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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Regulation FD Disclosure. On June 17, 2026, Gossamer Bio, Inc. (“Gossamer” or the “Company”) issued a press release announcing the final tender results for the Company’s previously announced exchange offer (the “Exchange Offer”) to exchange any and all of its 5.00% Convertible Senior Notes due 2027 (the “Existing Convertible Notes”) for a pro rata portion of (i) up to $72.0 million in aggregate principal amount of its new 7.50% Convertible Senior Secured First Lien Notes due 2030, (ii) up to…
Entry into a Material Definitive Agreement. New Convertible Notes Indenture The New Convertible Notes delivered in exchange for the Early Tendered Notes were, and any New Convertible Notes delivered in exchange for remaining Existing Convertible Notes that are validly tendered in the Exchange Offer following the Extended Early Tender Date and at or prior to the Expiration Deadline will be, issued pursuant to an indenture, dated as of June 4, 2026 (the “New Convertible Notes Indenture”), by an…
Termination of a Material Definitive Agreement. Cancellation of Existing Convertible Notes Tendered in Exchange Offer On the Early Settlement Date, the Company caused the Early Tendered Notes accepted for exchange to be delivered to the Existing Convertible Notes Trustee for cancellation. The Early Tendered Notes represented 90.526% of the previously outstanding Existing Convertible Notes. The information set forth in the Explanatory Note and in
Unregistered Sales of Equity Securities. In connection with the Exchange Offer, on the Early Settlement Date, in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder, the Company issued $65,174,000 in aggregate principal amount of New Convertible Notes, 254,150,441 shares of its Common Stock, 33,402,727 Prefunded Warrants and 135,789,000 Purchase Warrants to eligible holders…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. The information set forth in the Explanatory Note and in
Regulation FD Disclosure. On June 3, 2026, the Company issued a press release announcing the early tender results and its election to accept for exchange the Early Tendered Notes in the Exchange Offer and Consent Solicitation. The full text of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information contained or incorporated herein, including the press release attached as Exhibit 99.1,…
Other Events On June 2, 2026, the Company issued a press release announcing the extension of the early tender deadline of its previously announced exchange offer (the “Exchange Offer”) and consent solicitation (“Consent Solicitation”) to 5:00 p.m., New York City time, on June 2, 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference as if set forth in full. * * * Note Regarding Forward-Looking Statements The Company caution…
Entry into a Material Definitive Agreement. Transaction Support Agreement On May 18, 2026, the Company entered into a transaction support agreement (the “Transaction Support Agreement”) with certain beneficial owners or nominees, investment managers or advisors for beneficial holders of the Existing Convertible Notes who hold approximately 75.2% of the aggregate principal amount of the Existing Convertible Notes (the “Supporting Noteholders”). Pursuant to the Transaction Support Agreement, th…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Restated Equity Plan In connection with the Transactions, the Board has approved an amendment and restatement of the Company’s 2019 Incentive Award Plan (the “Restated Plan”) to increase the number of shares of Common Stock authorized for issuance thereunder, effective May 18, 2026 (the “Restated Plan Effective Date”), subject to the occurrence of…
Results of Operations and Financial Condition. On May 18, 2026, the Company issued a press release reporting its financial results for the quarter ended March 31, 2026. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information contained or incorporated herein, including the press release attached as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securit…
* * * Important Information and Where to Find It This Current Report on Form 8-K is being made in respect of certain Stockholder Proposals arising out of the Exchange Offer and the Transaction Support Agreement. The Stockholder Proposals will be submitted to the Company’s stockholders for their consideration and approval at a special meeting of the Company’s stockholders. In connection with the Stockholder Proposals, the Company will file with the SEC a proxy statement on Schedule 14A (the “P…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 8, 2026, Gossamer Bio, Inc. (the “Company”) received a written notice from the staff (the “Staff”) of the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”), notifying the Company that, for the 30 consecutive business day period between February 24, 2026 through April 7, 2026, the Company’s common stock, $0.0001 par value per share (the “Common Stock”), had not ma…
Results of Operations and Financial Condition. On March 17, 2026 , Gossamer Bio, Inc. (the “Company”) issued a press release reporting its financial results for the quarter and fiscal year ended December 31, 2025. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information contained or incorporated herein, including the press release attached as Exhibit 99.1, shall not be deemed “fil…
Other Events. On February 23, 2026, Gossamer Bio, Inc. (the “Company” or “Gossamer”) announced topline results from its Phase 3 PROSERA study of seralutinib in patients with pulmonary arterial hypertension (PAH). Seralutinib is an investigational, inhaled tyrosine kinase inhibitor targeting PDGFR, CSF1R, and c-KIT, delivered via dry powder inhalation for the treatment of pulmonary arterial hypertension. The Phase 3 PROSERA Study enrolled 390 patients with WHO Functional Class (FC) II or III P…
Results of Operations and Financial Condition. On November 5, 2025, Gossamer Bio, Inc. (the “Company”) issued a press release reporting its financial results for the quarter ended September 30, 2025. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information contained or incorporated herein, including the press release attached as Exhibit 99.1, shall not be deemed “filed” for purpos…
Unregistered Sales of Equity Securities. On September 24, 2025, Gossamer Bio, Inc. (the “Company”) entered into that certain Option Agreement and Plan of Merger and Reorganization (the “Agreement”) pursuant to which the Company was granted the right, but in no circumstances the obligation, to acquire Respira Therapeutics, Inc. (“Respira”) via a merger (the “Company Merger Option”) with Prana Bio, Inc. (“Prana”), the 100% owner of Respira. The Company Merger Option will remain exercisable unti…
Results of Operations and Financial Condition. On August 5, 2025, Gossamer Bio, Inc. (the “Company”) issued a press release reporting its financial results for the quarter ended June 30, 2025. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information contained or incorporated herein, including the press release attached as Exhibit 99.1, shall not be deemed “filed” for purposes of S…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The 2025 annual meeting of stockholders of Gossamer Bio, Inc. (the “Company”) was held on June 25, 2025 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Amended and Restated 2019 Incentive Award Plan (the “Amended and Restated 2019 Plan”). The Amended and Restated 2019 Plan was approved by the Company’s Board o…
Results of Operations and Financial Condition. On May 15, 2025, Gossamer Bio, Inc. (the “Company”) issued a press release reporting its financial results for the quarter ended March 31, 2025. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information contained or incorporated herein, including the press release attached as Exhibit 99.1, shall not be deemed “filed” for purposes of Se…
Results of Operations and Financial Condition. On March 13, 2025 , Gossamer Bio, Inc. (the “Company”) issued a press release reporting its financial results for the quarter and fiscal year ended December 31, 2024. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information contained or incorporated herein, including the press release attached as Exhibit 99.1, shall not be deemed “fil…
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