Gossamer Bio Completes 1-for-80 Reverse Stock Split to Support Nasdaq Listing Compliance
Gossamer Bio, Inc. (Nasdaq: GOSS), a clinical-stage biopharmaceutical company focused on developing and commercializing seralutinib for pulmonary arterial hypertension (PAH) and pulmonary hypertension associated with interstitial lung disease (PH-ILD), has completed its previously announced 1-for-80 reverse stock split of its common stock.
The company announced that it filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to implement the reverse stock split. The transaction also included a proportionate reduction in the number of authorized shares of Gossamer Bio’s common stock and a corresponding reduction in the total number of authorized shares of capital stock.
The reverse stock split and reduction in authorized shares became effective at 11:59 p.m. Eastern Time on September 10, 2026. Following the corporate action, Gossamer Bio’s common stock is expected to trade on a split-adjusted basis on the Nasdaq Global Select Market beginning at market open on September 11, 2026. The company will continue trading under its existing ticker symbol, “GOSS,” while its common stock will trade under a new CUSIP number, 38341P 201.
1-for-80 Reverse Stock Split Takes Effect
Under the terms of the reverse stock split, every 80 shares of Gossamer Bio common stock issued and outstanding immediately before the effective time were automatically combined and reclassified into one share of common stock.
The company said the reverse stock split does not change the underlying business or ownership structure of Gossamer Bio. Each stockholder’s percentage ownership interest and proportional voting power remain unchanged, other than minor adjustments that may result from the treatment of fractional shares.
Importantly, the par value of Gossamer Bio’s common stock remains unchanged at $0.0001 per share.
Rather than issuing fractional shares following the reverse stock split, Gossamer Bio will round up fractional entitlements to the nearest whole share. Accordingly, holders of record who would otherwise have been entitled to a fraction of a share will receive the additional fraction necessary to bring their holdings to one whole share.
For shares held through The Depository Trust Company, or DTC, fractional shares will similarly be issued as necessary to round up to the nearest whole share at the DTC participant level.
Stockholders who hold their shares through brokers, banks or other nominees in “street name” will have their positions adjusted through those institutions. Gossamer Bio noted that such brokers, banks or nominees may follow their own procedures when processing the reverse stock split for beneficial owners.
Convertible Securities and Equity Awards Adjusted
The reverse stock split also resulted in proportional adjustments to several of Gossamer Bio’s outstanding securities and equity-based compensation arrangements.
Following the effectiveness of the transaction, the conversion rates associated with the company’s outstanding convertible notes were proportionately adjusted according to the applicable terms of those securities. The affected debt instruments include Gossamer Bio’s 5.00% Convertible Senior Notes due 2027 and its 7.50% Convertible Senior Secured First Lien Notes due 2030.
The number of shares of common stock issuable upon the exercise of outstanding warrants and pre-funded warrants was also adjusted to reflect the 1-for-80 reverse stock split ratio. The applicable exercise prices of those securities were adjusted proportionately as well.
In addition, the number of shares subject to outstanding equity awards under Gossamer Bio’s equity incentive plans, together with the corresponding exercise prices, were adjusted in accordance with the terms of the plans and the reverse stock split.
The number of shares reserved for future issuance under the company’s equity incentive plans was also proportionately reduced.
These adjustments are designed to ensure that Gossamer Bio’s various securities and equity compensation arrangements appropriately reflect the reverse stock split while maintaining the applicable economic relationships established under their respective terms.
Authorized Shares Reduced
Alongside the reverse stock split, Gossamer Bio significantly reduced the number of shares of common stock it is authorized to issue.
The authorized number of common shares has been reduced from 4 billion shares to 50 million shares. At the same time, the company reduced its total authorized capital stock from 4.07 billion shares to 120 million shares.
The reduction in authorized shares was implemented proportionately in connection with the reverse stock split.
While the number of shares authorized for issuance has changed, the reverse stock split itself does not alter the percentage ownership of existing stockholders, except for limited changes associated with the treatment of fractional shares.
