Business Context and Reporting Period
Company: Gossamer Bio, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: August 20, 2026
Event: Entry into a Material Definitive Agreement for a private placement of securities.
The Company entered into a Securities Purchase Agreement for a private placement of pre-funded warrants and warrants in two closings. The financing is designed to fund the clinical development and potential commercialization of seralutinib for pulmonary arterial hypertension (PAH) and pulmonary hypertension associated with interstitial lung disease (PH-ILD).
Key Financial Metrics and Capital Structure
Expected Gross Proceeds:
- Initial Closing: Approximately $25.0 million.
- Second Closing (Contingent): Approximately $125.0 million (upon FDA acceptance of NDA filing).
- FDA Approval Warrants (Contingent): Approximately $100.0 million (if exercised in full upon FDA approval).
- Total Potential Capital: Up to $250.0 million.
Security Pricing and Terms:
- Initial Closing Pre-Funded Warrants: Purchase price of $0.1399 per warrant (effectively $0.14 per share of Common Stock).
- Second Closing Pre-Funded Warrants: Price equal to the lesser of $0.1399 or the 5-day VWAP prior to closing, less $0.0001.
- FDA Approval Warrants: Exercise price of $0.187 per share of Common Stock.
- Preferred Stock: Series A-1, A-2, and A-3 Convertible Preferred Stock authorized with a stated value of $1,000.00 per share, convertible to Common Stock upon Stockholder Approval.
Use of Proceeds: Clinical development and commercialization of seralutinib, general corporate purposes, and working capital.
Material Changes and Transaction Structure
The filing details a complex, milestone-driven financing structure rather than a standard equity offering:
- Two-Closing Structure: The Initial Closing is expected on August 24, 2026. The Second Closing is contingent upon the FDA accepting the Company's New Drug Application (NDA) for seralutinib in 2026.
- Stockholder Approval Requirement: Issuance of Common Stock upon exercise of warrants or conversion of Preferred Stock requires Stockholder Approval. The Company must file a preliminary proxy statement within 10 days of the Initial Closing.
- Lock-Up Provisions: The Company is prohibited from issuing additional equity or convertible securities until the later of the FDA Approval Milestone, receipt of a complete response letter, or Stockholder Approval (the "Company Lock-Up Termination Date"). If the Second Closing does not occur by December 31, 2026, the lock-up terminates on that date.
- Liquidation Preference: Prior to Stockholder Approval, Preferred Stock holders have a 4x liquidation preference over Common Stock holders. This preference is eliminated upon Stockholder Approval.
Guidance, Outlook, and Risks
Management Commentary and Outlook:
- The Company expects the committed capital to be funded in 2026.
- Proceeds are intended to fund the operating plan into 2028.
- Success is entirely dependent on the development and regulatory approval of seralutinib.
Key Risks and Contingencies:
- Regulatory Risk: The Second Closing and FDA Approval Warrants are contingent on FDA acceptance and approval of the NDA. The FDA may determine the NDA does not qualify for filing or that the benefit-risk assessment is unfavorable.
- Stockholder Approval Risk: If stockholders do not approve the issuance of Common Stock, the securities will remain as Preferred Stock, and the Company must resubmit the proposal every 90 days.
- Market Risk: The Second Closing price is subject to market volatility (VWAP).
- Development Risk: Clinical trial results (Phase 3 PROSERA and Phase 2 TORREY) may not be sufficient for approval.
Investor Verification Checklist
- Verify the status of the FDA NDA filing acceptance for seralutinib to determine if the Second Closing ($125M) is triggered.
- Monitor the Company's proxy statement and the outcome of the Special Meeting for Stockholder Approval, which is required to convert Preferred Stock and Warrants into Common Stock.
- Review the Company's cash runway and existing cash equivalents to assess liquidity prior to the Initial Closing on August 24, 2026.
- Confirm the beneficial ownership limitations (4.99%, 9.99%, or 19.99%) selected by purchasers, as these cap the immediate dilution upon exercise.
- Assess the risk of the 4x liquidation preference on Preferred Stock if Stockholder Approval is delayed or denied.