---
schema_version: "secwatch.filing_event.v1"
accession: "0001728117-26-000045"
form_type: "8-K"
ticker: "GOSS"
cik: "0001728117"
company_name: "Gossamer Bio, Inc."
filed_at: "2026-06-04T23:28:31+00:00"
generated_at: "2026-06-05T10:07:43.297732+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Gossamer Bio exchanges 90.5% of 5% notes for new 7.5% notes, stock, and warrants

## Summary
- $181M of 5% Convertible Senior Notes due 2027 tendered and cancelled (90.5% of outstanding).
- Issued $65M of new 7.5% Convertible Senior Secured First Lien Notes due 2030.
- Issued 254M common shares, 33.4M prefunded warrants, and 135.8M purchase warrants.
- Remaining $18.9M of existing notes outstanding; exchange offer open until June 16, 2026.
- Consent solicitation adopted amendments eliminating restrictive covenants in existing indenture.

## SEC filing metadata
- accession: 0001728117-26-000045
- form_type: 8-K
- ticker: GOSS
- cik: 0001728117
- company_name: Gossamer Bio, Inc.
- filed_at: 2026-06-04T23:28:31+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 1.02, 2.03, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1728117/000172811726000045/0001728117-26-000045-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1728117/000172811726000045/goss-20260603.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001728117-26-000045
- JSON: https://secwatch.observer/filing/0001728117-26-000045.json
- Plain text: https://secwatch.observer/filing/0001728117-26-000045.txt

## Key facts
- Debt Financings
  Gossamer Bio, Inc. incurred convertible notes of $65,174,000 in aggregate principal amount of New Convertible Notes with U.S. Bank Trust Company, National Association at 7.50% per annum maturing July 1, 2030.
  - Instrument: convertible notes
  - Principal: $65,174,000 in aggregate principal amount of New Convertible Notes
  - Counterparty: U.S. Bank Trust Company, National Association
  - Rate: 7.50% per annum
  - Maturity: July 1, 2030
  - Event: incurrence
  source text: the Company issued (i) $65,174,000 in aggregate principal amount of New Convertible Notes
  evidence_url: https://www.sec.gov/Archives/edgar/data/1728117/000172811726000045/0001728117-26-000045-index.htm
- Material Agreements
  Gossamer Bio, Inc. entered into Purchase Warrant Agreement with Computershare, Inc., as warrant agent (effective 2026-06-04).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Computershare, Inc., as warrant agent
  - Effective: 2026-06-04
  source text: a warrant agreement, dated as of June 4, 2026 (the “Purchase Warrant Agreement”), by and between the Company and Computershare, Inc., as warrant agent (the “Warrant Agent”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1728117/000172811726000045/0001728117-26-000045-index.htm
- Material Agreements
  Gossamer Bio, Inc. entered into New Convertible Notes Indenture with U.S. Bank Trust Company, National Association, as trustee and collateral agent (effective 2026-06-04).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: U.S. Bank Trust Company, National Association, as trustee and collateral agent
  - Effective: 2026-06-04
  source text: an indenture, dated as of June 4, 2026 (the “New Convertible Notes Indenture”), by and between the Company, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (in such capacity, the “Collateral Agent”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1728117/000172811726000045/0001728117-26-000045-index.htm

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