Gossamer Bio Formalizes $25M Series A-1 Preferred Stock with 4X Liquidation Preference and $0.14 Conversion Price

summarizeSummary

Gossamer Bio filed the Certificate of Designation for its Series A-1 Convertible Preferred Stock, formalizing the terms of the $250 million private placement announced August 21. The preferred stock carries a 4X liquidation preference and converts at $0.14 per share, below the current $0.2055 stock price.

check_boxKey Events · Financing and Capital Events · GOSS

• Series A-1 Preferred Stock Designated

  Gossamer Bio filed the Certificate of Designation for 25,000 shares of Series A-1 Convertible Preferred Stock with the Delaware Secretary of State on August 24, 2026, formalizing the previously announced private placement.

• Conversion Price Set at $0.14

  The Series A-1 Preferred Stock converts into common stock at $0.14 per share, a discount to the current stock price of $0.2055. Each $1,000 preferred share converts into approximately 7,142 common shares.

• 4X Liquidation Preference

  Prior to stockholder approval, the Series A-1 Preferred Stock carries a liquidation preference of 4X the $1,000 original per share price, giving preferred holders a $100 million senior claim before common stockholders receive anything.

• Conversion Blocked Until Stockholder Vote

  The Series A-1 Preferred Stock cannot convert until stockholders approve the issuance of the underlying common shares (Requisite Approval). The company must file a preliminary proxy statement within 10 days and resubmit the proposal every 90 days if not approved.

auto_awesomeAnalysis · GOSS · Life Sciences

This 8-K finalizes the terms of the $250 million structured private placement announced on August 21, 2026, by filing the Certificate of Designation for the Series A-1 Convertible Preferred Stock. The key new details are the 25,000 shares of Series A-1 Preferred Stock at $1,000 per share (implying $25 million of preferred stock), an initial conversion price of $0.14 per share, and a 4X liquidation preference that ranks senior to common stock until stockholder approval is obtained. The conversion price of $0.14 is below the current stock price of $0.2055, meaning the preferred stock converts into common stock at a discount to today's market price. The 4X liquidation preference gives the preferred holders a $100 million claim in a liquidation scenario before common stockholders receive anything. The filing also confirms the 9.99% beneficial ownership blocker, which limits any single holder from converting into more than 9.99% of the outstanding common stock. This is a highly dilutive financing structure for a company already facing a going concern warning and Nasdaq delisting risk, but it provides the capital needed to fund seralutinib development.