Gossamer Bio (NASDAQ: GOSS) ties CFO’s 5.8M options to seralutinib FDA decision
Rhea-AI Filing Summary
Gossamer Bio, Inc. (GOSS) reported that its COO/CFO, Bryan Giraudo, acquired derivative securities. A family trust received 25 Pre-Funded Warrants, each initially exercisable for Series A-1 non-voting convertible preferred stock at an exercise price of $0.0001 per share, with no expiration date. Each Series A-1 share is automatically convertible, upon stockholder approval under applicable Nasdaq rules for the related private placement, into common stock equal to $1,000 divided by $0.14, subject to beneficial ownership limitations.
Separately, Giraudo was granted a stock option over 5,800,051 shares of common stock at an exercise price of $0.175 per share, expiring on August 23, 2036. According to the vesting terms, 50% of the option vests upon FDA approval of seralutinib, and the remaining 50% vests in 24 equal monthly installments after that approval; if such approval has not occurred within two years of grant, vesting shifts to 1/24th monthly beginning two years after grant, in each case subject to his continuous service.
Positive
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Negative
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Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Giraudo Bryan
Role
COO/CFO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Pre-Funded Warrant (Right to Buy) F1, F2 | 25 | $999.999 | $25K |
| Grant/Award | Stock Option (Right to Buy) F3 | 5,800,051 | $0.00 | $0.00 |
Holdings After Transaction:
Pre-Funded Warrant (Right to Buy) — 25 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 acquired: 25 shares
Pre-Funded Warrant exercise price: $0.0001 per share
Series A-1 conversion formula: $1,000 ÷ $0.14 per share
+5 more
8 metrics
Pre-Funded Warrants acquired
25 shares
Pre-Funded Warrants reported as acquired on 2026-08-24 by family trust
Pre-Funded Warrant exercise price
$0.0001 per share
Exercise price for Series A-1 preferred shares under the Pre-Funded Warrant
Series A-1 conversion formula
$1,000 ÷ $0.14 per share
Each Series A-1 share converts into common stock at this ratio upon stockholder approval
Stock option shares
5,800,051 shares
Common stock underlying new stock option granted on 2026-08-24
Stock option exercise price
$0.175 per share
Exercise price of the new common stock option
Option expiration date
2036-08-23
Expiration date of the new common stock option grant
Initial option vesting trigger
50% upon FDA approval of seralutinib
Half of the option vests at FDA approval milestone
Remaining option vesting schedule
1/24th monthly
Remaining 50% vests over 24 months after FDA approval or after two years if approval not obtained by then
Key Terms
Pre-Funded Warrant, Series A-1 non-voting convertible preferred stock, beneficial ownership limitations, Certificate of Designation, +1 more
5 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 financial
"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.
Certificate of Designation regulatory
"pursuant to the terms of the Series A-1 Certificate of Designation"
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.
FDA approval of seralutinib medical
"50% of the total number of shares subject to the option will vest upon FDA approval"
FAQ
What derivative awards did GOSS grant to Bryan Giraudo on 2026-08-24?
On 2026-08-24, Gossamer Bio granted Bryan Giraudo 25 Pre-Funded Warrants via a family trust and a stock option for 5,800,051 shares of common stock. Both are derivative securities giving rights to acquire equity under specified terms.
What are the key terms of Bryan Giraudo’s new stock option in GOSS?
Bryan Giraudo’s new option covers 5,800,051 Gossamer Bio common shares at an exercise price of $0.175 per share and expires on August 23, 2036. Vesting is tied to FDA approval of seralutinib and time-based conditions thereafter.
How is the vesting of GOSS options linked to FDA approval of seralutinib?
For the 5,800,051-share option, 50% vests upon FDA approval of seralutinib. The remaining 50% vests in 24 equal monthly installments after approval. If approval has not occurred within two years, vesting switches to 1/24th monthly starting two years after grant.
Are the newly reported GOSS Pre-Funded Warrants held directly by Bryan Giraudo?
The 25 Pre-Funded Warrants are reported as held indirectly by Bryan Giraudo, through a family trust, as indicated by the nature of ownership field in the filing.
AI-generated analysis. How Rhea-AI works. Not financial advice.
