aibioGossamer Bio exchanges $181,052,000 of 2027 convertible notes
Tickers GOSS
Gossamer Bio says holders of 90.526% of its 2027 convertible notes tendered early, and the company expects to issue $65,174,000 of new 7.50% secured convertible notes due 2030 at early settlement. The exchange also strips most covenants from the old indenture.
Key facts
- Company
- Gossamer Bio, Inc. (NASDAQ: GOSS)
- News type
- Debt Financing
- Primary source
- SEC EDGAR
The early tender and the lower threshold
Gossamer Bio, Inc. (Nasdaq: GOSS) announced early tender results on June 3, 2026 for its exchange offer for 5.00% Convertible Senior Notes due 2027. Holders validly tendered $181,052,000 of principal as of 5:00 p.m. New York City time on June 2, 2026, which is 90.526% of the outstanding principal. The offer had required 98% of the principal to be tendered. The company and the required supporting noteholders agreed to lower that minimum to 90.5%, and the company then elected to accept the early tendered notes. Early settlement was expected on June 4.
What holders receive
Holders who tendered receive a pro rata share of up to $72.0 million of new 7.50% Convertible Senior Secured First Lien Notes due 2030, plus common stock or prefunded warrants and, for early tenders, purchase warrants. The equity is capped at 317,647,058 shares in total. Where a holder would own more than 9.99% of the common stock, prefunded warrants replace the shares.
At early settlement the company expects to issue $65,174,000 of new notes, 254,150,441 new shares, 33,402,727 prefunded warrants and 135,789,000 purchase warrants. Those shares and warrants add to potential dilution.
The covenant changes
The company also solicited consents to amend the indenture for the existing 2027 notes. The proposed amendments would eliminate substantially all restrictive covenants in that indenture, along with certain events of default and related provisions. The company said it had obtained enough consents, and the amendments take effect on the early settlement date. The release does not state how much of the old issue will remain outstanding under the weakened indenture. The offer is open only to qualified institutional buyers.
Deadlines for the remaining holders
Holders who did not tender early can do so until 5:00 p.m. New York City time on June 16, 2026, unless the offer is extended. The withdrawal deadline passed at 5:00 p.m. on June 1, 2026, so tenders can no longer be withdrawn except where the law requires. Final settlement, if any, is currently expected on June 18, 2026.
Early tendering holders also agreed not to transfer their new shares until the record date of the special meeting, 5:00 p.m. on June 5, 2026.
The business and its pivotal data
Gossamer is a clinical-stage company focused on seralutinib for pulmonary arterial hypertension and for pulmonary hypertension associated with interstitial lung disease. Its annual report, filed March 17, 2026, says topline results from the Phase 3 PROSERA study were announced in February 2026. The company is completing in-depth analyses of that dataset, seeking FDA feedback on regulatory paths.
The company says it believes seralutinib shows a risk-benefit profile that supports continued regulatory dialogue. It has paused SERANATA enrollment and says it is evaluating strategic options and alternatives for these convertible notes. The annual report text cited here does not state PROSERA's primary endpoint result. It points instead to "general consistency across endpoints and within higher risk subgroups" across PROSERA and TORREY. Whether to submit a new drug application depends on those analyses and FDA feedback.
Revenue, losses and cash
Revenue was $48.5 million in 2025, against $114.7 million in 2024. Research and development expense rose to $174.1 million from $138.5 million. The net loss was $170.4 million in 2025, compared with $56.5 million in 2024. Cash used in operations was $171.3 million in 2025, compared with $3.5 million in 2024.
At the end of 2024 the company held $46.1 million in cash and cash equivalents and $248.4 million in short-term investments, and the annual report figures cited here give no later balance.
Who is named
Cantor Fitzgerald & Co. is the company's exclusive capital markets and financial advisor, sole dealer manager and sole solicitation agent. D.F. King & Co., Inc. is the exchange agent and information agent. Latham & Watkins LLP is legal counsel to the company, Akin Gump Strauss Hauer & Feld LLP is counsel to certain holders party to the transaction support agreement, and DLA Piper LLP (US) is counsel to the dealer manager. The release mentions no new cash proceeds and does not describe the collateral securing the new notes.