{"filing":{"accession_number":"0001728117-26-000045","cik":"0001728117","ticker":"GOSS","company_name":"Gossamer Bio, Inc.","form":"8-K","filing_date":"2026-06-04","report_date":null,"primary_document":"goss-20260603.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1728117/000172811726000045/goss-20260603.htm"},"events":[{"id":7006,"run_id":6146,"accession_number":"0001728117-26-000045","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"summary":"Gossamer Bio entered into material definitive agreements on June 4, 2026, including a New Convertible Notes Indenture, Purchase Warrant Agreement, and Prefunded Warrants, representing a material capital restructuring involving conversion of existing convertible notes into new securities with warrants and equity raises contingent on FDA approval. The company simultaneously terminated its existing convertible notes through an exchange offer (90.526% of outstanding notes cancelled) and a Transaction Support Agreement. This comprehensive debt exchange and refinancing transaction materially affects the company's financial obligations and control structure.","company_name":"Gossamer Bio, Inc.","ticker":"GOSS","filing_date":"2026-06-04","form":"8-K","submitted_at":null,"items":[{"id":4617,"accession_number":"0001728117-26-000045","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Gossamer Bio entered into material definitive agreements on June 4, 2026, including a New Convertible Notes Indenture ($40M minimum liquidity covenant), Purchase Warrant Agreement, and Prefunded Warrants. While technically a debt exchange/refinancing rather than a traditional M\u0026A transaction, the scale and complexity of the transaction—involving conversion of existing convertible notes into new securities with warrants, equity raises contingent on FDA approval, and fundamental change provisions—constitutes a material capital restructuring that affects the company's financial obligations and control structure. The transaction is disclosed under Item 1.01 (Entry into Material Definitive Agreement), which encompasses significant financing and restructuring activities.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-05T16:47:39.254374+00:00","company_name":"","ticker":null,"filing_date":""},{"id":4618,"accession_number":"0001728117-26-000045","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The filing discloses termination of convertible notes through an exchange offer (90.526% of outstanding notes cancelled) and automatic termination of a Transaction Support Agreement. While Item 1.02 formally covers termination of material definitive agreements, the substance here involves a material capital restructuring—conversion and cancellation of convertible debt—which is most closely aligned with ma_activity given the exchange mechanism and material impact on the company's capital structure. The cross-reference to Item 1.01 (which typically covers M\u0026A and material agreements) reinforces this classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-05T16:47:39.254374+00:00","company_name":"","ticker":null,"filing_date":""},{"id":4619,"accession_number":"0001728117-26-000045","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Item 2.03 incorporates Item 1.01 by reference, which typically discloses material acquisitions, dispositions, mergers, or changes of control. The cross-reference structure indicates a significant M\u0026A transaction is the primary event being disclosed, making this a material activity event rather than a routine financial obligation.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-05T16:47:39.254374+00:00","company_name":"","ticker":null,"filing_date":""},{"id":4621,"accession_number":"0001728117-26-000045","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The disclosure announces early tender results and the Company's election to accept for exchange the Early Tendered Notes in an Exchange Offer and Consent Solicitation relating to its Existing Convertible Notes. This constitutes a material capital structure transaction involving the exchange/refinancing of debt securities, which would materially affect the registrant's financial position and obligations. While not a traditional M\u0026A transaction, the exchange offer represents a significant restructuring event material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-05T16:47:39.254374+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":7007,"run_id":6146,"accession_number":"0001728117-26-000045","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"Gossamer Bio issued $65.2 million in convertible notes, 254.2 million shares of common stock, and warrants (33.4 million prefunded and 135.8 million purchase warrants) in an exchange offer relying on Section 4(a)(2) and Regulation D exemptions from registration, with the issuance contemplating up to 667.6 million additional shares upon conversion and exercise of warrants, representing substantial dilution to existing