Gossamer Bio, Inc. SEC Filings

Gossamer Bio, Inc. reported six‑month 2026 revenue of $26,193 (in thousands), entirely from its collaboration with Chiesi. Operating expenses were $97,133 (in thousands), leading to a loss from operations of $70,940 (in thousands). A $43,846 (in thousands) gain on extinguishment of 5.00% convertible notes drove second‑quarter net income of $16,900 (in thousands), but the company still recorded a six‑month net loss of $29,764 (in thousands).

Cash and cash equivalents were $41,148 (in thousands) and marketable securities $15,878 (in thousands) at June 30, 2026. Management states existing liquidity will fund operations only into the first quarter of 2027 and discloses substantial doubt about the ability to continue as a going concern. In June, Gossamer exchanged $181,052 (in thousands) of its 2027 notes for $65,174 (in thousands) of new 7.50% 2030 notes plus equity and warrants, leaving $18,948 (in thousands) of 2027 notes outstanding. The 2030 notes are classified as current because of a springing 2027 maturity. The company also reduced its workforce by 46%, recording $6.1 million in related charges, and later disclosed termination of the Chiesi collaboration, which had represented all revenue.

Gossamer Bio, Inc. has a significant shareholder group led by Opaleye Management Inc., Opaleye, L.P., and James Silverman. These reporting persons may be deemed to beneficially own 24,942,565 shares of Gossamer Bio common stock.

This position represents 5.10% of the outstanding common stock, based on 488,846,722 shares outstanding as of June 5, 2026. The Fund directly holds 24,141,629 shares, and an additional 800,936 shares are held in a separately managed account. The reporting persons have shared voting and dispositive power over these shares and no sole voting or dispositive power.

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.