convertible automatically upon receipt of stockholder approval under applicable Nasdaq"
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.
Stock Option (Right to Buy) financial
"Stock Option (Right to Buy)"
continuous service financial
"subject to the Reporting Person's continuous service to the Issuer"
FAQ
What derivative awards did GOSS CEO Faheem Hasnain report on this Form 4?
Faheem Hasnain reported acquiring 166 Pre-Funded Warrants held by a family trust and 5,800,051 stock options for Gossamer Bio common stock. Both awards were granted on August 24, 2026 and increase his derivative-based exposure to GOSS equity.
How do the GOSS Pre-Funded Warrants reported by Faheem Hasnain work?
The Pre-Funded Warrants are exercisable immediately at $0.0001 per share. Before stockholder approval, they are exercisable only for Series A-1 non-voting convertible preferred stock; after such approval, they become exercisable only for Gossamer Bio common stock.
What is the conversion formula for GOSS Series A-1 preferred stock?
Each share of Series A-1 non-voting convertible preferred stock automatically converts, after specified stockholder approval, into Gossamer Bio common stock equal to $1,000 divided by $0.14, subject to applicable beneficial ownership limitations described in the Series A-1 Certificate of Designation.
What are the key terms of the 5,800,051 GOSS stock options granted to Faheem Hasnain?
Hasnain received 5,800,051 stock options with an exercise price of $0.175 per share, expiring on August 23, 2036. Fifty percent vest upon FDA approval of seralutinib, and the remaining 50% vest in 24 equal monthly installments afterward, subject to continuous service.
How do the GOSS stock options vest if FDA approval of seralutinib is delayed?
If FDA approval of seralutinib has not occurred within two years after the grant date, then 1/24th of the total option shares will vest on the last day of each one-month period following that two-year mark, subject to Hasnain’s continuous service to Gossamer Bio.
Are the GOSS Pre-Funded Warrants held directly by Faheem Hasnain?
No. The 166 Pre-Funded Warrants are reported as held indirectly by a family trust. The Form 4 identifies the nature of ownership as “By Family Trust,” while the 5,800,051 stock options are held directly by Hasnain.
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