Gossamer Bio issues 2.5M shares for option to acquire Respira Therapeutics

Gossamer Bio, Inc.

Issued 2,500,000 shares to Prana Bio on Sept 24, 2025 as consideration for option to acquire Respira via merger.
Option exercisable until Dec 31, 2027 or earlier upon completion of certain Respira development activities.
May issue up to 1.5M additional shares upon exercise, plus up to ~6.7M shares on regulatory and sales milestones.
Shares issued in reliance on Section 4(a)(2) exemption from registration.

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Gossamer Bio, Inc. issued up to an additional 1,500,000 shares of Common Stock of common stock to current stockholders of Prana and the former stockholders of Respira for following the exercise of the Company Merger Option at the closing of the transaction.

Security: common stock
Shares: up to an additional 1,500,000 shares of Common Stock
Purchaser: current stockholders of Prana and the former stockholders of Respira
Consideration: following the exercise of the Company Merger Option at the closing of the transaction

Exact text from the filing

agreed to (a) issue up to an additional 1,500,000 shares of Common Stock following the exercise of the Company Merger Option at the closing of the transaction

View on SEC.gov

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Gossamer Bio, Inc. issued up to approximately 6,688,964 additional shares of Common Stock of common stock to current stockholders of Prana and the former stockholders of Respira for cash and stock milestone payments upon the achievement of specified regulatory and sales milestones.

Security: common stock
Shares: up to approximately 6,688,964 additional shares of Common Stock
Purchaser: current stockholders of Prana and the former stockholders of Respira
Consideration: cash and stock milestone payments upon the achievement of specified regulatory and sales milestones

Exact text from the filing

upon the achievement of specified regulatory and sales milestones following the closing of the transaction, make cash and stock milestone payments, including the issuance of up to approximately 6,688,964 additional shares of Common Stock

View on SEC.gov

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Gossamer Bio, Inc. issued 2,500,000 shares of Common Stock of common stock to Prana Bio, Inc. for as consideration for the grant of the Company Merger Option.

Security: common stock
Shares: 2,500,000 shares of Common Stock
Purchaser: Prana Bio, Inc.
Consideration: as consideration for the grant of the Company Merger Option

Exact text from the filing

the Company (i) issued 2,500,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) to Prana on September 24, 2025 as consideration for the grant of the Company Merger Option and (ii) agreed to (a) issue up to an additional 1,500,000 shares of Common Stock following the exercise of the Company Merger Option at the closing of the transaction and (b) upon the achievement of specified regulatory and sales milestones following the closing of the transaction, make cash and stock milestone payments, including the issuance of up to approximately 6,688,964 additional shares of Common Stock

View on SEC.gov

Browse all equity issuances →

Gossamer Bio, Inc. filing history →

Source: SEC EDGAR

accession 0001728117-25-000076

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.