|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
|
Gossamer Bio, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
D. E. Shaw & Co., L.P. Legal & Compliance, Two Manhattan West, 375 Ninth Ave., 52nd Floor New York, NY, 10001 212-478-0000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/20/2026 (Date of Event Which Requires Filing of This Statement) |

SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
D. E. Shaw Valence Portfolios, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
27,698,267.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
D. E. Shaw & Co., L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
29,128,194.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
D. E. Shaw & Co., L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
29,128,194.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
David E. Shaw | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
29,128,194.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
Gossamer Bio, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
3115 Merryfield Row, Suite 120, San Diego,
CALIFORNIA
, 92121. | |
Item 1 Comment:
Introductory Note:
This Amendment No. 3 to Schedule 13D ("Amendment No. 3") is filed by and on behalf of each of the Reporting Persons to amend and supplement the Schedule 13D related to the Common Shares of the Issuer previously filed by the Reporting Persons with the Securities and Exchange Commission (the "SEC") on June 11, 2026, as amended and supplemented by Amendment No. 1 to Schedule 13D filed on July 1, 2026 and by Amendment No. 2 to Schedule 13D filed on July 24, 2026 (as amended, the "Schedule 13D"). Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as provided herein, each Item of the Schedule 13D remains unchanged. | ||
| Item 2. | Identity and Background | |
| (c) | Item 2(c) of the Schedule 13D is hereby amended and restated as follows:
The principal business of Valence is that of a limited liability company focusing primarily on equity and equity-linked securities-related investment strategies. Valence has no executive officers or directors. The principal business of DESCO LLC is to act as manager to certain entities, including, without limitation, Valence and D. E. Shaw Cogence Portfolios, L.L.C. ("Cogence"), each of which have beneficial ownership of the shares of Common Stock, $0.0001 par value per share (the "Common Shares") of Gossamer Bio, Inc. (the "Issuer") (as further described in Item 5 herein). The principal business of DESCO LP is to act as an investment adviser to certain funds, including, without limitation, Valence and Cogence, and certain funds under the management of D. E. Shaw Investment Management, L.L.C. ("DESIM"). D. E. Shaw & Co. II, Inc., a Delaware corporation ("DESCO II, Inc."), is the managing member of DESCO LLC. D. E. Shaw & Co., Inc., a Delaware corporation ("DESCO Inc."), is the general partner of DESCO LP. Dr. Shaw is the President and sole shareholder of each of DESCO II, Inc. and DESCO Inc. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and restated as follows:
(a) - (b) Based upon the Issuer's quarterly report on Form 10-Q for the quarterly period ended June 30, 2026, filed with the SEC on August 13, 2026, there were 488,846,722 Common Shares issued and outstanding as of August 8, 2026. Common Shares are beneficially owned by Valence and Cogence. Each of Valence and Cogence is a Delaware limited liability company and has its business address and principal office at Two Manhattan West, 375 Ninth Avenue, 52nd Floor, New York, NY 10001.
The 27,698,267 Common Shares beneficially owned by Valence (the "Valence Shares") represent approximately 5.7% of the outstanding Common Shares. The 1,429,927 Common Shares beneficially owned by Cogence (the "Cogence Shares") represent approximately 0.3% of the outstanding Common Shares.
Valence has the power to vote or direct the vote of (and the power to dispose or direct the disposition of) the Valence Shares. Cogence has the power to vote or direct the vote of (and the power to dispose or direct the disposition of) the Cogence Shares.
DESCO LP, as the investment adviser of Valence and Cogence, may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 29,128,194 Common Shares.
DESCO LLC, as the manager of Valence and Cogence, may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 29,128,194 Common Shares.
As general partner of DESCO LP, DESCO Inc. may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of 29,128,194 Common Shares.
As managing member of DESCO LLC, DESCO II, Inc. may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 29,128,194 Common Shares.
None of DESCO LP, DESCO LLC, DESCO Inc., or DESCO II, Inc. owns any Common Shares directly, and each such entity disclaims beneficial ownership of any Common Shares.
