- In Conjunction with Offering, Interim TORREY
OLE Data and PROSERA Phase 3 Design Disclosed via 8-K; Conference
Call to Discuss Data and Phase 3 Design with Leading PAH KOLs to be
Held on July 25th -
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), announced today that it has entered
into a securities purchase agreement with institutional and
accredited investors to sell securities in a private placement for
gross proceeds of approximately $212 million, before deducting
placement agent fees and offering expenses.
The financing includes participation from new and existing
institutional investors, including New Enterprise Associates (NEA),
EcoR1 Capital, Armistice Capital, Farallon, Madison Avenue
Partners, LP., Nantahala, Samsara BioCapital, SilverArc Capital,
Octagon Capital, Boxer Capital, Invus, the Federated Hermes
Kaufmann Funds, Palo Alto Investors LP, and Rock Springs Capital,
and certain directors and executive officers of Gossamer.
In the private placement, Gossamer is selling 129,869,440 shares
of its common stock and accompanying warrants to purchase up to
32,467,360 shares of common stock, at a combined price of $1.63125
per share of common stock and accompanying warrant (or a combined
price of $1.85125 per share and accompanying warrant for
participating officers and directors). The warrants will have an
exercise price of $2.04 per share of common stock, will be
immediately exercisable and expire on July 24, 2028. The private
placement is expected to close on July 24, 2023, subject to
customary closing conditions. The financing was priced
at-the-market under Nasdaq rules.
Gossamer intends to use the net proceeds from the private
placement to fund the ongoing development and commercialization of
seralutinib and for working capital and general corporate
purposes.
“We are grateful for the support from this investor syndicate
and thrilled to embark on the registrational PROSERA Phase 3 trial,
the next step towards bringing seralutinib to patients with PAH,”
said Faheem Hasnain, Co-Founder, Chairman and CEO of Gossamer.
In addition to announcing this financing, Gossamer today
disclosed via 8-K an interim update of its TORREY open-label
extension (OLE) data and details of the design of the PROSERA
study. A conference call to discuss this information with global
PAH leaders, Dr. Ray Benza, Dr. Ardi Ghofrani, and Dr. Jim White
will be held on Tuesday, July 25th at 10:00 a.m. EDT.
The live audio webcast may be accessed through the “Events /
Presentations” page in the “Investors” section of the Company's
website at www.gossamerbio.com. Alternatively, the conference call
may be accessed through the following:
Date / Time: July 25, 10:00 a.m. EDT Domestic Dial-in Number:
1-800-285-6670 International Dial-in Number: 713-481-0091
Conference Reference: Seralutinib Program Update Call Live Webcast:
https://edge.media-server.com/mmc/p/qzyj9utp
A replay of the audio webcast will be available for 30 days on
the “Investors” section of the Company's website,
www.gossamerbio.com.
Leerink Partners is acting as lead placement agent for the
private placement. H.C. Wainwright & Co. is acting as
co-placement agent. Piper Sandler and Wedbush PacGrow are acting as
capital markets advisors to Gossamer Bio.
The securities described above have not been registered under
the Securities Act of 1933, as amended. Accordingly, these
securities may not be offered or sold in the United States, except
pursuant to an effective registration statement or an applicable
exemption from the registration requirements of the Securities Act.
Gossamer has agreed to file a registration statement with the
Securities and Exchange Commission registering the resale of the
shares of common stock and shares of common stock issuable upon the
exercise of the warrants issued in this private placement.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such jurisdiction.
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.
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 the
Company’s current beliefs and expectations. Such forward-looking
statements include, but are not limited to, statements related to
the timing, size and expectation of the closing of the private
placement, expectations regarding market conditions, the
satisfaction of customary closing conditions related to the private
placement and the anticipated use of proceeds therefrom, and plans
to embark on the PROSERA study. 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 financing; and other risks described in the Company’s
prior press releases and the Company’s filings with the Securities
and Exchange Commission (SEC), including under the heading “Risk
Factors” in the Company’s annual report on Form 10-K 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. 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230720022834/en/
For Investors and Media: Bryan Giraudo, Chief Operating
Officer and Chief Financial Officer Gossamer Bio Investor Relations
ir@gossamerbio.com
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