Gossamer Bio filings document a clinical-stage biopharmaceutical issuer centered on seralutinib for PAH and PH-ILD. Form 8-K reports cover operating and financial results, Phase 3 PROSERA clinical disclosures, material agreements, unregistered equity issuances, resource-allocation actions, and Nasdaq listing-compliance notices involving its common stock.
Proxy materials describe board governance, shareholder voting matters, executive compensation, equity awards, and incentive-plan administration. The filing record also documents capital-structure matters and formal disclosures connected to a late-stage pulmonary hypertension development company.
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.
Gossamer Bio disclosed that Context Capital Management and related reporting persons collectively hold 48,835,788 shares of common stock, representing 9.9% of the class. The filing states the percentage is calculated using 488,846,722 shares outstanding as of June 5, 2026. The report clarifies the ownership cap in an agreement is 9.99% and shows shared voting and dispositive power over the reported shares.
Gossamer Bio, Inc. director John D. Quisel received a grant of stock options covering 115,000 shares of common stock as board compensation. The options have an exercise price of $0.178 per share and expire on June 3, 2036.
The entire option grant becomes fully vested and exercisable on the earlier of the first anniversary of the grant date or the next annual meeting of stockholders, conditioned on his continued board service. This is a routine non-employee director award rather than an open-market share purchase or sale.
Gossamer Bio director Skye Drynan received a new stock option grant as part of board compensation. The award covers 115,000 options to buy Gossamer Bio common stock at an exercise price of $0.178 per share, expiring on June 3, 2036.
The option was granted under the company’s Non-Employee Director Compensation Program and represents 115,000 underlying shares following this transaction. All option shares vest and become exercisable on the earlier of the first anniversary of the grant date or the next annual stockholder meeting, assuming continued board service through that date.
Gossamer Bio, Inc. director Daniel Thomas O received a stock option award for 115,000 shares of common stock. The option has a per-share exercise price of $0.1780 and expires on June 3, 2036. This grant was made under the company’s Non-Employee Director Compensation Program and represents compensation rather than an open-market purchase.
The entire option becomes fully vested and exercisable on the earlier of the first anniversary of the grant date or the next annual meeting of stockholders, provided he continues serving on the board through that vesting date. Following this grant, he holds 115,000 stock options directly.
Gossamer Bio, Inc. director Russell J. Cox received a grant of stock options covering 115,000 shares of common stock at an exercise price of $0.178 per share. The award was made under the company’s Non-Employee Director Compensation Program.
The options become fully vested and exercisable on the earlier of the first anniversary of the grant date or the next annual meeting of stockholders, subject to his continued service on the board through that date. Following this grant, Cox holds stock options for 115,000 shares.
Gossamer Bio, Inc. director Sandra Milligan received a grant of stock options covering 115,000 shares of common stock. The options have an exercise price of $0.178 per share and expire on June 3, 2036. The award was made under the company’s Non-Employee Director Compensation Program and becomes fully vested and exercisable on the earlier of the first anniversary of the grant date or the next annual meeting of stockholders, subject to her continued board service. Following this grant, she holds 115,000 stock options directly.
Gossamer Bio, Inc. director Nathan Steven D received a grant of stock options for 115,000 shares of common stock at an exercise price of $0.1780 per share. The options expire on June 3, 2036 and vest in full on the earlier of the first anniversary of the grant or the next annual stockholder meeting, subject to continued board service.
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.