{"success":true,"data":{"pressRelease":{"id":"53608","rtpr_id":"nBw5PWWMLa","ticker":"GOSS","exchange":"NASDAQ","all_tickers":["GOSS"],"title":"Gossamer Bio, Inc. Announces Early Tender Results and Early Settlement for Exchange Offer and Consent Solicitation with Respect to Existing Convertible Notes","author":"Business Wire","published_at":"2026-06-03T12:00:02.096Z","article_body":"Gossamer Bio, Inc. Announces Early Tender Results and Early Settlement for\nExchange Offer and Consent Solicitation with Respect to Existing Convertible\nNotes\n\nGossamer Bio, Inc. (NASDAQ: GOSS) (the “Company” or “Gossamer”), a\nbiopharmaceutical company focused on the development and commercialization of\nseralutinib for the treatment of pulmonary arterial hypertension (PAH) and\npulmonary hypertension associated with interstitial lung disease (PH-ILD),\ntoday announced the early tender results of its previously announced exchange\noffer (the “Exchange Offer”) to exchange any and all of its 5.00%\nConvertible Senior Notes due 2027 (the “Existing Convertible Notes”) for a\npro rata portion of (i) up to $72.0 million in aggregate principal amount of\nits new 7.50% Convertible Senior Secured First Lien Notes due 2030 (the “New\nConvertible Notes”), (ii) up to 317,647,058 shares of its common stock (the\n“Common Stock”) or, in lieu of issuing shares of Common Stock to the\nextent such shares would cause any Eligible Holder (as defined below) to\nbeneficially own greater than 9.99% of the outstanding Common Stock, prefunded\nwarrants to purchase shares of Common Stock (the “Prefunded Warrants” and,\ntogether with the Common Stock, the “Equity Securities”) and (iii) with\nrespect to Eligible Holders who tender prior to the Extended Early Tender Date\n(as defined below), warrants to purchase shares of Common Stock (the\n“Purchase Warrants” and, together with the New Convertible Notes and\nEquity Securities, the “Offered Securities”).\n\nAs of 5:00 p.m., New York City time, on June 2, 2026 (the “Extended Early\nTender Date”), based on information provided by D.F. King & Co., Inc.,\nwhich is acting as the exchange agent and information agent for the Exchange\nOffer (the “Exchange Agent”), $181,052,000 in aggregate principal amount\nof Existing Convertible Notes was validly tendered in the Exchange Offer and\nnot validly withdrawn (such notes, the “Early Tendered Notes”) and related\nconsents to the Proposed Amendments (as defined below) were validly delivered\nand not validly withdrawn as of such time. The Early Tendered Notes represent\n90.526% of the aggregate outstanding principal amount of Existing Convertible\nNotes. The Company and the Required Supporting Noteholders have agreed to\namend the condition to the Exchange Offer that a minimum of 98% of the\naggregate principal amount of Existing Convertible Notes be validly tendered\nto a minimum of 90.5% of the aggregate principal amount of Existing\nConvertible Notes be validly tendered. As a result, the Company also announced\nthat it has elected to accept for exchange the Early Tendered Notes (the\n“Early Settlement”), with settlement expected to occur on June 4, 2026\n(the “Early Settlement Date”), the second business day immediately\nfollowing the Extended Early Tender Date. The following table describes the\nearly tender results at 5:00 p.m., New York City time, on June 2, 2026 (which\nis the Extended Early Tender Date of the Exchange Offer and the Consent\nSolicitation, as defined below) as well as the Offered Securities expected to\nbe issued at the Early Settlement:\n Title                                    Aggregate Principal Amount of Existing Convertible Notes Tendered and     Percentage of Existing Convertible Notes  Aggregate Principal Amount of New Convertible Notes Expected  Number of New Shares Expected  Number of Prefunded Warrants Expected  Number of Purchase Warrants Expected  \n                                          \nAccepted                                                                 \nTendered and                             \nto be Issued                                                 \nto be Issued                  \nto be Issued                          \nto be Issued                         \n                                                                                                                    \nAccepted                                                                                                                                                                                                           \n 5.00% Convertible Senior Notes due 2027  $                                    181,052,000                          90.526%                                   $ 65,174,000                                                  254,150,441                    33,402,727                             135,789,000                           \n\n\nIn addition, holders of Early Tendered Notes accepted for exchange will\nreceive accrued and unpaid interest on such Early Tendered Notes from, and\nincluding, the most recent interest payment date to, but excluding, the Early\nSettlement Date.