Dr. Shaw does not own any Common Shares directly. By virtue of Dr. Shaw's position as President and sole shareholder of DESCO Inc., which is the general partner of DESCO LP, which in turn is the investment adviser of Valence and Cogence, and by virtue of Dr. Shaw's position as President and sole shareholder of DESCO II, Inc., which is the managing member of DESCO LLC, which in turn is the manager of Valence and Cogence, Dr. Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 29,128,194 Common Shares as described above constituting 6.0% of the outstanding Common Shares, and, therefore, Dr. Shaw may be deemed to be the beneficial owner of such Common Shares. Dr. Shaw disclaims beneficial ownership of any Common Shares. | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and supplemented as follows:
See Item 5(a) of Amendment No. 3 to the Schedule 13D. | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:
Schedule I to Amendment No. 3, which is incorporated by reference into this Item 5(c) as if restated in full herein, describes all of the transactions in Common Shares by the Reporting Persons and/or any affiliates of the Reporting Persons since Amendment No. 2. | |
| (d) | Item 5(d) of the Schedule 13D is hereby amended and supplemented as follows:
To the best of the Reporting Persons' knowledge, no person other than the Reporting Persons or their affiliates has the right to receive or power to direct the receipt of dividends from, or proceeds from the sale of, the 29,128,194 Common Shares, except for such rights and powers as the corresponding investors in Valence and Cogence. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
Exhibit 99.1 - Schedule I (Transactions in the Securities of the Issuer Since Amendment No. 2)
Exhibit 99.2 - Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co., Inc., in favor of the signatories hereto, among others, dated August 1, 2024.
Exhibit 99.3 - Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co. II, Inc., in favor of the signatories hereto, among others, dated August 1, 2024.
Exhibit 99.4 - Joint Filing Agreement, by and among the Reporting Persons, dated August 24, 2026.
Exhibit 99.5 - Transaction Support Agreement with the Issuer, dated May 18, 2026, incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Issuer on May 18, 2026. (https://www.sec.gov/Archives/edgar/data/1728117/000172811726000036/goss-20260518xexx101xtsa.htm)
Exhibit 99.6 - Form of Voting Agreement, dated May 18, 2026, incorporated by reference herein to Exhibit 10.2 to the Form 8-K filed by the issuer on May 18, 2026. (https://www.sec.gov/Archives/edgar/data/1728117/000172811726000036/goss-20260518xexx102xformo.htm)
Exhibit 99.7 - Indenture governing Senior Secured First Lien Convertible Notes due 2030, incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Issuer on June 5, 2026. (https://www.sec.gov/Archives/edgar/data/1728117/000172811726000045/goss-20260604xexx101inde.htm)
Exhibit 99.8 - Purchase Warrant Agreement, dated June 4, 2026, incorporated by reference herein to Exhibit 10.3 to the Form 8-K filed by the issuer on June 5, 2026. (https://www.sec.gov/Archives/edgar/data/1728117/000172811726000045/goss-20260604xexx103warr.htm) | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
SCHEDULE I
Transactions in the Securities of the Issuer Since Amendment No. 2
| Name | Date | Price per Common Share1 | Number of Common Shares Purchased/(Sold) |
| Cogence | 7/27/2026 | 0.18342 | (78,400) |
| DESIM | 7/27/2026 | 0.16963 | (260,607) |
| Valence | 7/27/2026 | 0.18414 | (1,421,600) |
| Cogence | 7/28/2026 | 0.21675 | (51,300) |
| Valence | 7/28/2026 | 0.21446 | (923,340) |
| Cogence | 7/29/2026 | 0.19577 | (15,400) |
| Valence | 7/29/2026 | 0.19568 | (245,739) |
| Cogence | 7/30/2026 | 0.18129 | (15,200) |
| Valence | 7/30/2026 | 0.178210 | (252,974) |
| Cogence | 7/31/2026 | 0.169511 | (9,700) |
| Valence | 7/31/2026 | 0.168812 | (155,013) |
| Cogence | 8/3/2026 | 0.169013 | (8,200) |
| Valence | 8/3/2026 | 0.169614 | (135,586) |
1 Price per Common Share does not include any brokerage commissions or service charges. Where weighted average price is used for the reported transactions, the Reporting Persons undertake to provide upon request by the SEC, full information regarding the number of Common Shares purchased or sold at each separate price.
2A weighted average price based on prices ranging from $0.1455 to $0.2138.
3A weighted average price based on prices ranging from $0.1450 to $0.1979.
4A weighted average price based on prices ranging from $0.1453 to $0.2138.
5A weighted average price based on prices ranging from $0.1915 to $0.2522.
6A weighted average price based on prices ranging from $0.1915 to $0.2522.
7A weighted average price based on prices ranging from $0.1821 to $0.2102.
8A weighted average price based on prices ranging from $0.1821 to $0.2102.
9A weighted average price based on prices ranging from $0.1690 to $0.2046.
10A weighted average price based on prices ranging from $0.1679 to $0.2046.
11A weighted average price based on prices ranging from $0.1654 to $0.1758.
