8-KAccepted Sep 16, 4:05 PM ET
Gossamer Bio Appoints Gregory Ciongoli to Board; Joins Audit Committee
Accepted (ET)
4:05 PM
Sep 16, 2026
Filed
Sep 16, 2026
Documents
13
Size
165.1 KB
Summary
Gossamer Bio Appoints Gregory Ciongoli to Board; Joins Audit Committee
What Happened
Gossamer Bio, Inc. (GOSS) filed an 8-K on September 16, 2026 announcing that the Board appointed Gregory A. Ciongoli as a Class III director, effective September 16, 2026. His initial term expires at the Company’s 2027 annual meeting of stockholders. The Board also named Mr. Ciongoli a member of the Audit Committee and designated him an independent director under Nasdaq rules. The filing incorporates by reference a prior Form 8-K regarding a material definitive agreement dated August 21, 2026, and attaches a company press release as Exhibit 99.1.
Key Details
- Appointment effective: September 16, 2026; term through the 2027 annual meeting.
- Committee role: Member of the Audit Committee.
- Director compensation: $40,000 annual cash retainer for Board service and $7,500 annual cash retainer for Audit Committee service; equity award per the non-employee director program to be determined and granted at a future date.
- Background and affiliations: Founder & Managing Partner of Adiumentum Capital (since April 2024); former Partner at Baupost Group (2007–2024); board seats at REGENXBIO (since Aug 2026), Zymeworks (since Aug 2025) and Atara Biotherapeutics (since Sept 2024; chair since Sept 2025). Education: A.B., Princeton; M.B.A., Harvard Business School.
- PIPE participation: Mr. Ciongoli was a purchaser in the Company’s 2026 private placement (2026 PIPE). His commitments (post-1-for-80 reverse split on Sept 10, 2026) include pre-funded warrants and FDA-approval-related warrants that convert, upon shareholder approval, into approximately 22,337 common shares (initial closing), ~111,687 common shares (second closing, assuming $11.192 price), and ~66,845 common shares (FDA approval warrants), subject to adjustment.
- Legal/other: He entered the Company’s standard Indemnification Agreement (form filed with the S-1 on Dec 21, 2018). The Board stated there is no arrangement or understanding with any other person regarding his appointment.
Why It Matters
For investors, this filing signals the addition of a new independent director with deep investment and public-company board experience who is also a financial stakeholder through the 2026 PIPE. His Audit Committee membership is relevant for financial oversight and governance. Compensation and future equity awards align him with other non-employee directors, and his role is short-term pending the 2027 annual meeting. The filing also reiterates his PIPE investments and the impact of the recent 1-for-80 reverse stock split on the number of shares/warrants referenced.