\n\nBy tendering Existing Convertible Notes in the Exchange Offer, each\nparticipating holder of Existing Convertible Notes is deemed to have agreed to\nsubstantially the same terms as those in the voting agreements entered into by\nthe Supporting Noteholders, which includes having agreed with the Company that\nfrom and after the Early Settlement Date and until 5:00 p.m., New York City\ntime, on June 5, 2026, which is the record date of the special meeting to be\nheld following the Exchange Offer, it will not transfer, sell, exchange,\nassign or convey any legal or beneficial ownership interest in, or any right,\ntitle or interest therein (including any right or power to vote), or otherwise\ndispose of (whether by sale, liquidation, dissolution, dividend, distribution\nor otherwise) any New Shares, or enter into any contract, option, or other\nagreement with respect to any of the foregoing.\n\nSimultaneously with the Exchange Offer, the Company solicited consents (the\n“Consent Solicitation”) from holders of the Existing Convertible Notes to\nadopt certain proposed amendments (the “Proposed Amendments”) to the\nindenture governing the Existing Convertible Notes (the “Existing\nConvertible Notes Indenture”). The Proposed Amendments will eliminate\nsubstantially all of the restrictive covenants in the Existing Convertible\nNotes Indenture as well as certain events of default and related provisions\napplicable to the Existing Convertible Notes. As of 5:00 p.m., New York City\ntime, on the Extended Early Tender Date, the Company had obtained sufficient\nconsents to effectuate the Proposed Amendments. As a result, the Proposed\nAmendments will become effective upon the Early Settlement Date.\n\nFor the remaining holders of Existing Convertible Notes that did not tender\ntheir Existing Convertible Notes prior to the Extended Early Tender Date, the\nExchange Offer will expire at 5:00 p.m., New York City time, on June 16, 2026\n(such time and date, as the same may be extended, the “Expiration\nDeadline”), unless extended or earlier terminated. The withdrawal deadline\nfor the Exchange Offer and Consent Solicitation occurred at 5:00 p.m., New\nYork City time, on June 1, 2026 (the “Withdrawal Deadline”). As a result,\nand because the Withdrawal Deadline is not being extended, tenders of the\nExisting Convertible Notes and related consents may no longer be withdrawn,\nexcept in limited circumstances where additional withdrawal rights are\nrequired by law. If all conditions to the Exchange Offer have been or are\nconcurrently satisfied or waived at or prior to the Expiration Deadline,\nunless extended, the Company will accept for exchange any remaining Existing\nConvertible Notes that were validly tendered in the Exchange Offer following\nthe Extended Early Tender Date and at or prior to the Expiration Deadline, and\nnot validly withdrawn at or prior to the Withdrawal Deadline (the date of such\nexchange, the “Final Settlement Date”). The Final Settlement Date, if any,\nwill be promptly after the Expiration Deadline and is currently expected to\noccur on June 18, 2026, the second business day immediately following the\nExpiration Deadline. Except as set forth herein, all other terms and\nconditions of the Exchange Offer and Consent Solicitation remain unchanged as\nset forth in the offering memorandum relating to the Exchange Offer and\nConsent Solicitation (the “Offering Memorandum”).\n\nThe Exchange Offer and Consent Solicitation may each be amended or extended at\nany time prior to the Expiration Deadline and for any reason, and may be\nterminated or withdrawn if any of the conditions of the Exchange Offer and\nConsent Solicitation are not satisfied or waived by the Expiration Deadline\n(as it may be extended), subject to applicable law and, if applicable, the\nterms of the Transaction Support Agreement. Subject to applicable law and, if\napplicable, the terms of the Transaction Support Agreement, the Company may\nextend the Expiration Deadline at any time.