Filed Pursuant to Rule 433
Registration No. 333-237639
Issuer Free Writing Prospectus, dated May 18, 2020
Gossamer Bio Announces Proposed Concurrent Public Offerings of Common Stock and
Convertible Senior Notes due 2027
SAN
DIEGO(BUSINESS WIRE)May 18, 2020Gossamer 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 Gossamers common stock or a combination thereof, at Gossamers 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