Gossamer Bio, Inc. SEC Filings

BlackRock, Inc. filed an amended ownership report on Gossamer Bio, Inc. common stock. BlackRock reports beneficial ownership of 4,890,593 shares, representing 1.0% of the class as of June 30, 2026. These shares are held with sole voting power and sole dispositive power, with no shared voting or dispositive power reported.

The filing notes that the position reflects securities beneficially owned, or deemed beneficially owned, by certain business units of BlackRock and its subsidiaries and affiliates. Various underlying clients have rights to dividends or sale proceeds, but no single person has more than five percent of Gossamer Bio’s outstanding common shares.

Gossamer Bio entered a Rights Reacquisition Agreement with Chiesi to terminate their prior collaboration and license and to reacquire worldwide development and commercial rights to seralutinib, including for PAH and PH-ILD. Chiesi will pay Gossamer $5 million, while Gossamer owes capped royalties on net sales and success-based milestones tied to seralutinib.

After a mid‑June Pre‑NDA Type B FDA meeting, Gossamer plans a seralutinib NDA submission for PAH in September 2026, supported by the PROSERA Phase 3 study plus confirmatory evidence; if accepted, an FDA decision could come in the third quarter of 2027. Stockholders approved proposals related to an exchange of 5.00% Convertible Senior Notes due 2027 and authorized a reverse stock split. The company exchanged about $181.1 million (90.5%) of its $200.0 million 2027 notes for $65.2 million of new 7.50% notes due 2030 and related equity, reducing debt principal by approximately $115.9 million. Gossamer estimates cash, cash equivalents and marketable securities of approximately $57.0 million as of June 30, 2026.

D. E. Shaw-affiliated investment entities updated their ownership disclosure for Gossamer Bio, Inc. common stock. According to the company’s June 9, 2026 proxy statement, there were 488,846,722 Common Shares outstanding as of June 5, 2026.

D. E. Shaw Valence Portfolios, L.L.C. beneficially owns 32,642,631 Common Shares, or 6.7% of the class. Together with D. E. Shaw Cogence Portfolios, L.L.C. (1,706,327 shares) and funds under the management of D. E. Shaw Investment Management, L.L.C. (260,607 shares), affiliated entities may be deemed to share power over 34,609,565 shares, representing 7.1% of Gossamer Bio.

DESCO L.P., DESCO L.L.C., DESCO Inc., DESCO II, Inc., and David E. Shaw may be deemed to share voting and dispositive power over these shares through advisory and management roles, but each disclaims beneficial ownership. Exhibits reference a Transaction Support Agreement, a Voting Agreement, an indenture for Senior Secured First Lien Convertible Notes due 2030, and a Purchase Warrant Agreement.

Gossamer Bio, Inc. obtained stockholder approval at a July 14, 2026 special meeting for several major capital structure actions. Holders approved, under Nasdaq Listing Rule 5635(d), the potential issuance of Common Stock upon conversion of up to $72.0 million in aggregate principal amount of newly issued 7.50% Convertible Senior Secured First Lien Notes due 2030, related make-whole payments in stock, and the exercise of 135,789,000 newly issued Purchase Warrants, which together could exceed 20% of shares outstanding before the Exchange Offer.

Stockholders also approved an amended and restated 2019 Incentive Award Plan, increasing the shares available for equity compensation, and a Charter amendment raising authorized Common Stock from 700,000,000 to 4,000,000,000 to support potential issuances under the notes, warrants and plan. In addition, they approved 30 alternate Charter amendments to permit a reverse stock split of outstanding Common Stock and a proportionate reduction in authorized Common Stock and total authorized capital stock.

D. E. Shaw–affiliated entities report an 8.3% beneficial stake in Gossamer Bio, Inc. common stock. The group may be deemed to beneficially own 40,630,726 Common Shares out of 488,846,722 shares outstanding as of June 5, 2026.

Valence holds 38,362,468 shares, or about 7.8% of the class. Cogence holds 1,878,827 shares, or about 0.4%, and funds under DESIM management hold 389,431 shares, or about 0.1%, including 1,200 shares in DSIF. Various D. E. Shaw entities have shared voting and dispositive power, while none owns shares directly and David E. Shaw disclaims beneficial ownership.

Gossamer Bio, Inc. filed an 8-K to share the finalized conversion and warrant terms for its 7.50% Convertible Senior Secured First Lien Notes due 2030. Each $1,000 principal amount of these notes will initially convert into 5,347.5936 shares of common stock, implying a conversion price of about $0.19 per share. The company also set the initial exercise price of related Purchase Warrants at $0.34 per whole share. These figures were derived from a $0.17 Reference Price calculated over a seven trading-day period beginning on June 22, 2026.

Gossamer Bio announced the final results of its exchange offer for its 5.00% Convertible Senior Notes due 2027. Holders tendered $181,052,000 in aggregate principal amount of these notes, leaving $18,948,000 outstanding after the transaction.

Tendering holders received a pro rata mix of up to $72.0 million of new 7.50% Convertible Senior Secured First Lien Notes due 2030, up to 317,647,058 common shares or prefunded warrants, and, for early tendering eligible holders, additional warrants. Following early settlement on June 4, 2026, Gossamer entered into a supplemental indenture that eliminated substantially all restrictive covenants and certain events of default in the prior indenture for the exchanged notes.

D. E. Shaw and related entities report a large stake in Gossamer Bio, Inc. following a debt-for-equity exchange. They report beneficial ownership of 46,485,295 common shares, equal to 9.5% of Gossamer’s outstanding stock as of June 5, 2026, held through Valence, Cogence and funds managed by DESIM.

On June 4, 2026, the reporting group acquired 48,107,644 new shares plus new 7.50% Convertible Senior Secured First Lien Notes due 2030 and purchase warrants in an exchange of existing 5.00% convertible notes. In total, the issuer issued $65,174,000 of new convertible notes, 254,150,441 new shares, 33,402,727 prefunded warrants and 135,789,000 purchase warrants in the early settlement.

The new notes pay 7.50% interest, mature in 2030 with a springing 2027 maturity if more than $4.0 million of old notes remain, and include conversion features subject to stockholder approval and a 4.99%–9.99% beneficial ownership cap. The purchase warrants are exercisable from December 3, 2026 to June 4, 2031 with similar ownership limits. D. E. Shaw’s entities also hold short positions referencing 3,732,304 shares.

Gossamer Bio, Inc. reporting persons filed a joint Schedule 13G disclosing shared beneficial ownership positions in the issuer's Common Stock. The filing shows 37,665,073 shares reported for DeepCurrents/related parties (representing 7.7%) and 27,646,139 shares attributed to DCIG Capital Master Fund (representing 5.7%). The filing cites June 5, 2026 as the reference date for 488,846,722 shares outstanding used to calculate percentages.

The statement clarifies record ownership: the Fund and a separately managed account are direct owners, DeepCurrents is the investment manager, DCIG GP is the general partner, and Kai Zheng is a managing member. Each Reporting Person disclaims beneficial ownership of shares held directly by the others.