\n\nThe New Convertible Notes, Purchase Warrants, Prefunded Warrants and shares of\nCommon Stock offered in the Exchange Offer are being offered only to holders\nof Existing Convertible Notes that are “qualified institutional buyers” as\ndefined in Rule 144A under the Securities Act (“Eligible Holders”).\n\nCantor Fitzgerald & Co. is acting as exclusive capital markets and\nfinancial advisor, sole dealer manager and sole solicitation agent to the\nCompany (the “Dealer Manager”) in connection with the Exchange Offer and\nConsent Solicitation. D.F. King & Co., Inc. is acting as the exchange\nagent and the information agent (the “Exchange Agent”) in connection with\nthe Exchange Offer and Consent Solicitation. Questions concerning the Exchange\nOffer and Consent Solicitation may be directed to the Dealer Manager at 110\nEast 59th Street, New York, NY 10022, email: elcm@cantor.com\n(mailto:elcm@cantor.com) or to the Exchange Agent at 28 Liberty Street, 53rd\nFloor, New York, NY 10005, tel: (866) 620-9554 or (646) 582-7109, e-mail:\ngoss@dfking.com (mailto:goss@dfking.com) . The eligibility letter is available\nelectronically at: www.dfking.com/goss\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.dfking.com%2Fgoss&esheet=54546805&newsitemid=20260603588950&lan=en-US&anchor=www.dfking.com%2Fgoss&index=1&md5=2410ecb3b44473647009b94a70e2a121)\n. Eligible Holders should also consult their broker, dealer, commercial bank,\ntrust company or other institution for assistance concerning the Exchange\nOffer and Consent Solicitation. Latham & Watkins LLP is acting as legal\ncounsel to the Company in connection with the Exchange Offer and Consent\nSolicitation. Akin Gump Strauss Hauer & Feld LLP is acting as legal\ncounsel to certain holders of Existing Convertible Notes that are party to the\nTransaction Support Agreement. DLA Piper LLP (US) is acting as legal counsel\nto the Dealer Manager for the Exchange Offer and Consent Solicitation.\n\nOnly Eligible Holders may receive a copy of the Offering Memorandum and\nparticipate in the Exchange Offer and Consent Solicitation. None of the\nCompany, the Dealer Manager, the Exchange Agent, any trustee or collateral\nagent for the Existing Convertible Notes or New Convertible Notes, or any\naffiliate of any of them makes any recommendation as to whether any Eligible\nHolder of Existing Convertible Notes should exchange or refrain from\nexchanging the principal amount of such Eligible Holder's Existing Convertible\nNotes in the Exchange Offer or submit consents in the Consent Solicitation. No\none has been authorized by any of them to make such a recommendation. Eligible\nHolders must make their own decision whether to tender Existing Convertible\nNotes in the Exchange Offer or submit consents in the Consent Solicitation. No\nEligible Holder may tender less than all of its Existing Convertible Notes in\nthe Exchange Offer.\n\nThe offering, issuance and sale of the Offered Securities has not been, and\nwill not be, registered under the Securities Act of 1933, as amended, or any\nother securities laws. This press release shall not constitute an offer to\nsell, or the solicitation of an offer to buy, the New Convertible Notes,\nshares of Common Stock (or Prefunded Warrants) and Purchase Warrants offered\nin the Exchange Offer, the shares of Common Stock issuable upon conversion of\nthe New Convertible Notes, Prefunded Warrants or Purchase Warrants, the\nExisting Convertible Notes or any other securities, nor will there be any sale\nof such securities or any other securities, in any state or other jurisdiction\nin which such offer, sale or solicitation would be unlawful.\n\nAbout Gossamer Bio\n\nGossamer Bio is a biopharmaceutical company focused on the development of\ntreatments for pulmonary hypertension. Its goal is to be an industry leader\nin, and to enhance the lives of patients living with, pulmonary hypertension.\n\nGossamer Bio Forward Looking Statements\n\nThe Company cautions you that statements contained in this press release\nregarding matters that are not historical facts are forward-looking\nstatements. These statements are based on the Company’s current beliefs and\nexpectations. Such forward-looking statements include, but are not limited to,\nstatements regarding: the Company’s Exchange Offer and Consent Solicitation\nrelating to its Existing Convertible Notes, including the timing and\nanticipated benefits thereof; and the Company’s ability to consummate the\nExchange Offer. The inclusion of forward-looking statements should not be\nregarded as a representation by Gossamer that any of its plans will be\nachieved. Actual results may differ from those set forth in this