Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 28, 2023

GOSSAMER BIO, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-38796	47-5461709
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3013 Science Park Road

San Diego, California, 92121

(Address of Principal Executive Offices) (Zip Code)

(858) 684-1300

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

GOSS

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 28, 2023, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Gossamer Bio, Inc. (the “Company”), and pursuant to the amended and restated bylaws of the Company, the Board appointed John Quisel, J.D., Ph.D. to serve as a Class III director, with an initial term expiring at the Company’s 2024 annual meeting of stockholders. In connection with Dr. Quisel’s appointment, the Board has appointed Dr. Quisel to the Audit Committee of the Board (the "Audit Committee"). Since 2020, Dr. Quisel has served as the President and Chief Executive Officer of Disc Medicine, Inc. From 2006 to 2020, Dr. Quisel served in various positions at Acceleron Pharma Inc., most recently as Chief Business Officer.

Pursuant to the Company’s non-employee director compensation program, Dr. Quisel (i) will receive an annual cash retainer of $40,000 for service on the Board, (ii) will receive an annual cash retainer of $7,500 for service on the Audit Committee, and (iii) was granted on the date of his appointment an option to purchase 230,000 shares of the Company’s common stock, which vests monthly over three years. Dr. Quisel has also entered into the Company’s standard form of Indemnification Agreement, the form of which was filed as Exhibit 10.14 to the Company's Form S-1, filed with the SEC on December 21, 2018, and incorporated herein by reference.

There is no arrangement or understanding between Dr. Quisel and any other person pursuant to which Dr. Quisel was appointed as a director. Dr. Quisel is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended. The Board has determined that Dr. Quisel is an independent director in accordance with the listing requirements of the Nasdaq Global Select Market.

On November 29, 2023, the Company issued a press release announcing Dr. Quisel’s appointment to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No						Description
99.1						Press Release dated November 29, 2023.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	GOSSAMER BIO, INC.

Date: November 29, 2023	By:	/s/ Christian Waage
		Christian Waage
		Executive Vice President, Technical Operations & Administration

Gossamer Bio Announces Appointment of John Quisel, J.D., Ph.D., to its Board of Directors

SAN DIEGO — (BUSINESS WIRE) — November 29, 2023 — Gossamer Bio, Inc. (Nasdaq: GOSS), a clinical-stage biopharmaceutical company focused on the development and commercialization of seralutinib for the treatment of pulmonary arterial hypertension (PAH), today announced the appointment of John Quisel, J.D., Ph.D., President and CEO of Disc Medicine, to its Board of Directors.

“Today, we are thrilled to announce that Dr. John Quisel has joined the Gossamer team," said Faheem Hasnain, Chairman, Co-Founder and CEO of Gossamer Bio. “Not only is Dr. Quisel a recognized industry leader with a proven track record of success, but he also brings unique strategic insights and experience in PAH, which will be invaluable. We are confident that Dr. Quisel’s appointment enhances our ability to get seralutinib to patients.”

“I am honored to join Gossamer’s Board at this pivotal moment for the Company,” said Dr. Quisel. “Despite recent advances, PAH remains a progressive and fatal disease, and for this reason I am excited to rejoin the fight against PAH with Gossamer.”

Dr. Quisel is currently the President and CEO of Disc Medicine, a position he has held since January 2020 and during which time, the company established a multi-product portfolio of hematology programs and became a publicly-traded company.

Previously, Dr. Quisel was the Executive Vice President and Chief Business Officer at Acceleron Pharma, where he spent more than thirteen years in various senior roles helping to build the company from a privately-held startup to a fully-integrated, publicly-traded company. Dr. Quisel led the initiative to re-acquire rights for sotatercept for pulmonary hypertension from Bristol-Myers Squibb, which eventually led to the acquisition of Acceleron by Merck & Co. for over $11 billion in 2021. During his tenure, Dr. Quisel also served in various roles, including Senior Vice President of Corporate Development and General Counsel. Prior to Acceleron, he was an attorney at the firms Ropes & Gray and Foley Hoag.

Dr. Quisel received an A.B. in biological sciences from Harvard College, an M.Sc. in biology from Stanford University, a Ph.D. in biology from the Massachusetts Institute of Technology, and a J.D. from Harvard Law School.

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. Its goal is to

be an industry leader in, and to enhance the lives of patients suffering from, pulmonary hypertension.

For Investors and Media:

Bryan Giraudo, Chief Operating Officer and Chief Financial Officer

Gossamer Bio Investor Relations

ir@gossamerbio.com

Cover	Nov. 28, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 28, 2023
Entity Registrant Name	GOSSAMER BIO, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38796
Entity Tax Identification Number	47-5461709
Entity Address, Address Line One	3013 Science Park Road
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92121
City Area Code	858
Local Phone Number	684-1300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	GOSS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001728117
Amendment Flag	false