Gossamer Bio Announces $25M Initial Private Placement; Up to $125M Contingent

What Happened

• Gossamer Bio (GOSS) filed an 8‑K on August 21, 2026 disclosing a securities purchase agreement for a two‑part private placement. The Initial Closing is expected on August 24, 2026 and will raise approximately $25.0 million in gross proceeds through the sale of pre‑funded warrants (price per pre‑funded warrant $0.1399). Purchasers include certain executive officers and directors.
• A Second Closing is conditioned on the FDA’s acceptance of the company’s New Drug Application (NDA) for seralutinib in 2026. If the NDA Acceptance Milestone occurs, the Second Closing is expected to raise about $125.0 million in gross proceeds (assuming no exercise of the FDA Approval Warrants). Separate FDA Approval Warrants, exercisable only upon FDA approval of the NDA, could, if exercised in full, generate about $100.0 million more.
• The issuance of common shares upon exercise of the warrants or conversion of the related preferred stock requires stockholder approval (the company will file a preliminary proxy within 10 days after the Initial Closing). Placement agents are Leerink Partners LLC and Cantor Fitzgerald & Co.

Key Details

• Initial Closing: ~ $25.0M gross proceeds; expected August 24, 2026; pre‑funded warrants priced at $0.1399 each (exercise price $0.0001).
• Second Closing: contingent on FDA NDA acceptance in 2026; expected ~ $125.0M gross proceeds (assumes no exercise of FDA Approval Warrants).
• FDA Approval Warrants: exercisable only upon FDA approval of seralutinib; max aggregate exercise price ~ $100.0M; expire earlier of ~30 days after notice of approval or five years from issuance.
• Stockholder approval required to register/resell common shares issuable on exercise/conversion; company to file proxy within 10 days of Initial Closing and a registration statement within 30 days after stockholder approval.

Why It Matters

• Financing supports the clinical development and potential commercialization of seralutinib (PAH and PH‑ILD) and is intended to extend the company’s cash runway; the filing states proceeds plus existing cash are intended to fund operations into 2028.
• The second tranche and the exercisability of approval warrants depend on regulatory milestones (NDA acceptance and FDA approval) and stockholder approval, so the additional capital is not guaranteed.
• If stockholders approve the issuances and warrants are exercised or preferred stock converts, existing shareholders will face meaningful dilution. Before stockholder approval, issued preferred shares carry a liquidation preference (4x stated value) and limited voting rights; they convert automatically to common shares once approval is obtained.
• Investors should note milestone and approval risk (regulatory and shareholder votes) are central to the financing structure and its ultimate impact on the company’s capital structure.