{"schema_version":"secwatch.filing_event.v1","accession":"0001728117-25-000076","form_type":"8-K","ticker":"GOSS","cik":"0001728117","company_name":"Gossamer Bio, Inc.","filed_at":"2025-09-25T23:59:59+00:00","discovered_at":"2026-05-14T18:02:44.818021+00:00","generated_at":"2026-05-17T05:40:37.332303+00:00","sec_items":["3.02"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"Gossamer Bio issues 2.5M shares for option to acquire Respira Therapeutics","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001728117-25-000076","json":"https://secwatch.observer/filing/0001728117-25-000076.json","markdown":"https://secwatch.observer/filing/0001728117-25-000076.md","text":"https://secwatch.observer/filing/0001728117-25-000076.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1728117/000172811725000076/0001728117-25-000076-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1728117/000172811725000076/goss-20250924.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T05:40:37.332303+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"1d3165996256335b8f7d13b81dfd1f833340450e","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1728117/000172811725000076/0001728117-25-000076-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"common stock"},{"label":"Shares","value":"up to an additional 1,500,000 shares of Common Stock"},{"label":"Purchaser","value":"current stockholders of Prana and the former stockholders of Respira"},{"label":"Consideration","value":"following the exercise of the Company Merger Option at the closing of the transaction"}],"fact_type":"equity_issuance"},{"claim_id":"559a32434334083507d1811054c2cfa0e36a8615","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1728117/000172811725000076/0001728117-25-000076-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"common stock"},{"label":"Shares","value":"up to approximately 6,688,964 additional shares of Common Stock"},{"label":"Purchaser","value":"current stockholders of Prana and the former stockholders of Respira"},{"label":"Consideration","value":"cash and stock milestone payments upon the achievement of specified regulatory and sales milestones"}],"fact_type":"equity_issuance"},{"claim_id":"e8bc9239e3e7357061660539206c8d8d4746487c","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1728117/000172811725000076/0001728117-25-000076-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"common stock"},{"label":"Shares","value":"2,500,000 shares of Common Stock"},{"label":"Purchaser","value":"Prana Bio, Inc."},{"label":"Consideration","value":"as consideration for the grant of the Company Merger Option"}],"fact_type":"equity_issuance"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}