goss-20220930

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, 2022


☐			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 October 31, 2022, the registrant had 94,476,801 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, 2022 (unaudited) and December 31, 2021	4
		Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months ended September 30, 2022 and 2021 (unaudited)	5
		Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the Nine Months ended September 30, 2022 and 2021 (unaudited)	6
		Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2022 and 2021 (unaudited)	8
		Notes to Unaudited Condensed Consolidated Financial Statements	9
	Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
	Item 3	Quantitative and Qualitative Disclosures About Market Risk	30
	Item 4	Controls and Procedures	30

PART II. OTHER INFORMATION

	Item 1	Legal Proceedings	32
	Item 1A	Risk Factors	32
	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	32
	Item 3	Defaults Upon Senior Securities	32
	Item 4	Mine Safety Disclosures	32
	Item 5	Other Information	32
	Item 6	Exhibits	32
		Exhibit Index	33
		Signatures	34

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PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

GOSSAMER BIO, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands, except share and par value amounts)


	September 30, 2022		December 31, 2021
ASSETS
Current assets
Cash and cash equivalents	$	153,477	$	183,403
Marketable securities	150,906		141,815
Restricted cash	—		64
Prepaid expenses and other current assets	7,649		6,498
Total current assets	312,032		331,780
Property and equipment, net	4,305		5,320
Operating lease right-of-use assets	6,572		5,477
Other assets	629		1,080
Total assets	$	323,538	$	343,657
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	363	$	3,244
Accrued research and development expenses	20,746		16,205
Accrued expenses and other current liabilities	31,536		20,410
Total current liabilities	52,645		39,859
Long-term convertible senior notes	195,496		150,038
Long-term debt, net of current portion	14,834		29,079
Operating lease liabilities - long-term	4,212		3,218
Total liabilities	267,187		222,194
Commitments and contingencies (Note 9)
Stockholders' equity
Common stock, $0.0001 par value; 700,000,000 shares authorized as of September 30, 2022 and December 31, 2021; 94,135,098 shares issued and 93,914,200 shares outstanding as of September 30, 2022, and 76,470,588 shares issued and 75,752,664 shares outstanding as of December 31, 2021	10		8
Additional paid-in capital	1,033,385		932,944
Accumulated deficit	(976,459)		(811,534)
Accumulated other comprehensive (loss) income	(585)		45
Total stockholders' equity	56,351		121,463
Total liabilities and stockholders' equity	$	323,538	$	343,657

The accompanying notes are an integral part of these unaudited 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,
	2022		2021		2022		2021
Operating expenses:
Research and development	$	44,509	$	43,190	$	129,411	$	129,335
In process research and development	15		15		50		60
General and administrative	11,497		12,459		34,775		35,068
Total operating expenses	56,021		55,664		164,236		164,463
Loss from operations	(56,021)		(55,664)		(164,236)		(164,463)
Other expense
Interest income	465		191		989		525
Interest expense	(3,475)		(4,889)		(10,423)		(14,503)
Other income (expense), net	(332)		115		56		721
Total other expense, net	(3,342)		(4,583)		(9,378)		(13,257)
Net loss	$	(59,363)	$	(60,247)	$	(173,614)	$	(177,720)
Other comprehensive income (loss):
Foreign currency translation	(173)		(64)		(319)

SEC Form 10-Q filed by Gossamer Bio Inc.