Gossamer Bio (GOSS) Proxy filing summary

Executive summary

• Special Meeting called to address proposals related to a major Exchange Offer, including the exchange of $200 million in 5.00% Convertible Senior Notes due 2027 for new 7.50% Convertible Senior Secured First Lien Notes due 2030, common stock, and warrants, aiming to improve capital structure and address debt obligations before maturity.

• The Exchange Offer is supported by holders of approximately 75.2% of the outstanding principal amount of the existing notes, who have entered into voting agreements to support all proposals.

• The Exchange Offer will result in significant dilution to existing common stockholders, with noteholders potentially owning up to 78.7% of outstanding shares upon full conversion.

Voting matters and shareholder proposals

• Proposal 1: Approve, per Nasdaq Rule 5635(d), the issuance of shares upon conversion of new notes and exercise of up to 150 million warrants, exceeding 20% of pre-offer shares.

• Proposal 2: Approve amendment and restatement of the 2019 Incentive Award Plan to increase shares authorized for equity awards.

• Proposal 3: Approve amendment to increase authorized common stock from 700 million to 4 billion shares.

• Proposal 4: Approve 30 alternate amendments to effect a reverse stock split at ratios from 1-for-10 to 1-for-150 and proportionate reduction in authorized shares.

• Proposal 5: Approve adjournment of the meeting if more time is needed to solicit votes.

• Board unanimously recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board and compensation committee are composed of independent directors, with no interlocks or insider participation.

• Non-employee directors receive annual retainers and equity awards, with compensation subject to annual limits and vesting upon change in control.