Gossamer Bio Announces 1-for-80 Reverse Stock Split to Regain Nasdaq Compliance
Gossamer Bio, Inc. (Nasdaq: GOSS), a clinical-stage biopharmaceutical company focused on developing and commercializing seralutinib for pulmonary vascular diseases, has announced that its Board of Directors has selected a 1-for-80 reverse stock split of the company’s common stock. The company is also implementing a corresponding reduction in the number of authorized shares of common stock and total authorized shares of capital stock.
The corporate action is designed primarily to help Gossamer Bio regain compliance with the minimum bid price requirement for continued listing on the Nasdaq Global Select Market. The reverse stock split follows approval by the company’s stockholders and represents an important corporate milestone as Gossamer continues to advance its clinical-stage pipeline, led by seralutinib.
The reverse stock split is expected to become effective at 11:59 p.m. Eastern Time on September 10, 2026. Following the effective time, Gossamer Bio’s common stock is expected to begin trading on a split-adjusted basis when the Nasdaq Global Select Market opens on September 11, 2026.
The company will continue trading under its existing Nasdaq ticker symbol, “GOSS,” while its common stock will receive a new CUSIP number, 38341P 201.
Stockholders Approved Reverse Split Alternatives
Gossamer’s Board selected the 1-for-80 ratio after stockholders approved a range of potential reverse stock split ratios at a special meeting held on July 14, 2026.
At that meeting, shareholders approved 30 alternate amendments to the company’s amended and restated certificate of incorporation. Each amendment authorized the company to effect a reverse stock split at one of 30 possible ratios, with the final ratio left to the discretion of the Board.
Following that authorization, the Board determined that a 1-for-80 ratio was appropriate.
Under the reverse stock split, every 80 shares of Gossamer Bio common stock issued and outstanding immediately before the effective time will automatically be combined and reclassified into one share of common stock.
The primary purpose of the action is to increase the market price per share on a split-adjusted basis. A reverse stock split does not, by itself, change the underlying value of the company or its operations. Instead, it reduces the number of shares outstanding while proportionately increasing the per-share trading price.
For Gossamer, the measure is intended to address Nasdaq’s minimum bid price requirement and support the company’s continued listing on the exchange.
Trading to Begin on Split-Adjusted Basis
Gossamer expects the reverse stock split to take effect at 11:59 p.m. ET on September 10. The company’s shares are expected to trade on a split-adjusted basis at market open the following day.
Importantly, the company’s trading symbol will remain “GOSS.” Investors should therefore expect to see the same ticker symbol despite the significant change in the number of shares represented by each outstanding position.
The stock will also receive a new CUSIP number, 38341P 201, following the corporate action.
For an investor holding 800 shares immediately before the reverse stock split, for example, the position would generally become 10 shares following the 1-for-80 consolidation, subject to the company’s stated treatment of fractional shares.
The reverse stock split is not intended to alter an individual stockholder’s proportional ownership of the company. Because shares outstanding and the number of shares held by each investor are adjusted proportionately, each stockholder’s percentage ownership and proportional voting power will remain substantially unchanged, except for minor changes associated with the treatment of fractional shares.
Fractional Shares and Investor Accounts
Gossamer Bio will not issue fractional shares as a result of the reverse stock split. Instead, stockholders entitled to a fractional share will receive the amount of a whole share necessary to round their resulting position up to the nearest whole share.
For shares held through The Depository Trust Company (DTC), fractional shares will similarly be addressed at the DTC participant level, with fractions issued as necessary to round up to the nearest whole share.
Investors who hold Gossamer shares through a broker, bank or other nominee in “street name” will have the reverse stock split processed through their respective financial institution.
The company has noted that brokers, banks and other nominees may follow their own procedures for implementing the reverse stock split. Investors who hold shares through such institutions may therefore wish to consult their broker or financial intermediary if they have questions about how the adjustment will appear in their accounts.
Authorized Shares to Be Reduced
In addition to consolidating outstanding common stock, Gossamer Bio is reducing the number of authorized shares of common stock.
The number of authorized common shares will decrease from 4 billion to 50 million. At the same time, total authorized shares of capital stock will be reduced from 4.07 billion to 120 million.
This authorized share reduction is being implemented in connection with the reverse stock split and represents a substantial decrease in the company’s available authorized share count.
The adjustment is separate from the number of shares that individual stockholders currently own. It relates to the maximum number of shares the company is authorized to issue under its governing corporate documents.
The reverse stock split will not change the par value of Gossamer Bio’s common stock.
Adjustments to Convertible Securities and Equity Awards
The effects of the reverse stock split will extend beyond the company’s currently outstanding common shares. Gossamer said that certain outstanding securities and equity awards will be adjusted proportionately in accordance with their respective terms.
