Gossamer Bio Terminates J&J Agreement, Reports Equity Sales

TL;DR

Gossamer Bio just dumped its Johnson & Johnson deal, filed some equity sales. Big changes ahead?

AI Summary

Gossamer Bio, Inc. announced on May 3, 2024, the termination of its material definitive agreement with Johnson & Johnson Innovation LLC. The company also reported on unregistered sales of equity securities and other events, with financial statements and exhibits included. The filing details events related to its principal executive offices in San Diego, California.

Why It Matters

The termination of a material definitive agreement can significantly impact a company's strategic partnerships and future development pipeline. Unregistered equity sales may also signal financing activities or compensation arrangements.

Risk Assessment

Risk Level: medium — The termination of a material definitive agreement and unregistered sales of equity securities introduce uncertainty regarding the company's strategic direction and financial health.

Key Numbers

• 001-38796 — SEC File Number (Gossamer Bio's SEC filing identifier)
• 47-5461709 — IRS Employer Identification No. (Gossamer Bio's tax identification number)

Key Players & Entities

• Gossamer Bio, Inc. (company) — Registrant
• Johnson & Johnson Innovation LLC (company) — Party to terminated agreement
• May 3, 2024 (date) — Date of earliest event reported
• San Diego, California (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value per share GOSS Nasdaq Global
• $160 million — nt costs, Chiesi agreed to pay Gossamer $160 million. Additionally, Gossamer will be eligibl
• $146 million — samer will be eligible to receive up to $146 million in regulatory milestones and $180 milli
• $180 million — 46 million in regulatory milestones and $180 million in sales milestones. In the US Territor
• $1.63 — ch purchase price shall be no less than $1.63 per share. The shares of Gossamer's com

Filing Documents

• goss-20240503.htm (8-K) — 43KB
• goss-20240506xexx991.htm (EX-99.1) — 22KB
• gossamerbio-logoxreg.jpg (GRAPHIC) — 147KB
• 0001728117-24-000052.txt ( ) — 400KB
• goss-20240503.xsd (EX-101.SCH) — 2KB
• goss-20240503_lab.xml (EX-101.LAB) — 21KB
• goss-20240503_pre.xml (EX-101.PRE) — 12KB
• goss-20240503_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On May 3, 2024, Gossamer Bio, Inc. ("Gossamer" or the "Company"), GB002, Inc., a Delaware corporation and wholly-owned subsidiary of the Company ("GB002"), and Gossamer Bio 002 Ltd., a corporation organized and existing under the laws of Ireland and indirect wholly-owned subsidiary of the Company, entered into a global collaboration and license agreement (the "Chiesi Collaboration Agreement") with Chiesi Farmaceutici S.p.A and Chiesi USA, Inc. (collectively, "Chiesi"). The collaboration is focused on the development and commercialization of seralutinib and licensed products including seralutinib and related licensed compounds ("Licensed Products") in the US ("US Territory") and the rest of the world ("ROW Territory"), for therapeutic, prophylactic and diagnostic uses in humans and animals, for the treatment of pulmonary arterial hypertension (PAH) and pulmonary hypertension associated with interstitial lung disease (PH-ILD) and other indications, as may be permitted under the Chiesi Collaboration Agreement. Pursuant to the Chiesi Collaboration Agreement, the Company granted exclusive, sublicensable (with Gossamer's consent required in the US Territory for third party sublicenses) licenses to Chiesi under intellectual property rights controlled by Gossamer relating to seralutinib and Licensed Products, for the worldwide development, manufacture and commercialization of seralutinib and Licensed Products. The licenses granted to Chiesi are subject to retained rights of Gossamer for the worldwide development and manufacture of seralutinib and Licensed Products, commercialization of Licensed Products in the US Territory, and performance of its obligations and exercise of its rights that may be set forth in the global development plan and US commercialization plan, in each case in accordance with the Chiesi Collaboration Agreement. Chiesi granted Gossamer non-exclusive, sublicenseable (with Chiesi's consent required

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. On May 2, 2019, the Company, and certain of its subsidiaries, as borrowers, entered into a credit, guaranty and security agreement, as amended on September 18, 2019, July 2, 2020, December 7, 2022 and February 14, 2023 (the "Credit Facility"), with MidCap Financial Trust ("MidCap"), as agent and lender, and the additional lenders party thereto from time to time (together with MidCap, the "Lenders"), pursuant to which the Lenders agreed to make term loans available to the Company. In connection with the entry into the Chiesi Collaboration Agreement, on May 3, 2024, the Credit Agreement and the other loan documents associated therewith were terminated, the payment and other obligations of Gossamer under the Credit Agreement were paid in full and discharged, and Lenders' security interests in the Company's assets and property were released.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure set forth in Item 1.01 above with respect to the issuance of the shares of Gossamer's common stock in respect of the Equity Option is incorporated in this Item 3.02 by reference.

01 Other Events

Item 8.01 Other Events. On May 6, 2024, the Company issued a press release announcing the Chiesi Collaboration Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Press Release dated May 6, 2024 101 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GOSSAMER BIO, INC. Date: May 6, 2024 By: /s/ Christian Waage Christian Waage Executive Vice President, Technical Operations & Administration 4