Gossamer Bio Inc

Proposal 1 asks stockholders to authorize the potential issuance of Common Stock tied to Gossamer’s August 2026 private placement. The approval covers shares issuable upon exercise of Initial Closing and Second Closing Pre-Funded Warrants, FDA Approval Warrants, and conversion of the related Series A-1, Series A-2 and Series A-3 Preferred Stock. Nasdaq Rule 5635(d) requires approval because the aggregate potential issuance exceeds 20% of the shares outstanding before the initial closing. Rule 5635(c) separately applies because executive officers and directors participated in the private placement and Nasdaq treats certain below-market securities issued to such persons as an equity compensation arrangement. The transaction includes approximately 20.1 million potentially registrable Common Stock shares based on the stated assumptions, with the Second Closing dependent on FDA acceptance of the seralutinib NDA and the FDA Approval Warrants dependent on FDA approval. Without approval, the securities would remain exercisable or convertible only into the applicable preferred stock, limiting the Company’s financing and strategic flexibility and requiring the proposal to be resubmitted at least every 90 days. Approval would permit automatic conversion or exercise into Common Stock, but could materially dilute existing holders and potentially pressure the market price through resale of the registered shares. The Board unanimously recommends voting FOR because it views the authorization as necessary to complete the intended financing structure and in the best interests of the Company and its stockholders.

Proposal 2 asks stockholders to authorize one or more adjournments of the Special Meeting. The authority would be used if the Company lacks enough votes at the meeting to approve Proposal 1. Management states that an adjournment would allow additional time to solicit proxies from stockholders. If an adjournment lasts 30 days or less, additional notice generally is not required if the relevant meeting details are announced or otherwise provided as permitted by Delaware law. An adjourned meeting may transact business that could have been conducted at the original Special Meeting. An adjournment of more than 30 days would require notice to stockholders entitled to vote. The proposal is a procedural measure and does not itself approve the private placement or the contemplated Common Stock issuance. Approval requires a majority of votes cast affirmatively or negatively, with abstentions having no effect. The Board unanimously recommends voting FOR because it considers the ability to obtain additional proxies important to securing approval of Proposal 1.