Gossamer Bio, Inc. 8-K

What Happened
Gossamer Bio filed an 8‑K (June 5, 2026) reporting completion of an exchange offer and related agreements dated June 4, 2026. The company issued $65,174,000 aggregate principal amount of new 7.50% convertible senior secured first‑lien notes due 2030 in exchange for existing convertible notes (90.526% of the old notes were tendered and cancelled on the Early Settlement Date). In the exchange the company also issued 254,150,441 shares of common stock, 33,402,727 prefunded warrants and 135,789,000 purchase warrants to participating holders. The new notes are secured first‑lien obligations, bear interest semiannually, and include conversion, covenant, liquidity and mandatory‑repurchase/convert provisions.

Key Details

• New Convertible Notes: $65,174,000 principal; 7.50% annual interest payable semi‑annually beginning Jan 1, 2027; stated maturity July 1, 2030 (with a springing maturity of Mar 2, 2027 if >$4.0M of existing notes remain).
• Equity and Warrants issued: 254,150,441 common shares; 33,402,727 prefunded warrants (exercise price $0.0001, cashless exercise); 135,789,000 purchase warrants (exercisable Dec 3, 2026–Jun 4, 2031).
• Conversion and pricing: initial maximum conversion rate cited as 7,647.0588 shares per $1,000 (implying up to 498,389,410 shares convertible at initial rate); conversion rate formula tied to a Reference Price (floor/ceiling mechanics between $0.17 and $0.34 and a VWAP calculation). Until stockholder approvals, conversions/exercises will be cash‑settled only.
• Covenants and liquidity test: first‑lien security; incurrence‑based covenants; a minimum liquidity covenant of $40M (tested monthly, commencing fiscal month ending June 30, 2026) that can step down to $20M or $10M or $0 under specified equity‑raise and FDA filing/acceptance conditions.
• Other actions: a supplemental indenture eliminated most restrictive covenants in the existing indenture; participating holders agreed to vote new shares in favor of company proposals and to limited transfer restrictions through the special‑meeting record date.

Why It Matters
This filing shows Gossamer materially restructured a large portion of its debt by converting existing notes into new secured convertible notes plus equity and warrants. For investors, key takeaways are: (1) the company obtained breathing room via a new note structure and potential longer stated maturity but with a springing earlier maturity trigger; (2) the new notes are secured first‑lien and include a $40M minimum liquidity covenant (which can be reduced only after substantial equity raises and FDA milestones), signaling both lender protections and the company’s need for significant cash; and (3) substantial potential dilution exists if notes and warrants convert or are exercised (hundreds of millions of shares potentially issuable under the instruments). Retail investors should watch upcoming stockholder votes (which affect whether conversion/exercise can be settled in shares), any equity raises, FDA filings/acceptances, and actual conversion/exercise activity to assess dilution and the company’s liquidity path.