press release\ndue to the risks and uncertainties inherent in Gossamer’s business,\nincluding, without limitation: the Company may not be able to complete the\nExchange Offer on the anticipated timeline or at all, and the Company may not\nrealize the anticipated benefits therefrom; and other risks described in the\nCompany’s prior press releases and the Company’s filings with the\nSecurities and Exchange Commission (SEC), including under the heading “Risk\nFactors” in the Company’s annual report on Form 10-K and any subsequent\nfilings with the SEC. You are cautioned not to place undue reliance on these\nforward-looking statements, which speak only as of the date hereof, and\nGossamer undertakes no obligation to update such statements to reflect events\nthat occur or circumstances that exist after the date hereof. All\nforward-looking statements are qualified in their entirety by this cautionary\nstatement, which is made under the safe harbor provisions of the Private\nSecurities Litigation Reform Act of 1995.\n\n\n\nView source version on businesswire.com:\nhttps://www.businesswire.com/news/home/20260603588950/en/\n(https://www.businesswire.com/news/home/20260603588950/en/)\n\nFor Investors and Media: \n\nBryan Giraudo, Chief Financial Officer & Chief Operating Officer\n\nGossamer Bio Investor Relations\n\nir@gossamerbio.com (mailto:ir@gossamerbio.com)\n\n\nCopyright Business Wire 2026","article_body_html":"","raw_payload":{"data":{"id":"nBw5PWWMLa","title":"Gossamer Bio, Inc. Announces Early Tender Results and Early Settlement for Exchange Offer and Consent Solicitation with Respect to Existing Convertible Notes","author":"Business Wire","ticker":"GOSS","created":"2026-06-03T12:00:02.096Z","tickers":["GOSS"],"exchange":"NASDAQ","article_body":"Gossamer Bio, Inc. Announces Early Tender Results and Early Settlement for\nExchange Offer and Consent Solicitation with Respect to Existing Convertible\nNotes\n\nGossamer Bio, Inc. (NASDAQ: GOSS) (the “Company” or “Gossamer”), a\nbiopharmaceutical company focused on the development and commercialization of\nseralutinib for the treatment of pulmonary arterial hypertension (PAH) and\npulmonary hypertension associated with interstitial lung disease (PH-ILD),\ntoday announced the early tender results of its previously announced exchange\noffer (the “Exchange Offer”) to exchange any and all of its 5.00%\nConvertible Senior Notes due 2027 (the “Existing Convertible Notes”) for a\npro rata portion of (i) up to $72.0 million in aggregate principal amount of\nits new 7.50% Convertible Senior Secured First Lien Notes due 2030 (the “New\nConvertible Notes”), (ii) up to 317,647,058 shares of its common stock (the\n“Common Stock”) or, in lieu of issuing shares of Common Stock to the\nextent such shares would cause any Eligible Holder (as defined below) to\nbeneficially own greater than 9.99% of the outstanding Common Stock, prefunded\nwarrants to purchase shares of Common Stock (the “Prefunded Warrants” and,\ntogether with the Common Stock, the “Equity Securities”) and (iii) with\nrespect to Eligible Holders who tender prior to the Extended Early Tender Date\n(as defined below), warrants to purchase shares of Common Stock (the\n“Purchase Warrants” and, together with the New Convertible Notes and\nEquity Securities, the “Offered Securities”).\n\nAs of 5:00 p.m., New York City time, on June 2, 2026 (the “Extended Early\nTender Date”), based on information provided by D.F. King & Co., Inc.,\nwhich is acting as the exchange agent and information agent for the Exchange\nOffer (the “Exchange Agent”), $181,052,000 in aggregate principal amount\nof Existing Convertible Notes was validly tendered in the Exchange Offer and\nnot validly withdrawn (such notes, the “Early Tendered Notes”) and related\nconsents to the Proposed Amendments (as defined below) were validly delivered\nand not validly withdrawn as of such time. The Early Tendered Notes represent\n90.526% of the aggregate outstanding principal amount of Existing Convertible\nNotes. The Company and the Required Supporting Noteholders have agreed to\namend the condition to the Exchange Offer that a minimum of 98% of the\naggregate principal amount of Existing Convertible Notes be validly tendered\nto a minimum of 90.5% of the aggregate principal amount of Existing\nConvertible Notes be validly tendered. As a result, the Company also announced\nthat it has elected to accept for exchange the Early Tendered Notes (the\n“Early Settlement”), with settlement expected to occur on June 4, 2026\n(the “Early Settlement Date”), the second business day immediately\nfollowing