Current Report Filing (8-k)
February 12 2019 - 5:15PM
Edgar (US Regulatory)
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): February 12, 2019
GOSSAMER BIO, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-38796
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47-5461709
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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3013 Science Park Road
San Diego, California 92121
(Address of principal executive offices) (Zip Code)
(858)
684-1300
(Registrants telephone number, include 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 12, 2019, Gossamer Bio, Inc. (the Company) filed an amended and restated certificate of incorporation (the
Restated Certificate) with the Secretary of State of the State of Delaware in connection with the closing of the initial public offering (the IPO) of shares of its common stock. The Companys board of directors and
stockholders previously approved the Restated Certificate to be effective subject to and effective upon the closing of the IPO.
The
Restated Certificate amends and restates the Companys certificate of incorporation in its entirety to, among other things: (i) increase the authorized number of shares of common stock to 700,000,000 shares; (ii) eliminate all
references to the previously existing series of convertible preferred stock; (iii) authorize 70,000,000 shares of undesignated preferred stock that may be issued from time to time by the Companys board of directors in one or more series;
(iv) establish a classified board of directors, divided into three classes, each of whose members will serve for staggered three-year terms; (v) provide that directors may be removed from office only for cause by the affirmative vote of
the holders of at least
two-thirds
of the Companys outstanding capital stock then entitled to vote in an election of directors; (vi) eliminate the ability of the Companys stockholders to take
action by written consent in lieu of a meeting; and (vii) designate the Court of Chancery of the State of Delaware to be the sole and exclusive forum for certain actions, including, but not limited to, derivative actions or proceedings brought
on behalf of the Company or actions asserting claims of breach of a fiduciary duty owed by, or other wrongdoing by, any of the Companys directors, officers, employees or agents to the Company or the Companys stockholders.
The foregoing description of the amendments made in the Restated Certificate is qualified by reference to the Restated Certificate, a copy of
which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
On February 12, 2019, in connection with the
closing of the IPO, the amended and restated bylaws of the Company (the Amended and Restated Bylaws), previously approved by the Companys board of directors to become effective upon the effectiveness of the Restated Certificate,
became effective. The Amended and Restated Bylaws amend and restate the Companys bylaws in their entirety to, among other things: (i) establish procedures relating to the presentation of stockholder proposals at stockholder meetings;
(ii) establish procedures relating to the nomination of directors; and (iii) conform to the amended provisions of the Restated Certificate.
The foregoing description of the amendments made in the Amended and Restated Bylaws is qualified by reference to the Amended and Restated
Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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 hereunto duly authorized.
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GOSSAMER BIO, INC.
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Date: February 12, 2019
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By:
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/s/ Christian Waage
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Christian Waage
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Executive Vice President and General Counsel
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