Gossamer Bio (GOSS) Proxy filing summary

Executive summary

• Special Meeting called to approve share issuances related to a private placement and potential adjournment if needed.

• Private placement involves pre-funded warrants and preferred stock convertible to common stock, contingent on stockholder approval.

• Two closings: initial ($25M gross proceeds) and second ($125M expected), tied to FDA milestones for seralutinib.

• Board unanimously recommends voting in favor of both proposals.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of common stock upon exercise/conversion of warrants and preferred stock, exceeding 20% of pre-transaction shares.

• Proposal 2: Approve adjournment of the meeting if more votes are needed.

• Both proposals require a majority of votes cast; abstentions and broker non-votes have no effect.

• Stockholder proposals for the 2027 annual meeting must be received by December 25, 2026.

Board of directors and corporate governance

• Certain executive officers and directors are participating in the private placement.

• Support agreements in place with stockholders holding 23% of outstanding shares to vote in favor.