the Extended Early Tender Date. The following table describes the\nearly tender results at 5:00 p.m., New York City time, on June 2, 2026 (which\nis the Extended Early Tender Date of the Exchange Offer and the Consent\nSolicitation, as defined below) as well as the Offered Securities expected to\nbe issued at the Early Settlement:\n Title                                    Aggregate Principal Amount of Existing Convertible Notes Tendered and     Percentage of Existing Convertible Notes  Aggregate Principal Amount of New Convertible Notes Expected  Number of New Shares Expected  Number of Prefunded Warrants Expected  Number of Purchase Warrants Expected  \n                                          \nAccepted                                                                 \nTendered and                             \nto be Issued                                                 \nto be Issued                  \nto be Issued                          \nto be Issued                         \n                                                                                                                    \nAccepted                                                                                                                                                                                                           \n 5.00% Convertible Senior Notes due 2027  $                                    181,052,000                          90.526%                                   $ 65,174,000                                                  254,150,441                    33,402,727                             135,789,000                           \n\n\nIn addition, holders of Early Tendered Notes accepted for exchange will\nreceive accrued and unpaid interest on such Early Tendered Notes from, and\nincluding, the most recent interest payment date to, but excluding, the Early\nSettlement Date.\n\nBy tendering Existing Convertible Notes in the Exchange Offer, each\nparticipating holder of Existing Convertible Notes is deemed to have agreed to\nsubstantially the same terms as those in the voting agreements entered into by\nthe Supporting Noteholders, which includes having agreed with the Company that\nfrom and after the Early Settlement Date and until 5:00 p.m., New York City\ntime, on June 5, 2026, which is the record date of the special meeting to be\nheld following the Exchange Offer, it will not transfer, sell, exchange,\nassign or convey any legal or beneficial ownership interest in, or any right,\ntitle or interest therein (including any right or power to vote), or otherwise\ndispose of (whether by sale, liquidation, dissolution, dividend, distribution\nor otherwise) any New Shares, or enter into any contract, option, or other\nagreement with respect to any of the foregoing.\n\nSimultaneously with the Exchange Offer, the Company solicited consents (the\n“Consent Solicitation”) from holders of the Existing Convertible Notes to\nadopt certain proposed amendments (the “Proposed Amendments”) to the\nindenture governing the Existing Convertible Notes (the “Existing\nConvertible Notes Indenture”). The Proposed Amendments will eliminate\nsubstantially all of the restrictive covenants in the Existing Convertible\nNotes Indenture as well as certain events of default and related provisions\napplicable to the Existing Convertible Notes. As of 5:00 p.m., New York City\ntime, on the Extended Early Tender Date, the Company had obtained sufficient\nconsents to effectuate the Proposed Amendments. As a result, the Proposed\nAmendments will become effective upon the Early Settlement Date.\n\nFor the remaining holders of Existing Convertible Notes that did not tender\ntheir Existing Convertible Notes prior to the Extended Early Tender Date, the\nExchange Offer will expire at 5:00 p.m., New York City time, on June 16, 2026\n(such time and date, as the same may be extended, the “Expiration\nDeadline”), unless extended or earlier terminated. The withdrawal deadline\nfor the Exchange Offer and Consent Solicitation occurred at 5:00 p.m., New\nYork City time, on June 1, 2026 (the “Withdrawal Deadline”). As a result,\nand because the Withdrawal Deadline is not being extended, tenders of the\nExisting Convertible Notes and related consents may no longer be withdrawn,\nexcept in limited circumstances where additional withdrawal rights are\nrequired by law. If all conditions to the Exchange Offer have been or are\nconcurrently satisfied or waived at or prior to the Expiration Deadline,\nunless extended, the Company will accept for exchange any remaining Existing\nConvertible