Gossamer Bio Seeks Approval for Up to 1.6B Share Issuance — Over 3x Current Outstanding
GOSS sits 51% above its 52-week low of $0.114 on light trading volume (0.2× avg).
Summary
Gossamer Bio is asking shareholders to approve the potential issuance of up to 1.6 billion shares — over 3x the current outstanding — to complete its $250 million structured private placement. CEO and CFO are among the purchasers, and the company faces going-concern and delisting risks if approval fails.
Key Events · Financing and Capital Events · GOSS
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Up to 1.6B Share Issuance Sought
Stockholder approval requested for potential issuance of up to 1,606,953,812 shares of Common Stock upon exercise of Pre-Funded Warrants and FDA Approval Warrants and conversion of Preferred Stock — over 3x the 488,846,722 shares outstanding as of August 25, 2026.
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Second Closing Could Add 1.25B Shares
If the five-day VWAP before the Second Closing falls to $0.10, the Second Closing Pre-Funded Warrants would be exercisable for up to 1,250,000,000 shares, versus 893,495,354 shares at the $0.1399 reference price — a 40% increase in potential dilution.
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CEO and CFO Are Purchasers
CEO Faheem Hasnain and CFO Bryan Giraudo participated in the Initial Closing and committed to Second Closing and FDA Approval Warrant purchases, triggering Nasdaq Rule 5635(c) approval requirements for insider participation.
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4x Liquidation Preference on Preferred Stock
Prior to Stockholder Approval, the Preferred Stock carries a 4x liquidation preference, meaning holders would receive four times the stated value before any payment to common stockholders in a liquidation or change of control.
Analysis · GOSS · Life Sciences
This proxy statement quantifies the full dilution potential of the August 2026 private placement: up to 1,606,953,812 shares of Common Stock could be issued upon exercise of the Pre-Funded Warrants and FDA Approval Warrants and conversion of the Preferred Stock. Against the 488,846,722 shares outstanding as of August 25, 2026, that represents a potential increase of over 3x the current share count. The filing also reveals that CEO Faheem Hasnain and CFO Bryan Giraudo are Purchasers, triggering Nasdaq Rule 5635(c) approval requirements for insider participation. If the five-day VWAP before the Second Closing falls to $0.10, the Second Closing Pre-Funded Warrants alone would be exercisable for up to 1,250,000,000 shares — a 40% increase over the $0.1399 reference scenario. The company's going-concern warning and Nasdaq delisting risk from the Q2 2026 10-Q make this approval critical to its survival: without Stockholder Approval, the Preferred Stock carries a 4x liquidation preference and the company must resubmit the proposal every 90 days, while lock-up restrictions limit financing flexibility. The Second Closing commitments terminate if the NDA Acceptance Milestone does not occur by December 31, 2026.
How filings like this one have moved
In the 30 days to Sep 13, 2026, 42% of the 419 measured filings Wiseek scored 9 moved their stock by 5% or more by the next session's close. The median move was -0.47%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, GOSS was trading at $0.17 on NASDAQ in the Life Sciences sector, with a market capitalization of approximately $85.8M. The 52-week trading range was $0.11 to $3.87. This filing was assessed with negative market sentiment and an importance score of 9 out of 10.