Business Context and Reporting Period
This Form 8-K Current Report from Gossamer Bio, Inc. (GOSS) covers events occurring on September 10, 2026, and September 11, 2026. The filing details the implementation of a 1-for-80 reverse stock split and a corresponding reduction in authorized shares, aimed at regaining compliance with Nasdaq Global Select Market listing requirements.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, or debt levels. The document focuses exclusively on corporate governance and capital structure adjustments.
Material Changes
- Reverse Stock Split: A 1-for-80 reverse stock split became effective at 11:59 p.m. Eastern Time on September 10, 2026. Every 80 shares of common stock were reclassified into 1 share.
- Authorized Share Reduction: Authorized common shares were reduced from 4,000,000,000 to 50,000,000. Total authorized capital stock was reduced from 4,070,000,000 to 120,000,000.
- Trading Adjustments: Common stock began trading on a split-adjusted basis on September 11, 2026, under the symbol "GOSS" with a new CUSIP number (38341P 201).
- Security Adjustments: Conversion rates for outstanding convertible notes (5.00% Senior Notes due 2027 and 7.50% Senior Secured First Lien Notes due 2030), warrant exercise prices, and equity award terms were proportionately adjusted.
Guidance, Outlook, and Risks
Compliance Objective: The reverse split is intended to help the Company meet the Nasdaq minimum bid price requirement of $1.00 per share for 10 consecutive business days prior to the compliance date of October 5, 2026.
Risks and Uncertainties:
- There is no assurance the Company will regain compliance or maintain its Nasdaq listing.
- The split may not result in a sustained increase in stock price.
- Market volatility, healthcare legislation changes, and economic conditions pose risks to the business.
Forward-Looking Statements: The Company cautions that actual results may differ from expectations regarding the split's impact on listing status and stock price.
Investor Verification Checklist
- Verify the new CUSIP number (38341P 201) for trading purposes.
- Confirm the adjusted number of shares held in brokerage accounts post-split.
- Monitor the closing bid price to ensure it meets the $1.00 threshold for 10 consecutive days by October 5, 2026.
- Review the adjusted conversion rates and exercise prices for any held convertible notes, warrants, or equity awards.