Notes that were validly tendered in the Exchange Offer following\nthe Extended Early Tender Date and at or prior to the Expiration Deadline, and\nnot validly withdrawn at or prior to the Withdrawal Deadline (the date of such\nexchange, the “Final Settlement Date”). The Final Settlement Date, if any,\nwill be promptly after the Expiration Deadline and is currently expected to\noccur on June 18, 2026, the second business day immediately following the\nExpiration Deadline. Except as set forth herein, all other terms and\nconditions of the Exchange Offer and Consent Solicitation remain unchanged as\nset forth in the offering memorandum relating to the Exchange Offer and\nConsent Solicitation (the “Offering Memorandum”).\n\nThe Exchange Offer and Consent Solicitation may each be amended or extended at\nany time prior to the Expiration Deadline and for any reason, and may be\nterminated or withdrawn if any of the conditions of the Exchange Offer and\nConsent Solicitation are not satisfied or waived by the Expiration Deadline\n(as it may be extended), subject to applicable law and, if applicable, the\nterms of the Transaction Support Agreement. Subject to applicable law and, if\napplicable, the terms of the Transaction Support Agreement, the Company may\nextend the Expiration Deadline at any time.\n\nThe New Convertible Notes, Purchase Warrants, Prefunded Warrants and shares of\nCommon Stock offered in the Exchange Offer are being offered only to holders\nof Existing Convertible Notes that are “qualified institutional buyers” as\ndefined in Rule 144A under the Securities Act (“Eligible Holders”).\n\nCantor Fitzgerald & Co. is acting as exclusive capital markets and\nfinancial advisor, sole dealer manager and sole solicitation agent to the\nCompany (the “Dealer Manager”) in connection with the Exchange Offer and\nConsent Solicitation. D.F. King & Co., Inc. is acting as the exchange\nagent and the information agent (the “Exchange Agent”) in connection with\nthe Exchange Offer and Consent Solicitation. Questions concerning the Exchange\nOffer and Consent Solicitation may be directed to the Dealer Manager at 110\nEast 59th Street, New York, NY 10022, email: elcm@cantor.com\n(mailto:elcm@cantor.com) or to the Exchange Agent at 28 Liberty Street, 53rd\nFloor, New York, NY 10005, tel: (866) 620-9554 or (646) 582-7109, e-mail:\ngoss@dfking.com (mailto:goss@dfking.com) . The eligibility letter is available\nelectronically at: www.dfking.com/goss\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.dfking.com%2Fgoss&esheet=54546805&newsitemid=20260603588950&lan=en-US&anchor=www.dfking.com%2Fgoss&index=1&md5=2410ecb3b44473647009b94a70e2a121)\n. Eligible Holders should also consult their broker, dealer, commercial bank,\ntrust company or other institution for assistance concerning the Exchange\nOffer and Consent Solicitation. Latham & Watkins LLP is acting as legal\ncounsel to the Company in connection with the Exchange Offer and Consent\nSolicitation. Akin Gump Strauss Hauer & Feld LLP is acting as legal\ncounsel to certain holders of Existing Convertible Notes that are party to the\nTransaction Support Agreement. DLA Piper LLP (US) is acting as legal counsel\nto the Dealer Manager for the Exchange Offer and Consent Solicitation.\n\nOnly Eligible Holders may receive a copy of the Offering Memorandum and\nparticipate in the Exchange Offer and Consent Solicitation. None of the\nCompany, the Dealer Manager, the Exchange Agent, any trustee or collateral\nagent for the Existing Convertible Notes or New Convertible Notes, or any\naffiliate of any of them makes any recommendation as to whether any Eligible\nHolder of Existing Convertible Notes should exchange or refrain from\nexchanging the principal amount of such Eligible Holder's Existing Convertible\nNotes in the Exchange Offer or submit consents in the Consent Solicitation. No\none has been authorized by any of them to make such a recommendation. Eligible\nHolders must make their own decision whether to tender Existing Convertible\nNotes in the Exchange Offer or submit consents in the Consent Solicitation. No\nEligible Holder may tender less than all of its Existing Convertible Notes in\nthe Exchange Offer.\n\nThe offering, issuance and sale of the Offered Securities has not been, and\nwill not be, registered under the Securities Act of 1933, as amended, or any\nother securities laws. This press release shall not constitute an offer to\nsell, or the solicitation of an offer to buy, the New Convertible Notes,\nshares of Common Stock (or Prefunded Warrants) and Purchase Warrants offered\nin the Exchange Offer, the shares of Common Stock issuable upon conversion of\nthe New Convertible Notes, Prefunded Warrants or Purchase Warrants, the\nExisting Convertible Notes or any other securities, nor will there be any sale\nof such securities or any other securities, in any state or other jurisdiction\nin which such offer, sale or solicitation would be unlawful.