Business Context and Reporting Period
This Form 8-K Current Report from Gossamer Bio, Inc. (GOSS) is dated September 9, 2026. The filing addresses a corporate action regarding the Company's capital structure intended to maintain its listing status on the Nasdaq Global Select Market.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, or liquidity metrics. The document focuses exclusively on a capital structure adjustment.
Material Changes
- Reverse Stock Split: The Board of Directors selected a 1-for-80 reverse stock split ratio. This action was previously authorized by stockholders on July 14, 2026, with the specific ratio determined by the Board.
- Effective Date: The split is expected to become effective on September 10, 2026, at 11:59 p.m. Eastern Time.
- Trading Adjustments: Shares are expected to begin trading on a split-adjusted basis on September 11, 2026, under the symbol "GOSS" with a new CUSIP number (38341P 201).
- Authorized Share Reduction: The number of authorized Common Stock shares will be reduced from 4,000,000,000 to 50,000,000. Total authorized capital stock will decrease from 4,070,000,000 to 120,000,000.
- Security Adjustments: Conversion rates for outstanding convertible notes (5.00% due 2027 and 7.50% due 2030), exercise prices for warrants, and equity award terms will be proportionately adjusted.
- Fractional Shares: No fractional shares will be issued; holders entitled to fractions will receive a round-up to the nearest whole share.
Guidance, Outlook, and Risks
Purpose: The reverse stock split is intended to help the Company regain compliance with the Nasdaq Global Select Market minimum bid price requirement.
Risks and Uncertainties: The Company cautions that the split may not result in a sustained increase in stock price or satisfy the listing requirement. Other risks include potential delays, negative impacts on business operations and reputation, increased trading volatility, and broader economic or legislative changes affecting the biotechnology industry.
Investor Verification Checklist
- Verify the effective time of the 1-for-80 reverse stock split (September 10, 2026, 11:59 p.m. ET).
- Confirm the new CUSIP number (38341P 201) for post-split trading.
- Review the adjusted conversion rates and exercise prices for convertible notes and warrants held.
- Monitor the stock price on September 11, 2026, to assess compliance with Nasdaq minimum bid requirements.
- Check with brokers regarding specific procedures for processing fractional share round-ups.