goss-20260331

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 March 31, 2026


☐			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.)

3115 Merryfield Row, Suite 120	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. ☐


PART I. FINANCIAL INFORMATION

	Item 1	Condensed Consolidated Financial Statements (unaudited)	4
		Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025	4
		Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months ended March 31, 2026 and 2025 (unaudited)	5
		Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the Three Months ended March 31, 2026 and 2025 (unaudited)	6
		Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2026 and 2025 (unaudited)	7
		Notes to Unaudited Condensed Consolidated Financial Statements	8
	Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
	Item 3	Quantitative and Qualitative Disclosures About Market Risk	35
	Item 4	Controls and Procedures	35

PART II. OTHER INFORMATION

	Item 1	Legal Proceedings	36
	Item 1A	Risk Factors	36
	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	36
	Item 3	Defaults Upon Senior Securities	36
	Item 4	Mine Safety Disclosures	36
	Item 5	Other Information	36
	Item 6	Exhibits	36
		Exhibit Index	37
		Signatures	38


	March 31, 2026		December 31, 2025
ASSETS	(unaudited)
Current assets
Cash and cash equivalents	$	41,028	$	37,732
Marketable securities	58,187		99,200

Receivable from contracts with collaborators	9,252		12,227
Prepaid expenses and other current assets	16,069		18,485
Total current assets	124,536		167,644
Property and equipment, net	59		64
Operating lease right-of-use assets	3,906		4,133
Other assets	398		408
Total assets	$	128,899	$	172,249
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	10,822	$	5,959
Accrued research and development expenses	17,395		21,662

Current contract liabilities	8,741		19,987
Accrued expenses and other current liabilities	19,548		15,827
Total current liabilities	56,506		63,435
Long-term convertible senior notes	198,763		198,508

Operating lease liabilities - long-term	3,213		3,460
Long-term contract liabilities	31,900		29,606

Total liabilities	290,382		295,009
Commitments and contingencies (Note 9)
Stockholders' equity (deficit)
Common stock, $0.0001 par value; 700,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 234,696,282 shares issued and outstanding as of March 31, 2026, and 233,677,057 shares issued and outstanding as of December 31, 2025	24		24
Additional paid-in capital	1,328,119		1,321,303
Accumulated deficit	(1,485,602)		(1,438,938)
Accumulated other comprehensive loss	(4,024)		(5,149)
Total stockholders' deficit	(161,483)		(122,760)
Total liabilities and stockholders' equity (deficit)	$	128,899	$	172,249


	Three months ended March 31,
		2026		2025
Revenue:

Revenue from contracts with collaborators		$	16,955	$	9,889
Total revenue		16,955		9,889
Operating expenses:
Research and development		43,075		38,041

General and administrative		18,746		8,658
Total operating expenses		61,821		46,699
Loss from operations		(44,866)		(36,810)
Other income (expense)
Interest income		354		294
Interest expense		(2,755)		(2,746)
Other income, net		603		2,624
Total other income (loss), net		(1,798)		172


Net loss		$	(46,664)	$	(36,638)
Other comprehensive income (loss):
Foreign currency translation		1,192		(1,903)
Unrealized loss on marketable securities		(67)		(110)
Other comprehensive income (loss)		1,125		(2,013)
Comprehensive loss		$	(45,539)	$	(38,651)
Net loss per share, basic and diluted		$	(0.20)	$	(0.16)

Weighted average common shares outstanding, basic and diluted		234,137,364		226,818,051


	Common stock			Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive income (loss)		Total stockholders' equity (deficit)
	Shares	Amount
Balance as of December 31, 2025	233,677,057	$	24	$	1,321,303	$	(1,438,938)	$	(5,149)	$	(122,760)


Exercise of stock options	211,460	—		220		—		—		220
Stock-based compensation	—	—		6,304		—		—		6,304
Issuance of common stock pursuant to Employee Stock Purchase Plan	807,765	—		292		—		—		292

Net loss	—	—		—		(46,664)		—		(46,664)
Other comprehensive income	—	—		—		—		1,125		1,125
Balance as of March 31, 2026	234,696,282	$	24	$	1,328,119	$	(1,485,602)	$	(4,024)	$	(161,483)