\n\nAbout Gossamer Bio\n\nGossamer Bio is a biopharmaceutical company focused on the development of\ntreatments for pulmonary hypertension. Its goal is to be an industry leader\nin, and to enhance the lives of patients living with, pulmonary hypertension.\n\nGossamer Bio Forward Looking Statements\n\nThe Company cautions you that statements contained in this press release\nregarding matters that are not historical facts are forward-looking\nstatements. These statements are based on the Company’s current beliefs and\nexpectations. Such forward-looking statements include, but are not limited to,\nstatements regarding: the Company’s Exchange Offer and Consent Solicitation\nrelating to its Existing Convertible Notes, including the timing and\nanticipated benefits thereof; and the Company’s ability to consummate the\nExchange Offer. The inclusion of forward-looking statements should not be\nregarded as a representation by Gossamer that any of its plans will be\nachieved. Actual results may differ from those set forth in this press release\ndue to the risks and uncertainties inherent in Gossamer’s business,\nincluding, without limitation: the Company may not be able to complete the\nExchange Offer on the anticipated timeline or at all, and the Company may not\nrealize the anticipated benefits therefrom; and other risks described in the\nCompany’s prior press releases and the Company’s filings with the\nSecurities and Exchange Commission (SEC), including under the heading “Risk\nFactors” in the Company’s annual report on Form 10-K and any subsequent\nfilings with the SEC. You are cautioned not to place undue reliance on these\nforward-looking statements, which speak only as of the date hereof, and\nGossamer undertakes no obligation to update such statements to reflect events\nthat occur or circumstances that exist after the date hereof. All\nforward-looking statements are qualified in their entirety by this cautionary\nstatement, which is made under the safe harbor provisions of the Private\nSecurities Litigation Reform Act of 1995.\n\n\n\nView source version on businesswire.com:\nhttps://www.businesswire.com/news/home/20260603588950/en/\n(https://www.businesswire.com/news/home/20260603588950/en/)\n\nFor Investors and Media: \n\nBryan Giraudo, Chief Financial Officer & Chief Operating Officer\n\nGossamer Bio Investor Relations\n\nir@gossamerbio.com (mailto:ir@gossamerbio.com)\n\n\nCopyright Business Wire 2026"},"type":"article","timestamp":"2026-06-03T12:00:02.235544232Z","server_sent_at_ms":1780488002235},"received_at":"2026-06-03T12:00:02.451Z","source_url":"https://www.businesswire.com/news/home/20260603588950/en/"},"analysis":{"id":"43043","press_release_id":"53608","analysis_json":{"industry":{"label":"Biotechnology","sector":"Health Care"},"redFlags":["Significant dilution: ~287 million new shares/warrants issued against $181 million of debt principal","Covenant removal: Existing restrictive covenants are being eliminated, reducing creditor protections","Higher interest rate: New debt carries 7.50% interest vs 5.00% on old debt","Lock-up: Tendering holders are restricted from selling new shares until June 5, 2026"],"eventType":"debt_offering","narrative":"Gossamer Bio announced early settlement of its exchange offer for existing 5.00% convertible notes due 2027, with 90.5% of the outstanding principal ($181.1 million) validly tendered.\n\nThe company will issue $65.2 million in new 7.50% secured convertible notes due 2030, along with approximately 254 million shares of common stock, 33.4 million prefunded warrants, and 135.8 million purchase warrants to tendering holders.\n\nThe transaction includes a consent solicitation that eliminates substantially all restrictive covenants in the existing indenture, effectively restructuring the debt terms while introducing significant dilution through the equity and warrant components.","sentiment":"neutral","agentHooks":{"shouldPost":true,"suggestedAngle":"Gossamer completes debt-for-equity swap: 90% of notes exchanged for new secured debt and massive dilution (~287M shares/warrants)."