San Diego-based Gossamer Bio (Nasdaq: GOSS) has announced an exchange offer and concurrent consent solicitation targeting more than USD 120 million of its outstanding convertible debt, seeking to replace USD 200 million in existing notes with a reduced-principal secured instrument and equity consideration as the company works to stabilize its balance sheet ahead of a potential regulatory filing for seralutinib in pulmonary arterial hypertension.
The transaction proposes exchanging all outstanding 5.00% Convertible Senior Notes due 2027 for up to USD 72 million in aggregate principal of new 7.50% Convertible Senior Secured First Lien Notes due 2030, up to 317,647,058 shares of common stock or prefunded warrants, and purchase warrants available exclusively to holders who tender by the early tender date of June 1, 2026. The exchange ratio is USD 360 in new notes plus 1,588.2353 shares of common stock per USD 1,000 of existing notes tendered; early tenderers additionally receive 750 purchase warrants per USD 1,000 principal. The offer expires June 16, 2026, with a final settlement date currently expected on June 18, 2026.
The new notes will bear interest at 7.50% per annum, payable semi-annually beginning January 1, 2027, and mature July 1, 2030. They carry a springing maturity provision: if more than USD 4 million of the existing notes remain outstanding on March 2, 2027, the new notes would mature on that earlier date. The conversion rate will be set at a 10% premium to a reference price defined as the greater of USD 0.17 and the lower of USD 0.34 or the seven-day volume-weighted average price following final settlement. Purchase warrants will carry a cash exercise price equal to the greater of USD 0.34 or a 25% premium to the reference price, and will be exercisable from December 3, 2026 through June 3, 2031. Prior to stockholder approval of the relevant share-issuance proposals, conversion and warrant settlement obligations may only be satisfied in cash.
Holders representing approximately 75.2% of the existing notes have signed a transaction support agreement committing to tender their full positions. The offer is conditioned on a minimum 98% tender threshold, meaning Gossamer Bio must secure participation from noteholders beyond the current support bloc to consummate the transaction. The consent solicitation runs concurrently and seeks to eliminate substantially all restrictive covenants and certain events of default from the existing indenture. No specific noteholder identities are disclosed in the announcement. Company insiders are not referenced as participants.
Company overview and pipeline
Gossamer Bio is a San Diego-based biopharmaceutical company focused on pulmonary hypertension. Its lead asset is seralutinib, an inhaled inhibitor of PDGFR, CSF1R, and c-Kit receptors under development for PAH and pulmonary hypertension associated with interstitial lung disease. Seralutinib completed a Phase III study, the PROSERA trial, and the company has referenced plans for a pre-NDA Type B meeting with the US FDA and a potential NDA submission, though the timeline remains subject to regulatory feedback.