Gossamer Bio Inc.
09/25/2025 | Press release | Distributed by Public on 09/25/2025 07:09
Private Placement (Form 8-K)
Item 3.02. Unregistered Sales of Equity Securities.
On September 24, 2025, Gossamer Bio, Inc. (the "Company") entered into that certain Option Agreement and Plan of Merger and Reorganization (the "Agreement") pursuant to which the Company was granted the right, but in no circumstances the obligation, to acquire Respira Therapeutics, Inc. ("Respira") via a merger (the "Company Merger Option") with Prana Bio, Inc. ("Prana"), the 100% owner of Respira. The Company Merger Option will remain exercisable until the earlier of December 31, 2027 and the completion of certain development activities by Respira, unless earlier terminated in accordance with the terms of the Agreement.
Subject to certain terms and conditions set forth in the Agreement, the Company (i) issued 2,500,000 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") to Prana on September 24, 2025 as consideration for the grant of the Company Merger Option and (ii) agreed to (a) issue up to an additional 1,500,000 shares of Common Stock following the exercise of the Company Merger Option at the closing of the transaction and (b) upon the achievement of specified regulatory and sales milestones following the closing of the transaction, make cash and stock milestone payments, including the issuance of up to approximately 6,688,964 additional shares of Common Stock (provided that the number shares to be actually issued shall be calculated at the time of issuance by dividing the value of the applicable milestone obligation to be paid in stock by the average closing price of the Common Stock as reported on the Nasdaq Global Select Market for the thirty consecutive trading days ending on the second trading day prior to the date of achievement of the applicable milestone), in each case, to the current stockholders of Prana and the former stockholders of Respira in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended.
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