Gossamer Bio, Inc. received an updated large-holder disclosure from Octagon Capital. Octagon Capital Advisors LP, Octagon Investments Master Fund LP, and Ting Jia jointly report beneficial ownership of 15,141,425 Gossamer Bio common shares, representing 6.5% of the outstanding stock.
This stake includes 13,915,371 common shares held by the Master Fund and warrants to purchase up to 1,226,054 additional shares at an exercise price of $2.04 per share, expiring on July 24, 2028. The ownership percentage is based on 231,456,247 shares outstanding as of October 31, 2025, plus the warrant shares.
The reporting persons state that the securities were acquired and are held in the ordinary course of business, and not for the purpose of changing or influencing control of Gossamer Bio.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Gossamer Bio, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
38341P102
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
38341P102
1
Names of Reporting Persons
Octagon Capital Advisors LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
15,141,425.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,141,425.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,141,425.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.5 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: Includes 13,915,371 Common Shares directly held and warrants (the "Warrants") to purchase up to 1,226,054 Common Shares, with an exercise price of $2.04 per Common Share and an expiration date of July 24, 2028.
SCHEDULE 13G
CUSIP No.
38341P102
1
Names of Reporting Persons
Octagon Investments Master Fund LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
15,141,425.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,141,425.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,141,425.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.5 %
12
Type of Reporting Person (See Instructions)
PN, OO
Comment for Type of Reporting Person: Includes 13,915,371 Common Shares directly held and Warrants to purchase up to 1,226,054 Common Shares, with an exercise price of $2.04 per Common Share and an expiration date of July 24, 2028.
SCHEDULE 13G
CUSIP No.
38341P102
1
Names of Reporting Persons
Ting Jia
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CHINA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
15,141,425.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,141,425.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,141,425.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.5 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Includes 13,915,371 Common Shares directly held and Warrants to purchase up to 1,226,054 Common Shares, with an exercise price of $2.04 per Common Share and an expiration date of July 24, 2028.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Gossamer Bio, Inc.
(b)
Address of issuer's principal executive offices:
3115 Merryfield Row, Suite 120, San Diego, CA, 92121
Item 2.
(a)
Name of person filing:
This statement is being jointly filed by:
Octagon Capital Advisors LP ("Octagon")
Octagon Investments Master Fund LP ("Master Fund")
Ting Jia, as the principal beneficial owner of Octagon ("Dr. Jia")
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
Octagon serves as the investment manager of the Master Fund. Dr. Jia is the managing member of Octagon. By virtue of these relationships each of Octagon and Dr. Jia may be deemed to beneficially own the Issuer's Common Shares directly owned by the Master Fund.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 654 Madison Avenue, 21st Floor, New York, NY 10065.
(c)
Citizenship:
Octagon is a Delaware limited partnership. The Master Fund is an exempted limited partnership established in the Cayman Islands. Dr. Jia is a Chinese citizen.
(d)
Title of class of securities:
Common Stock, $0.0001 par value
(e)
CUSIP No.:
38341P102
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
15,141,425
(b)
Percent of class:
6.5 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
15,141,425
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
15,141,425
The percentage reported on this Schedule 13G is calculated based upon 231,456,247 Common Shares outstanding as of October 31, 2025, as reported in the Form 10-Q filed by the Issuer on November 5, 2025, plus 1,226,504 Common Shares issuable upon exercise of the Warrants.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Octagon is the investment advisor to the Master Fund and other accounts. Dr. Jia is the control person of Octagon. The Master Fund holds the Common Shares for the benefit of its investors. The Master Fund and Octagon, for the benefit of its investors, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Octagon Capital Advisors LP
Signature:
/s/ Ting Jia
Name/Title:
Managing Member
Date:
02/17/2026
Octagon Investments Master Fund LP
Signature:
/s/ Ting Jia
Name/Title:
Managing Member, Octagon Investments GP, LLC, its general partner
What ownership stake in Gossamer Bio (GOSS) does Octagon report on this Schedule 13G/A?
Octagon and related reporting persons disclose beneficial ownership of 15,141,425 Gossamer Bio common shares, representing 6.5% of the company’s outstanding stock. This stake includes both directly held shares and additional shares underlying warrants.
How many Gossamer Bio (GOSS) shares are covered by Octagon’s warrants and on what terms?
The filing states that the reporting persons hold Warrants to purchase up to 1,226,054 Gossamer Bio common shares with an exercise price of $2.04 per share and an expiration date of July 24, 2028.
How is the 6.5% ownership in Gossamer Bio (GOSS) calculated in this Schedule 13G/A?
The 6.5% figure is calculated using 231,456,247 common shares outstanding as of October 31, 2025, as reported by Gossamer Bio, plus 1,226,054 common shares issuable upon exercise of the reported warrants.
Who are the reporting persons in the Gossamer Bio (GOSS) Schedule 13G/A filing?
The filing is jointly made by Octagon Capital Advisors LP, Octagon Investments Master Fund LP, and Ting Jia. Octagon manages the Master Fund, and Ting Jia is the managing member and control person associated with Octagon.
Does Octagon intend to influence control of Gossamer Bio (GOSS) with this ownership?
The certification explains that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Gossamer Bio, nor in connection with any transaction having that purpose or effect.
Who has voting and dispositive power over the Gossamer Bio (GOSS) shares reported?
The Schedule 13G/A reports 0 shares with sole voting or dispositive power and 15,141,425 shares with shared voting and shared dispositive power among the reporting persons, reflecting their coordinated investment structure.