	As of
	March 31, 2026		December 31, 2025
Accrued compensation and benefits	$	12,646	$	11,211
Operating lease liabilities	957		938
Accrued consulting fees	1,602		1,807
Accrued interest	3,333		833
Accrued legal fees	181		84

Accrued accounting fees	393		449

Accrued income tax	6		6
Accrued other	430		499
Total accrued expenses and other current liabilities	$	19,548	$	15,827


	Fair Value Measurements at End of Period Using:
	Total Fair Value		Quoted Market Prices for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of March 31, 2026
Money market funds	$	24,350	$	24,350	$	—	$	—
U.S. Treasury and agency securities	17,150		17,150		—		—
Commercial paper	37,420		—		37,420		—
Corporate debt securities	8,000		—		8,000		—
As of December 31, 2025
Money market funds	$	22,228	$	22,228	$	—	$	—
U.S. Treasury and agency securities	8,090		8,090		—		—
Commercial paper	73,592		—		73,592		—
Corporate debt securities	27,377		—		27,377		—


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Total Fair Value
As of March 31, 2026
U.S. Treasury and agency securities	$	17,150	$	—	$	—	$	17,150
Corporate debt securities	8,000		—		—		8,000
Commercial paper	33,036		6		(5)		33,037
Total marketable securities	$	58,186	$	6	$	(5)	$	58,187
Number of securities with unrealized losses					6

As of December 31, 2025
U.S. Treasury and agency securities	$	8,088	$	2	$	—	$	8,090
Corporate debt securities	27,359		18		—		27,377
Commercial paper	73,544		49		(1)		73,592
Total marketable securities	$	108,991	$	69	$	(1)	$	109,059
Number of securities with unrealized losses					1


	Estimated Fair Value
Less than one year	$	58,187
Greater than one year	—
Total	$	58,187


	March 31, 2026		December 31, 2025
Principal amount	$	200,000	$	200,000
Unamortized debt discount	(1,159)		(1,398)
Unamortized debt issuance cost	(78)		(94)
Net carrying amount	$	198,763	$	198,508


	Shares Subject to Options Outstanding			Weighted- Average
	Shares	Weighted- Average Exercise Price		Remaining Contractual Life (Years)	Aggregate Intrinsic Value
					(in thousands)
Outstanding as of December 31, 2025	47,436,953	$	1.74	7.4	$	84,257
Options granted	60,881,410	$	0.94
Options exercised	(211,460)	$	1.04
Options forfeited/cancelled	(49,289,918)	$	1.84
Outstanding as of March 31, 2026	58,816,985	$	0.82	7.4	$	—
Options vested and expected to vest as of March 31, 2026	58,816,985	$	0.82	7.4	$	—
Options exercisable as of March 31, 2026	25,364,126	$	1.11	6.3	$	—


	Three months ended March 31,
		2026	2025
2027 Notes		12,321,900	12,321,900
Shares issuable upon exercise of stock options		58,816,985	47,739,962
Shares issuable upon exercise of Chiesi Equity Option		—	22,494,904
Shares issuable upon exercise of warrants		30,675,537	32,467,360
Nonvested shares under restricted stock grants		8,150,987	—
Total potentially dilutive securities		109,965,409	115,024,126


	Number of Restricted Stock Grants Outstanding	Weighted- Average Grant Date Fair Value
Nonvested at December 31, 2025	4,126,962	$	1.71
Granted	4,039,821	2.88

Forfeited	(15,796)	1.79
Nonvested at March 31, 2026	8,150,987	$	2.29


	Undiscounted Rent Payments
Year ending December 31
2026 (remaining 9 months)	1,058
2027	1,406
2028	1,448
2029	1,237
Total undiscounted rent payments	$	5,149

Present value discount	(979)
Present value of lease payments	$	4,170
Current portion of operating lease liabilities (included as a component of accrued expenses and other current liabilities)	957
Operating lease liabilities - long-term	3,213
Total operating lease liability	$	4,170

SEC Form 10-Q filed by Gossamer Bio Inc.