---
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"
generated_at: "2026-05-17T05:40:37.332303+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 3.02
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001728117-25-000076
- JSON: https://secwatch.observer/filing/0001728117-25-000076.json
- Plain text: https://secwatch.observer/filing/0001728117-25-000076.txt

## Key facts
- Equity Issuances
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1728117/000172811725000076/0001728117-25-000076-index.htm
- Equity Issuances
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1728117/000172811725000076/0001728117-25-000076-index.htm
- Equity Issuances
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1728117/000172811725000076/0001728117-25-000076-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.