Focus on Nasdaq Listing Compliance
Gossamer Bio said the reverse stock split is intended to help the company regain compliance with Nasdaq’s minimum bid price requirement for continued listing on the Nasdaq Global Select Market.
Under Nasdaq’s listing requirements, the closing bid price of Gossamer Bio’s common stock must be at least $1.00 per share for a minimum of 10 consecutive business days before the company’s compliance deadline.
Gossamer Bio’s current compliance deadline is October 5, 2026.
The reverse stock split increases the per-share trading price by reducing the number of shares outstanding at the 1-for-80 ratio. For example, a hypothetical pre-split market price of $0.10 per share would mathematically correspond to $8.00 per share immediately following a 1-for-80 reverse split, although actual market trading prices can vary based on investor demand and other market factors.
The company emphasized, however, that there is no assurance that the reverse stock split will enable it to regain compliance with Nasdaq’s minimum bid price requirement.
There is also no assurance that Gossamer Bio’s common stock will continue to satisfy Nasdaq’s minimum bid price requirement after compliance is potentially regained, or that the company’s shares will remain listed on the Nasdaq Global Select Market.
The reverse stock split therefore represents an important corporate action as Gossamer Bio works to address its listing status while continuing its broader development activities.
Seralutinib Remains Central to Gossamer Bio’s Strategy
Gossamer Bio is a clinical-stage biopharmaceutical company whose primary focus is the development and commercialization of seralutinib for serious pulmonary diseases.
The company is developing seralutinib for the treatment of pulmonary arterial hypertension and pulmonary hypertension associated with interstitial lung disease, two conditions characterized by significant pulmonary vascular and cardiopulmonary challenges.
The reverse stock split is a corporate and capital-markets measure and does not represent a change to the company’s stated focus on seralutinib. Gossamer Bio continues to position the program around addressing significant unmet needs in pulmonary hypertension.
The company’s corporate actions, including the adjustment of its capital structure and efforts to maintain its Nasdaq listing, are occurring as it advances its clinical-stage biotechnology business.
Shareholder Actions Generally Not Required
Computershare Trust Company, N.A. is serving as Gossamer Bio’s transfer agent and, together with its affiliate Computershare, Inc., is acting as the exchange agent for the reverse stock split.
Stockholders who hold registered shares in book-entry form directly with Computershare Trust Company, N.A. do not need to take any action to receive their split-adjusted shares.
Likewise, investors who hold Gossamer Bio shares through a broker, bank or other nominee are not required to take action. Their positions will be automatically adjusted to reflect the reverse stock split.
However, because financial institutions may use different administrative procedures to process corporate actions, investors holding shares through brokers or other nominees may receive communications from those institutions regarding the adjustment.
Reverse Split Marks a Significant Capital Structure Adjustment
Gossamer Bio’s 1-for-80 reverse stock split represents a substantial change to the company’s share count and per-share structure. At the same time, the transaction was designed to preserve the proportional economic and voting interests of existing shareholders, subject to the treatment of fractional shares.
The adjustment also extends across the company’s convertible notes, warrants, pre-funded warrants and equity awards, ensuring that those instruments reflect the new share structure.
Most importantly, the reverse stock split is intended to address the company’s Nasdaq minimum bid price deficiency ahead of the October 5, 2026 compliance deadline. Gossamer Bio must achieve and maintain the required closing bid price for the specified period to satisfy the listing requirement.
The company has cautioned investors that completing the reverse stock split does not guarantee Nasdaq compliance or continued listing. Market conditions, trading activity and other factors can influence the company’s share price following the split.
With the transaction now effective, Gossamer Bio’s common stock is scheduled to begin split-adjusted trading under the existing “GOSS” ticker on the Nasdaq Global Select Market. The company will continue its efforts to advance its clinical-stage pipeline, with seralutinib remaining the central focus of its development and commercialization strategy in pulmonary arterial hypertension and pulmonary hypertension associated with interstitial lung disease.
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.