On May 18, 2020 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, reported 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 (Press release, Gossamer Bio, MAY 18, 2020, View Source [SID1234558253]).

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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 [email protected] 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 [email protected]; 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 [email protected]. 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.