Gossamer Bio (GOSS) Proxy filing summary

Executive summary

• Announced an exchange offer to convert all outstanding 5.00% Convertible Senior Notes due 2027 into a mix of new 7.50% Convertible Senior Secured First Lien Notes due 2030, common stock, prefunded warrants, and purchase warrants, aiming to reduce debt by over $120 million and extend debt maturity to 2030.

• Approximately 75.2% of noteholders have agreed to support the exchange, with a minimum participation threshold of 98% required for completion, subject to waivers.

• The new notes will be secured, first-lien obligations, with enhanced covenants and a minimum liquidity requirement, stepping down upon certain financing and regulatory milestones.

• The company is concurrently soliciting consents to eliminate most restrictive covenants and certain events of default from the existing notes indenture.

• The exchange offer is intended to strengthen the balance sheet ahead of a potential NDA submission for seralutinib in PAH.

Voting matters and shareholder proposals

• Shareholders will vote on authorizing the issuance of shares upon conversion of new notes and exercise of warrants, increasing authorized common stock from 700 million to 4 billion, amending the equity incentive plan, and approving a reverse stock split at a ratio between 1-for-10 and 1-for-150.

• Proposals also include approval for adjournments of the special meeting to solicit additional proxies if needed.

• Supporting noteholders have entered into voting agreements to vote in favor of these proposals and are restricted from transferring new shares until after the record date or two business days post-closing.

Board of directors and corporate governance

• The board approved an amendment and restatement of the 2019 Incentive Award Plan, contingent on closing the exchange offer and shareholder approval.

• The board retains a fiduciary out, allowing it to act in accordance with its fiduciary duties, including terminating the transaction if necessary.