Gossamer Bio Announces Proposed Concurrent Public Offerings of Common Stock and Convertible Senior Notes Due 2027
May 18 2020 - 4:01PM
Business Wire
Gossamer Bio, Inc. (Nasdaq: GOSS), a clinical-stage
biopharmaceutical company focused on discovering, acquiring,
developing and commercializing therapeutics in the disease areas of
immunology, inflammation and oncology, today announced that it
intends to offer, subject to market and other conditions, shares of
common stock and convertible senior notes due 2027 (the “notes”) in
separate concurrent underwritten public offerings registered under
the Securities Act of 1933, as amended.
Gossamer also expects to grant the underwriters of the common
stock offering a 30-day option to purchase up to an additional 15%
of the shares of common stock offered, and expects to grant the
underwriters of the convertible senior notes offering a 13-day
option to purchase up to an additional 15% of the aggregate
principal amount of notes offered solely to cover
over-allotments.
The notes will be senior, unsecured obligations of Gossamer and
will accrue interest payable semi-annually in arrears and will
mature on June 1, 2027 unless earlier repurchased, redeemed or
converted. The notes will be convertible into cash, shares of
Gossamer’s common stock or a combination thereof, at Gossamer’s
election. The interest rate, conversion rate and other terms of the
notes will be determined at the time of pricing of the offering of
the notes.
Gossamer intends to use the combined net proceeds of the
offerings to fund research and development of its product
candidates and development programs and for working capital and
general corporate purposes.
BofA Securities and SVB Leerink are acting as joint book-running
managers for the common stock offering.
BofA Securities, SVB Leerink and Piper Sandler are acting as
joint book-running managers for the convertible senior notes
offering.
The offerings are subject to market and other conditions, and
there can be no assurance as to whether or when the offerings may
be completed, or as to the actual size or terms of the offerings.
The closing of each offering is not contingent on the closing of
the other offering.
The securities described above are being offered by Gossamer
pursuant to a shelf registration statement filed by Gossamer with
the Securities and Exchange Commission (“SEC”) that became
automatically effective upon filing. Each offering is being made
only by means of a separate prospectus supplement and the related
prospectus relating to such offering that will be filed with the
SEC. Copies of the applicable prospectus supplement and related
prospectus relating to each offering may be obtained from BofA
Securities, NC1-004-03-43, 200 North College Street, 3rd floor,
Charlotte, NC 28255-0001, Attention: Prospectus Department, or by
email at dg.prospectus_requests@bofa.com or from SVB Leerink LLC,
Attention: Syndicate Department, One Federal Street, 37th Floor,
Boston, MA 02110, or by telephone at 1-800-808-7525, ext. 6218, or
by email at syndicate@svbleerink.com; or, with respect to the
convertible senior notes offering, from Piper Sandler & Co.,
Attention: Prospectus Department, 800 Nicollet Mall, J12S03,
Minneapolis, MN 55402, or by telephone at 1-800-747-3924 or by
email at prospectus@psc.com. You may also obtain these documents
free of charge when they are available by visiting EDGAR on the
SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor will there be any sale of
these securities, in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About Gossamer Bio
Gossamer Bio is a clinical-stage biopharmaceutical company
focused on discovering, acquiring, developing and commercializing
therapeutics in the disease areas of immunology, inflammation and
oncology. Its goal is to be an industry leader in each of these
therapeutic areas and to enhance and extend the lives of patients
suffering from such diseases.
Forward-Looking Statements
Gossamer cautions you that statements contained in this press
release regarding matters that are not historical facts are
forward-looking statements. These statements are based on
Gossamer’s current beliefs and expectations. Such forward-looking
statements include, but are not limited to, statements regarding
the completion, timing and size of the offerings and the
anticipated use of proceeds therefrom, and the grant of the options
to purchase additional shares and notes. Such forward-looking
statements involve substantial risks and uncertainties that could
cause our actual results, performance or achievements to differ
significantly from those expressed or implied by the
forward-looking statements. The inclusion of forward-looking
statements should not be regarded as a representation by Gossamer
that any of its plans will be achieved. Actual results may differ
from those set forth in this press release due to the risks and
uncertainties inherent in Gossamer’s business, including, without
limitation: the risks and uncertainties associated with market
conditions and the satisfaction of customary closing conditions
related to the proposed public offerings, as well as the risks and
uncertainties inherent in Gossamer’s business described in the its
prior press releases and filings with the SEC, including under the
heading “Risk Factors” in Gossamer’s annual report on Form 10-K,
quarterly report on Form 10-Q and any subsequent filings with the
SEC. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof,
and Gossamer undertakes no obligation to update such statements to
reflect events that occur or circumstances that exist after the
date hereof, except as required by law. All forward-looking
statements are qualified in their entirety by this cautionary
statement, which is made under the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995.
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version on businesswire.com: https://www.businesswire.com/news/home/20200518005706/en/
For Investors and Media: Bryan Giraudo Gossamer Bio
Investor Relations ir@gossamerbio.com
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