{"url_path":"/sec/goss/8-k/2026-09-11/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/1728117/0001728117-26-000094-index.html","accession_number":"0001728117-26-000094","cik":"0001728117","ticker":"GOSS","issuer_name":"Gossamer Bio, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1728117/0001728117-26-000094-index.html","primary_entity_key":"0001728117","primary_entity_name":"Gossamer Bio, Inc."},"word_count":671,"has_tables":true,"body_markdown":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.\n\nAs previously disclosed, on September 9, 2026, Gossamer Bio, Inc. (the “Company”) announced that its board of directors (the “Board”) had selected a 1-for-80 ratio for the previously approved reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). On September 10, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to effect the 1-for-80 reverse stock split of the Common Stock (the “Reverse Stock Split”) and a proportionate reduction in the number of authorized shares of Common Stock (and a corresponding decrease in the total number of authorized shares of capital stock) (the “Authorized Share Reduction”). The Charter Amendment became effective at 11:59 p.m. Eastern Time on September 10, 2026 (the “Effective Time”). The foregoing description of the Charter Amendment is not complete and is subject to, and qualified in its entirety by, the complete text of the Charter Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.\n\nIn connection with the Reverse Stock Split, every 80 shares of Common Stock issued and outstanding immediately prior to the Effective Time were automatically reclassified and combined into 1 share of Common Stock. No fractional shares of Common Stock will be issued as a result of the Reverse Stock Split. Instead, the Company will issue to holders of record who were entitled to a fraction of a share as a result of the Reverse Stock Split, a fraction of a share of Common Stock as is necessary to round up to the nearest whole share. For shares held through The Depository Trust Company (\"DTC\"), fractions of shares will be issued as is necessary to round up to the nearest whole share at the DTC participant level. Brokers, banks or other nominees holding shares in \"street name\" will be instructed to effect the Reverse Stock Split for their beneficial holders; however, such brokers, banks or other nominees may apply their own specific procedures for processing the Reverse Stock Split.\n\nThe Common Stock is expected to begin trading on a split-adjusted basis on the Nasdaq Global Select Market at market open on September 11, 2026 under the existing trading symbol “GOSS” and a new CUSIP number of 38341P 201.\n\nUpon the effectiveness of the Reverse Stock Split, the conversion rates of the Company’s outstanding convertible notes (including the 5.00% Convertible Senior Notes due 2027 and the 7.50% Convertible Senior Secured First Lien Notes due 2030), the number of shares of Common Stock issuable upon exercise of outstanding warrants and prefunded warrants and the exercise prices thereof, and the number of shares subject to outstanding equity awards under the Company’s equity incentive plans (and the applicable exercise prices thereof), were each proportionately adjusted pursuant to their respective terms and as determined by the Board to reflect the 1-for-80 reverse stock split ratio. In addition, the number of shares reserved for future issuance under the Company’s equity incentive plans was proportionately reduced.\n\nIn connection with the Authorized Share Reduction, the number of authorized shares of Common Stock was reduced from 4,000,000,000 to 50,000,000, and the total number of authorized shares of capital stock was correspondingly reduced from 4,070,000,000 to 120,000,000.\n\nThe Reverse Stock Split is intended to help the Company regain compliance with the minimum bid price requirement for continued listing on the Nasdaq Global Select Market. To regain compliance, the closing bid price of the Common Stock must be at least $1.00 per share for a minimum of 10 consecutive business days before the compliance date, which is October 5, 2026. There can be no assurance that the Company will regain compliance with the minimum bid price requirement, that the Common Stock will continue to meet the Nasdaq minimum bid price requirement, or that the Common Stock will remain listed on the Nasdaq Global Select Market."}