goss-20210930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________

FORM 10-Q

_________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________to_________.

Commission File Number: 001-38796

_________________________

GOSSAMER BIO, INC.

(Exact name of Registrant as specified in its charter).

_________________________


Delaware			47-5461709
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

3013 Science Park Road	San Diego	California	92121
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (858) 684-1300

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

GOSS

Nasdaq Global Select Market

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Table of Contents

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

As of November 4, 2021, the registrant had 76,463,531 shares of common stock ($0.0001 par value) outstanding.

Table of Contents

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION

	Item 1	Condensed Consolidated Financial Statements (unaudited)	4
		Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020	4
		Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months ended Sept ember 30, 2021 and 2020	5
		Condensed Consolidated Statements of Stockholders’ Equity for the Nine Months ended September 30, 2021 and 2020	6
		Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2021 and 2020	8
		Notes to Unaudited Condensed Consolidated Financial Statements	9
	Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
	Item 3	Quantitative and Qualitative Disclosures About Market Risk	32
	Item 4	Controls and Procedures	32

PART II. OTHER INFORMATION

	Item 1	Legal Proceedings	33
	Item 1A	Risk Factors	33
	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	33
	Item 3	Defaults Upon Senior Securities	33
	Item 4	Mine Safety Disclosures	33
	Item 5	Other Information	33
	Item 6	Exhibits	33
		Exhibit Index	34
		Signatures	35

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PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

GOSSAMER BIO, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands, except share and par value amounts)


	September 30, 2021		December 31, 2020
ASSETS
Current assets
Cash and cash equivalents	$	213,474	$	486,055
Marketable securities	152,546		26,573
Restricted cash	64		565
Prepaid expenses and other current assets	7,908		9,129
Total current assets	373,992		522,322
Property and equipment, net	5,621		5,534
Operating lease right-of-use assets	6,311		10,550
Other assets	1,114		1,027
Total assets	$	387,038	$	539,433
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	1,185		7,508
Accrued research and development expenses	13,806		10,431
Accrued expenses and other current liabilities	20,905		20,711
Total current liabilities	35,896		38,650
Long-term convertible senior notes	148,378		143,642
Long-term debt	28,991		28,744
Operating lease liabilities - long-term	3,964		7,713
Total liabilities	217,229		218,749
Commitments and contingencies
Stockholders' equity
Preferred stock, $0.0001 par value; 70,000,000 shares authorized; no shares issued or outstanding as of September 30, 2021 and December 31, 2020	—		—
Common stock, $0.0001 par value; 700,000,000 shares authorized as of September 30, 2021 and December 31, 2020; 76,225,279 shares issued and 75,300,074 shares outstanding as of September 30, 2021, and 75,524,254 shares issued and 73,874,904 shares outstanding as of December 31, 2020	8		8
Additional paid-in capital	924,914		897,607
Accumulated deficit	(755,250)		(577,530)
Accumulated other comprehensive income	137		599
Total stockholders' equity	169,809		320,684
Total liabilities and stockholders' equity	$	387,038	$	539,433

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

GOSSAMER BIO, INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

(in thousands, except share and per share amounts)


	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
Operating expenses:
Research and development	$	43,190	$	41,846	$	129,335	$	121,944
In process research and development	15		275		60		18,080
General and administrative	12,459		11,448		35,068		33,851
Total operating expenses	55,664		53,569		164,463		173,875
Loss from operations	(55,664)		(53,569)		(164,463)		(173,875)
Other income (expense), net
Interest income	191		580		525		3,076
Interest expense	(4,889)

SEC Form 10-Q filed by Gossamer Bio, Inc.