},"keyFigures":{"customDimensions":{"new_notes_rate":"7.50%","new_notes_maturity":"2030","existing_notes_rate":"5.00%","common_shares_issued":254150441,"existing_notes_maturity":"2027","new_notes_principal_usd":65174000,"purchase_warrants_issued":135789000,"prefunded_warrants_issued":33402727,"existing_notes_tendered_pct":"90.526%","existing_notes_tendered_usd":181052000}},"quotedText":"The Proposed Amendments will eliminate substantially all of the restrictive covenants in the Existing Convertible Notes Indenture as well as certain events of default and related provisions applicable to the Existing Convertible Notes.","namedEntities":{"people":[{"name":"Bryan Giraudo","role":"Chief Financial Officer & Chief Operating Officer"}],"products":["seralutinib"],"companies":[{"name":"Gossamer Bio, Inc.","ticker":"GOSS","relationship":"filer"},{"name":"D.F. King & Co., Inc.","relationship":"exchange agent"},{"name":"Cantor Fitzgerald & Co.","relationship":"financial advisor"},{"name":"Latham & Watkins LLP","relationship":"legal counsel"},{"name":"Akin Gump Strauss Hauer & Feld LLP","relationship":"legal counsel"},{"name":"DLA Piper LLP (US)","relationship":"legal counsel"}],"dollarAmounts":[{"amount":"$181,052,000","context":"aggregate principal amount of Existing Convertible Notes tendered"},{"amount":"$65,174,000","context":"aggregate principal amount of New Convertible Notes to be issued"},{"amount":"$72.0 million","context":"maximum aggregate principal amount of New Convertible Notes available in exchange offer"}]},"materialImpact":{"score":3,"reasoning":"The company successfully exchanged 90.5% of its existing convertible notes for new secured debt and significant equity/warrant issuance. This is a material capital structure change that eliminates restrictive covenants but introduces substantial dilution (~287M shares/warrants) and higher interest rates (7.5% vs 5.0%). It is not a binary event like M&A or FDA approval, but it significantly alters the balance sheet and shareholder count."},"tickerRelevance":{"others":[],"primary":"GOSS"},"globalImportance":25,"audienceRelevance":30,"eventTypeSecondary":["restructuring"],"importanceComponents":{"tickerTier":"small-cap","eventGravity":"capital_restructuring","sectorWeight":"biotech","dilutionImpact":"high","householdBrandBoost":0}},"event_type":"debt_offering","event_type_secondary":["restructuring"],"sentiment":"neutral","material_impact_score":3,"narrative":"Gossamer Bio announced early settlement of its exchange offer for existing 5.00% convertible notes due 2027, with 90.5% of the outstanding principal ($181.1 million) validly tendered.\n\nThe company will issue $65.2 million in new 7.50% secured convertible notes due 2030, along with approximately 254 million shares of common stock, 33.4 million prefunded warrants, and 135.8 million purchase warrants to tendering holders.\n\nThe transaction includes a consent solicitation that eliminates substantially all restrictive covenants in the existing indenture, effectively restructuring the debt terms while introducing significant dilution through the equity and warrant components.","key_figures":{"customDimensions":{"new_notes_rate":"7.50%","new_notes_maturity":"2030","existing_notes_rate":"5.00%","common_shares_issued":254150441,"existing_notes_maturity":"2027","new_notes_principal_usd":65174000,"purchase_warrants_issued":135789000,"prefunded_warrants_issued":33402727,"existing_notes_tendered_pct":"90.526%","existing_notes_tendered_usd":181052000}},"named_entities":{"people":[{"name":"Bryan Giraudo","role":"Chief Financial Officer & Chief Operating Officer"}],"products":["seralutinib"],"companies":[{"name":"Gossamer Bio, Inc.","ticker":"GOSS","relationship":"filer"},{"name":"D.F. King & Co., Inc.","relationship":"exchange agent"},{"name":"Cantor Fitzgerald & Co.","relationship":"financial advisor"},{"name":"Latham & Watkins LLP","relationship":"legal counsel"},{"name":"Akin Gump Strauss Hauer & Feld LLP","relationship":"legal counsel"},{"name":"DLA Piper LLP (US)","relationship":"legal counsel"}],"dollarAmounts":[{"amount":"$181,052,000","context":"aggregate principal amount of Existing Convertible Notes tendered"},{"amount":"$65,174,000","context":"aggregate principal amount of New Convertible Notes to be issued"},{"amount":"$72.0 million","context":"maximum aggregate principal amount of New Convertible Notes available in exchange offer"}]},"model_name":"qwen3_6_27b_awq","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-06-04T05:57:05.179Z","global_importance":25,"audience_relevance":30,"importance_components":{"tickerTier":"small-cap","eventGravity":"capital_restructuring","sectorWeight":"biotech","dilutionImpact":"high","householdBrandBoost":0}},"durationMs":64137,"modelName":"george-droid-qwen-72b"}}