Gossamer Bio Announces Final Results of Convertible Notes Exchange Offer, Strengthening Financial Position
Gossamer Bio, Inc., a clinical-stage biopharmaceutical company focused on advancing therapies for pulmonary hypertension, has announced the final results of its previously disclosed exchange offer involving its outstanding 5.00% Convertible Senior Notes due 2027. The transaction marks an important financial milestone for the company as it continues to advance the development of seralutinib, its lead investigational therapy for pulmonary arterial hypertension (PAH) and pulmonary hypertension associated with interstitial lung disease (PH-ILD).
The exchange offer was designed to improve Gossamer Bio’s capital structure, extend debt maturities, and provide additional financial flexibility as the company advances its clinical development programs. Following the completion of the transaction, a substantial majority of the company’s existing convertible debt has been exchanged for a combination of newly issued securities, significantly reducing the amount of outstanding notes scheduled to mature in 2027.
The final results indicate strong participation from noteholders and represent a significant step in the company’s broader financial strategy aimed at supporting long-term growth and development efforts.
Overview of the Exchange Offer
The exchange offer allowed holders of Gossamer Bio’s existing 5.00% Convertible Senior Notes due 2027 to exchange their holdings for a proportional allocation of newly issued securities.
Under the terms of the transaction, participating investors received a combination of several financial instruments. These included new 7.50% Convertible Senior Secured First Lien Notes due 2030, shares of the company’s common stock, and in certain circumstances prefunded warrants that can be exercised for common shares in the future.
In addition, eligible institutional investors who participated before the designated early tender deadline were entitled to receive warrants to purchase additional shares of Gossamer Bio common stock.
The structure of the exchange was designed to provide noteholders with a mix of debt and equity-linked securities while enabling the company to reshape its balance sheet and extend its debt obligations beyond the original 2027 maturity date.
Through this approach, Gossamer Bio sought to reduce near-term financial pressures while maintaining access to capital necessary to support ongoing research, development, and potential commercialization activities.
Strong Participation from Noteholders
The exchange offer generated substantial participation from holders of the company’s existing convertible notes.
As previously disclosed by Gossamer Bio, by the extended early tender deadline of June 2, 2026, holders representing $181.052 million in aggregate principal amount of the outstanding 2027 convertible notes had validly tendered their securities and had not withdrawn them.
The tendered notes represented the overwhelming majority of the company’s outstanding convertible debt subject to the exchange offer. In addition to tendering their notes, participating holders also provided consent for proposed amendments to the governing indenture associated with the existing securities.
The level of participation demonstrated significant support from investors for the company’s proposed refinancing strategy and provided the foundation necessary for completing the transaction.
Originally, the exchange offer included a condition requiring at least 98% of the outstanding principal amount of the existing convertible notes to be tendered. However, after reviewing participation levels and consulting with supporting noteholders, Gossamer Bio agreed to modify this requirement.
The company and the required supporting noteholders amended the minimum participation threshold to 90.5% of the outstanding principal amount. This adjustment enabled the transaction to proceed despite participation remaining slightly below the original target.
The revised threshold ultimately allowed the company to complete the exchange and move forward with the planned restructuring of its debt obligations.
Early Settlement and Issuance of New Securities
Following the successful achievement of the revised participation requirement, Gossamer Bio completed the early settlement process on June 4, 2026.
As part of this settlement, holders who had validly tendered their existing notes received the offered securities in exchange for their holdings. The package included allocations of newly issued secured convertible notes, common equity, and warrants as applicable under the terms of the transaction.
A key component of the exchange involved the issuance of new 7.50% Convertible Senior Secured First Lien Notes due 2030. These securities replace a significant portion of the company’s existing convertible debt and extend the maturity profile of the obligation by approximately three years.
The secured nature of the new notes provides investors with additional protections while offering the company a pathway to manage its debt obligations over a longer period.
At the same time, the issuance of equity securities and warrants helped facilitate the overall exchange structure, providing participating investors with additional opportunities to benefit from future appreciation in the company’s stock.
Amendments to Existing Debt Agreements
Another important outcome of the exchange offer was the implementation of amendments to the indenture governing the remaining existing convertible notes.
As part of the transaction, Gossamer Bio entered into a supplemental indenture that significantly modified the terms associated with the original debt instruments.
The amendments eliminated substantially all restrictive covenants contained within the existing indenture. Restrictive covenants typically impose operational and financial limitations on issuers, affecting areas such as corporate transactions, financing activities, and other strategic decisions.
In addition to removing many of these restrictions, the amendments also eliminated certain events of default and related provisions that had previously applied to the outstanding notes.
These changes provide Gossamer Bio with greater operational flexibility as it executes its corporate strategy and continues to invest in clinical development initiatives.
The amendments were made possible because the company received the necessary consent from participating noteholders as part of the exchange process.
Final Tender Results Confirm Completion
The final expiration of the exchange offer occurred at 5:00 p.m. New York City time on June 16, 2026.
According to information provided by D.F. King & Co., Inc., which served as both exchange agent and information agent for the transaction, no additional noteholders elected to tender their securities after the earlier settlement deadline.
As a result, the aggregate principal amount of notes tendered remained unchanged from the amount previously announced.
Following completion of the exchange offer, approximately $18.948 million in aggregate principal amount of the original 5.00% Convertible Senior Notes due 2027 will remain outstanding.
This means that the vast majority of the original note issuance has now been exchanged for the newly structured securities.
The remaining outstanding notes will continue to be governed by the amended indenture and remain subject to the modified terms resulting from the consent solicitation process.
Supporting the Development of Seralutinib
The completion of the exchange offer comes at an important time for Gossamer Bio as the company advances seralutinib, its lead investigational therapy for pulmonary hypertension.
Seralutinib is being developed for the treatment of pulmonary arterial hypertension, a rare and progressive disease characterized by elevated blood pressure in the arteries connecting the heart and lungs. The condition can lead to significant cardiovascular complications, reduced quality of life, and ultimately heart failure if left untreated.
The company is also exploring the potential of seralutinib for pulmonary hypertension associated with interstitial lung disease, another serious condition with limited treatment options.
Advancing therapies through late-stage clinical development requires substantial financial resources, and companies frequently undertake financing and capital restructuring initiatives to ensure they maintain adequate liquidity and operational flexibility.
By extending a large portion of its debt maturity profile and restructuring existing obligations, Gossamer Bio has taken a meaningful step toward strengthening its financial foundation while continuing to pursue important clinical milestones.
The successful completion of the exchange offer represents more than a routine financial transaction. It reflects Gossamer Bio’s broader effort to align its capital structure with its long-term strategic objectives and ongoing clinical development plans.
With most of its outstanding 2027 convertible notes now exchanged for new securities maturing in 2030, the company has reduced near-term refinancing pressures and improved its financial flexibility.
The high level of noteholder participation suggests strong investor support for the company’s strategy and confidence in its future prospects. As Gossamer Bio continues advancing seralutinib through clinical development, the strengthened balance sheet may provide additional resources and stability needed to support future growth initiatives.
Moving forward, investors and industry observers will likely focus on both the company’s financial progress and the advancement of its pulmonary hypertension programs, which remain central to Gossamer Bio’s mission of developing innovative therapies for patients living with serious cardiopulmonary diseases.
About Gossamer Bio
Gossamer Bio is a biopharmaceutical company focused on the development of treatments for pulmonary hypertension. Its goal is to be an industry leader in, and to enhance the lives of patients living with, pulmonary hypertension.
