Gossamer Bio, Inc. filed a Form 8-K on October 28, 2026, reporting the results of a special meeting of stockholders held on October 27, 2026, at which stockholders voted to approve the potential issuance of common stock under a Securities Purchase Agreement dated August 20, 2026.

Key Highlights

  • Proposal approved: Stockholders voted to approve the potential issuance of common stock pursuant to a Securities Purchase Agreement dated August 20, 2026, in accordance with Nasdaq Listing Rules 5635(c) and 5635(d).
  • Votes cast for: 2,808,000 shares voted in favor of the proposal.
  • Votes cast against: 37,814 shares voted against; 29,441 abstentions were recorded.
  • Broker non-votes: None recorded for the proposal.
  • Aggregate threshold: The proposed share issuances would, in the aggregate, exceed 20% of the shares of common stock issued and outstanding immediately prior to the Initial Closing under the Purchase Agreement.
  • Adjournment vote not called: Because the primary proposal was approved, a vote on adjourning the Special Meeting was not called.

Gossamer Bio Special Meeting Vote: Share Issuance Under August 2026 Purchase Agreement

According to the filing, Gossamer Bio, Inc. (NASDAQ:GOSS) convened a special meeting of stockholders on October 27, 2026, to consider one primary proposal: the approval, under Nasdaq Listing Rules 5635(c) and 5635(d), of the potential issuance of shares of common stock, par value $0.0001 per share, pursuant to a Securities Purchase Agreement dated August 20, 2026, by and among the company and the purchasers party thereto.

The filing describes that the proposed issuances included shares of common stock issuable upon (i) the exercise of Pre-Funded Warrants issued or issuable under the Purchase Agreement, (ii) the exercise of FDA Approval Warrants issuable under the Purchase Agreement, and (iii) the conversion of shares of Series A-1 Preferred Stock, Series A-2 Preferred Stock, and Series A-3 Preferred Stock, each issuable upon exercise of those warrants, as applicable. The filing also noted that the issuances covered shares potentially issuable to certain executive officers and directors of the company. According to the filing, the aggregate issuances would exceed 20% of the shares of common stock issued and outstanding immediately prior to the Initial Closing under the Purchase Agreement.

The proposal received 2,808,000 votes in favor, 37,814 votes against, and 29,441 abstentions, with no broker non-votes recorded, according to the filing. Because the proposal was approved, the company disclosed that a vote on the adjournment proposal described in the definitive proxy statement, dated and filed with the SEC on September 16, 2026, was not called during the Special Meeting. The 8-K was signed by Christian Waage, Executive Vice President and General Counsel.

What Was Disclosed

Gossamer Bio filed an 8-K disclosing the outcome of its October 27, 2026, special stockholder meeting, at which one proposal was voted upon and approved: authorization of common stock issuances under a Securities Purchase Agreement dated August 20, 2026, in compliance with applicable Nasdaq listing rules.