Gossamer Bio is seeking approval for potential common-stock issuances exceeding 20% of the shares outstanding before its private placement’s initial closing. Approval would allow Warrant exercises and preferred-stock conversions into common shares, while rejection would leave the securities in preferred-stock form and could reduce financing and strategic flexibility.

Key Highlights

  • Gossamer Bio will hold a virtual special meeting on October 27.
  • Gossamer Bio had 6,116,391 common shares outstanding on the record date.
  • The initial closing generated approximately $25.0 million in aggregate gross proceeds.

Gossamer Bio, Inc. (NASDAQ: GOSS) is asking stockholders to authorize potential common-stock issuances that would exceed 20% of the shares outstanding immediately before the private placement’s initial closing. Approval would cover shares tied to pre-funded warrants, FDA Approval Warrants and the conversion of Series A-1, Series A-2 and Series A-3 preferred stock.

Warrant Terms and Stockholder Vote

Gossamer Bio will hold the virtual special meeting on October 27, 2026. Stockholders of record as of September 14, 2026, may vote, with each of the 6,116,391 outstanding common shares carrying one vote on each proposal. The second would permit an adjournment if additional proxies are needed. The board recommends voting for both proposals. At the August 24 initial closing, Gossamer Bio issued pre-funded warrants exercisable for up to 25,000 Series A-1 Preferred Shares before approval, or approximately 2,233,742 common shares after approval. The warrants carried a $11.192 purchase price, based on $11.20 per underlying common share less a $0.008 exercise price, generating approximately $25.0 million in aggregate gross proceeds before fees and expenses. Subject to closing conditions, the second closing would include pre-funded warrants for up to 125,000 Series A-2 preferred shares or approximately 11,168,694 common shares, based on a $11.192 purchase price per warrant. FDA Approval Warrants would also be exercisable for up to 100,000 Series A-3 preferred shares before approval.

Approval Consequences for Existing Holders

Without approval, the warrants would remain exercisable only for the applicable preferred stock, which would not convert into common stock. Approval would increase common shares outstanding and reduce the ownership and voting interests of stockholders who did not participate in the private placement. Gossamer Bio has agreed to register up to approximately 20,086,929 common shares tied to the securities, with that amount increasing if the second-closing warrant price is below $11.192. The purchase agreement restricts certain additional common-stock issuances during the applicable lock-up period.