shareholders.","company_name":"Gossamer Bio, Inc.","ticker":"GOSS","filing_date":"2026-06-04","form":"8-K","submitted_at":null,"items":[{"id":4620,"accession_number":"0001728117-26-000045","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Gossamer Bio issued $65.2 million in convertible notes, 254.2 million shares of common stock, and warrants (33.4 million prefunded and 135.8 million purchase warrants) in an exchange offer relying on Section 4(a)(2) and Regulation D exemptions from registration. The issuance contemplates up to 667.6 million additional shares upon conversion and exercise of warrants, representing substantial dilution to existing shareholders. This is a classic unregistered private placement of equity securities triggering Item 3.02 disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-05T16:47:39.254374+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":4617,"accession_number":"0001728117-26-000045","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Gossamer Bio entered into material definitive agreements on June 4, 2026, including a New Convertible Notes Indenture ($40M minimum liquidity covenant), Purchase Warrant Agreement, and Prefunded Warrants. While technically a debt exchange/refinancing rather than a traditional M\u0026A transaction, the scale and complexity of the transaction—involving conversion of existing convertible notes into new securities with warrants, equity raises contingent on FDA approval, and fundamental change provisions—constitutes a material capital restructuring that affects the company's financial obligations and control structure. The transaction is disclosed under Item 1.01 (Entry into Material Definitive Agreement), which encompasses significant financing and restructuring activities.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-05T16:47:39.254374+00:00","company_name":"Gossamer Bio, Inc.","ticker":"GOSS","filing_date":"2026-06-04"},{"id":4618,"accession_number":"0001728117-26-000045","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The filing discloses termination of convertible notes through an exchange offer (90.526% of outstanding notes cancelled) and automatic termination of a Transaction Support Agreement. While Item 1.02 formally covers termination of material definitive agreements, the substance here involves a material capital restructuring—conversion and cancellation of convertible debt—which is most closely aligned with ma_activity given the exchange mechanism and material impact on the company's capital structure. The cross-reference to Item 1.01 (which typically covers M\u0026A and material agreements) reinforces this classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-05T16:47:39.254374+00:00","company_name":"Gossamer Bio, Inc.","ticker":"GOSS","filing_date":"2026-06-04"},{"id":4619,"accession_number":"0001728117-26-000045","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Item 2.03 incorporates Item 1.01 by reference, which typically discloses material acquisitions, dispositions, mergers, or changes of control. The cross-reference structure indicates a significant M\u0026A transaction is the primary event being disclosed, making this a material activity event rather than a routine financial obligation.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-05T16:47:39.254374+00:00","company_name":"Gossamer Bio, Inc.","ticker":"GOSS","filing_date":"2026-06-04"},{"id":4620,"accession_number":"0001728117-26-000045","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Gossamer Bio issued $65.2 million in convertible notes, 254.2 million shares of common stock, and warrants (33.4 million prefunded and 135.8 million purchase warrants) in an exchange offer relying on Section 4(a)(2) and Regulation D exemptions from registration. The issuance contemplates up to 667.6 million additional shares upon conversion and exercise of warrants, representing substantial dilution to existing shareholders. This is a classic unregistered private placement of equity securities triggering Item 3.02 disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-05T16:47:39.254374+00:00","company_name":"Gossamer Bio, Inc.","ticker":"GOSS","filing_date":"2026-06-04"},{"id":4621,"accession_number":"0001728117-26-000045","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The disclosure announces early tender results and the Company's election to accept for exchange the Early Tendered Notes in an Exchange Offer and Consent Solicitation relating to its Existing Convertible Notes. This constitutes a material capital structure transaction involving the exchange/refinancing of debt securities, which would materially affect the registrant's financial position and obligations. While not a traditional M\u0026A transaction, the exchange offer represents a significant restructuring event material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-05T16:47:39.254374+00:00","company_name":"Gossamer Bio, Inc.","ticker":"GOSS","filing_date":"2026-06-04"}]}