Gossamer Bio stockholders approve charter amendment, incentive plan changes

Gossamer Bio, Inc. disclosed in an 8-K dated July 14, 2026 that its stockholders approved several proposals at a special meeting held that day. On July 14, 2026, the company's stockholders approved the Restated Plan at the special meeting held on July 14, 2026.¹

The restated plan had been tied to an earlier corporate action. The board had previously approved, effective May 18, 2026, an amendment and restatement of the 2019 Incentive Award Plan, subject to stockholder approval and the closing of the company's exchange offer for its outstanding $200.0 million in 5.00% Convertible Senior Notes due 2027.¹ That exchange offer closed on June 4, 2026 through early settlement, since no additional existing notes were tendered afterward.¹

Following stockholder approval, the company amended its charter. On July 14, 2026, the company filed a certificate of amendment with the Delaware Secretary of State increasing authorized common stock from 700,000,000 to 4,000,000,000 shares, to support additional share issuances upon conversion of its newly issued 7.50% Convertible Senior Secured First Lien Notes due 2030 and exercise of newly issued purchase warrants, both issued as part of the exchange offer, as well as under the restated plan.¹ The charter amendment became effective upon filing.¹

Shareholders also approved potential issuance of shares tied to conversion of up to $72.0 million in new convertible notes and exercise of 135,789,000 purchase warrants, per Nasdaq Listing Rule 5635(d), with a vote of 321,473,747 for, 9,152,580 against, 568,233 abstaining, and 77,280,015 broker non-votes.¹

In addition, stockholders approved a series of 30 alternate amendments to effect a reverse stock split of outstanding common stock along with a proportionate reduction in authorized shares, by a vote of 383,876,939 for, 23,228,367 against, and 1,369,269 abstaining.¹