Gossamer Bio, Inc. Announces Extension of Early Tender Deadline for Exchange Offer and Consent Solicitation
Key Points for Investors
- Gossamer Bio, Inc. (NASDAQ: GOSS) has announced an extension of the early tender deadline for its ongoing Exchange Offer and Consent Solicitation relating to its existing 5.00% Convertible Senior Notes due 2027.
- The early tender deadline, previously set, has now been extended to 5:00 p.m., New York City time, on June 2, 2026.
- The final settlement date for the Exchange Offer, if the conditions are met or waived at or prior to the expiration deadline, is expected to occur on June 18, 2026 (the second business day after the expiration deadline).
- Other terms and conditions of the Exchange Offer and Consent Solicitation remain unchanged as set forth in the Offering Memorandum.
- The offer, issuance, and sale of the new securities will only be available to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.
- Cantor Fitzgerald & Co. is serving as exclusive capital markets and financial advisor, sole dealer manager, and sole solicitation agent for the transaction.
- D.F. King & Co., Inc. is acting as the exchange and information agent.
- The Exchange Offer and Consent Solicitation can be amended, extended, or terminated at any time before the expiration deadline, subject to applicable law and any Transaction Support Agreement.
- There is no recommendation being made by the Company, its advisors, or agents as to whether holders should participate.
Details That May Affect Shareholder Value
- Share Price Sensitivity: The extension of the early tender deadline indicates ongoing negotiations or efforts to maximize participation in the Exchange Offer. This may be viewed as a strategic move to improve the Company’s balance sheet and manage its debt obligations.
- Potential Impact: Successfully completing the Exchange Offer could reduce outstanding debt and interest expenses, positively affecting the Company’s financial flexibility and potentially its share price. However, failure to achieve sufficient participation or to close the offer could signal financial or operational challenges.
- Risk Disclosure: The Company has expressly stated that there are risks the Exchange Offer may not be completed as planned or may not yield the anticipated benefits. These risks include possible lack of sufficient participation by noteholders and general market uncertainties.
- Forward-Looking Statements: Investors are cautioned that statements regarding the Exchange Offer, its anticipated benefits, and the timing thereof are forward-looking and subject to risks and uncertainties. Material deviations from expectations could impact the company’s valuation.
- Trading Implications: Only qualified institutional buyers can participate in the Exchange Offer, which may limit the immediate impact on retail shareholders but signals ongoing capital structure management.
Further Information
For questions regarding the Exchange Offer and Consent Solicitation, investors are directed to Cantor Fitzgerald & Co. (Dealer Manager) at 110 East 59th Street, New York, NY 10022, email: [email protected] or D.F. King & Co., Inc. (Exchange Agent) at 28 Liberty Street, 53rd Floor, New York, NY 10005, phone: (866) 620-9554 or (646) 582-7109, email: [email protected]. Eligibility letters and documentation are available at www.dfking.com/goss.
The new securities offered in the Exchange Offer are not registered under the Securities Act of 1933 or any other applicable securities laws, and this press release does not constitute an offer or solicitation to buy or sell these securities.
About Gossamer Bio
Gossamer Bio is a biopharmaceutical company focused on developing treatments for pulmonary hypertension, aiming to be a leader in this therapeutic area and to improve the lives of affected patients.
Contact Information
- Bryan Giraudo, Chief Financial Officer & Chief Operating Officer
- Gossamer Bio Investor Relations: [email protected]
Forward-Looking Statements Disclaimer
This article contains forward-looking statements relating to the Exchange Offer, including its anticipated timing and benefits, as well as risks and uncertainties that could cause actual results to differ materially from those projected. These risks include, but are not limited to, the possibility that the Exchange Offer is not completed as anticipated or at all, and that the Company may not realize the anticipated benefits. Investors should refer to Gossamer Bio’s filings with the SEC, including the section titled “Risk Factors” in the annual report on Form 10-K and subsequent filings, for more information. Gossamer Bio undertakes no obligation to update these statements except as required by law. This communication is for informational purposes only and does not constitute an offer to sell or solicitation of an offer to buy any securities.