The conversion rates associated with the company’s outstanding convertible notes will be adjusted to reflect the 1-for-80 split ratio.
Similarly, the number of common shares issuable upon the exercise of outstanding warrants and prefunded warrants will be proportionately adjusted. The applicable exercise prices of those securities will also be adjusted in accordance with their terms and the reverse stock split ratio.
Outstanding equity awards issued under Gossamer’s equity incentive plans will undergo corresponding adjustments as well. The number of shares subject to outstanding awards and applicable exercise prices will be adjusted to reflect the reverse stock split.
The number of shares reserved for future issuance under the company’s equity incentive plans will also be proportionately reduced.
These adjustments are intended to preserve the economic relationship associated with the company’s outstanding convertible securities, warrants and equity awards following the reverse stock split.
No Intended Change in Ownership Proportions
Although the reverse stock split will substantially reduce the number of outstanding shares, Gossamer Bio said the transaction will not change each stockholder’s percentage ownership interest in the company or proportional voting power, apart from minor changes resulting from the treatment of fractional shares.
For example, an investor holding a particular percentage of Gossamer immediately before the transaction should continue to hold approximately the same percentage after the split, assuming no other transactions affect the company’s capitalization.
The major difference will be the number of shares represented in each account and the corresponding market price per share.
A reverse stock split can increase the quoted per-share price because multiple existing shares are consolidated into a smaller number of shares. However, the transaction itself does not create additional corporate value or change the company’s fundamental business operations.
Computershare to Manage the Transaction
Computershare Trust Company, N.A. is serving as transfer agent for the reverse stock split and, together with its affiliate Computershare, Inc., is acting as exchange agent.
Stockholders who hold registered shares in book-entry form directly through Computershare Trust Company, N.A. will not be required to take action to receive their split-adjusted shares.
Likewise, stockholders whose shares are held through a broker, bank or other nominee will have their positions automatically adjusted and generally will not need to submit instructions to complete the reverse stock split.
The company has nevertheless advised that investors holding shares through intermediaries may be subject to the specific processing procedures of their broker, bank or nominee.
Supporting Nasdaq Listing Compliance
The central objective of the reverse stock split is to assist Gossamer Bio in regaining compliance with Nasdaq’s minimum bid price requirement.
Maintaining compliance with Nasdaq’s continued listing standards is important for publicly traded biotechnology companies because a listing on a major exchange can provide access to a broad investor base and established capital markets.
For Gossamer, the reverse stock split is being undertaken as a corporate measure to increase the company’s market price per share on a split-adjusted basis and address the applicable minimum bid price requirement.
The action does not represent a change to Gossamer’s core research and development strategy. The company remains focused on its clinical-stage biopharmaceutical activities, particularly the development and potential commercialization of seralutinib.
Seralutinib Remains Company’s Primary Focus
Gossamer Bio is developing seralutinib for pulmonary arterial hypertension (PAH) and pulmonary hypertension associated with interstitial lung disease (PH-ILD).
These conditions are serious forms of pulmonary hypertension that can significantly affect patients’ cardiovascular and respiratory function. The company’s continued development of seralutinib remains central to its broader corporate strategy.
The reverse stock split therefore occurs alongside the company’s ongoing clinical and commercial development efforts rather than representing a change in its therapeutic focus.
As Gossamer continues its work in pulmonary vascular disease, maintaining an appropriate capital structure and Nasdaq listing status can be important considerations for the company’s ability to access public capital markets and engage with investors.
Effective Date and Investor Information
Gossamer Bio expects the 1-for-80 reverse stock split to become effective at 11:59 p.m. ET on September 10, 2026. Split-adjusted trading is expected to begin at market open on September 11 under the existing “GOSS” ticker.
Additional information regarding the transaction is contained in Gossamer Bio’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on June 9, 2026.
Investors can access the company’s regulatory filings through the U.S. Securities and Exchange Commission and company information through Gossamer Bio.
The completion of the reverse stock split will mark a significant change in Gossamer Bio’s share structure, with every 80 pre-split shares consolidated into one share. At the same time, authorized share capacity will be reduced and outstanding securities and equity awards will be adjusted accordingly.
For Gossamer Bio, the immediate objective is clear: use the reverse stock split to address Nasdaq’s minimum bid price requirement while continuing to advance its clinical-stage biopharmaceutical strategy. The company’s progress in developing seralutinib for pulmonary vascular diseases will remain a key factor in its future clinical and corporate trajectory.
About Gossamer Bio
Gossamer Bio is a clinical-stage biopharmaceutical company focused on the development and commercialization of seralutinib for the treatment of pulmonary arterial hypertension and pulmonary hypertension associated with interstitial lung disease. Its goal is to be an industry leader in, and to enhance the lives of patients living with, pulmonary hypertension.