12A weighted average price based on prices ranging from $0.1654 to $0.1800.
13A weighted average price based on prices ranging from $0.1616 to $0.1759.
14A weighted average price based on prices ranging from $0.1608 to $0.1759.
| Cogence | 8/4/2026 | 0.177215 | (7,800) |
| Valence | 8/4/2026 | 0.178116 | (130,233) |
| Cogence | 8/5/2026 | 0.179517 | (4,200) |
| Valence | 8/5/2026 | 0.178218 | (64,992) |
| Cogence | 8/6/2026 | 0.176719 | (4,300) |
| Valence | 8/6/2026 | 0.176920 | (72,119) |
| Cogence | 8/7/2026 | 0.178121 | (5,700) |
| Valence | 8/7/2026 | 0.178122 | (99,200) |
| Cogence | 8/10/2026 | 0.176023 | (8,200) |
| Valence | 8/10/2026 | 0.175924 | (151,900) |
| Cogence | 8/11/2026 | 0.181125 | (5,200) |
| Valence | 8/11/2026 | 0.181326 | (94,414) |
| Cogence | 8/12/2026 | 0.178727 | (2,400) |
| Valence | 8/12/2026 | 0.178728 | (42,400) |
| Cogence | 8/13/2026 | 0.170529 | (5,100) |
| Valence | 8/13/2026 | 0.170330 | (94,200) |
15A weighted average price based on prices ranging from $0.1706 to $0.1835.
16A weighted average price based on prices ranging from $0.1706 to $0.1838.
17A weighted average price based on prices ranging from $0.1758 to $0.1867.
18A weighted average price based on prices ranging from $0.1751 to $0.1867.
19A weighted average price based on prices ranging from $0.1728 to $0.1803.
20A weighted average price based on prices ranging from $0.1727 to $0.1806.
21A weighted average price based on prices ranging from $0.1750 to $0.1809.
22A weighted average price based on prices ranging from $0.1746 to $0.1809.
23A weighted average price based on prices ranging from $0.1695 to $0.1799.
24A weighted average price based on prices ranging from $0.1693 to $0.1800.
25A weighted average price based on prices ranging from $0.1751 to $0.1860.
26A weighted average price based on prices ranging from $0.1748 to $0.1860.
27A weighted average price based on prices ranging from $0.1752 to $0.1829.
28A weighted average price based on prices ranging from $0.1720 to $0.1829.
29A weighted average price based on prices ranging from $0.1655 to $0.1742.
30A weighted average price based on prices ranging from $0.1655 to $0.1745.
| Cogence | 8/14/2026 | 0.159131 | (6,300) |
| Valence | 8/14/2026 | 0.158932 | (119,700) |
| Cogence | 8/17/2026 | 0.143433 | (11,600) |
| Valence | 8/17/2026 | 0.143334 | (223,100) |
| Cogence | 8/18/2026 | 0.143435 | (3,000) |
| Valence | 8/18/2026 | 0.143536 | (56,216) |
| Cogence | 8/19/2026 | 0.152937 | (3,000) |
| Valence | 8/19/2026 | 0.153138 | (56,300) |
| Cogence | 8/20/2026 | 0.156339 | (2,800) |
| Valence | 8/20/2026 | 0.156340 | (53,874) |
| Cogence | 8/21/2026 | 0.154841 | (7,600) |
| Valence | 8/21/2026 | 0.154842 | (145,759) |
| Cogence | 8/24/2026 | 0.172243 | (21,000) |
| Valence | 8/24/2026 | 0.172244 | (405,705) |
31A weighted average price based on prices ranging from $0.1539 to $0.1683.
32A weighted average price based on prices ranging from $0.1538 to $0.1683.
33A weighted average price based on prices ranging from $0.1401 to $0.1511.
34A weighted average price based on prices ranging from $0.1401 to $0.1511.
35A weighted average price based on prices ranging from $0.1401 to $0.1468.
36A weighted average price based on prices ranging from $0.1399 to $0.1468.
37A weighted average price based on prices ranging from $0.1430 to $0.1581.
38A weighted average price based on prices ranging from $0.1430 to $0.1583.
39A weighted average price based on prices ranging from $0.1508 to $0.1617.
40A weighted average price based on prices ranging from $0.1508 to $0.1617.
41A weighted average price based on prices ranging from $0.1491 to $0.1637.
42A weighted average price based on prices ranging from $0.1491 to $0.1638.
43A weighted average price based on prices ranging from $0.1458 to $0.1868.
44A weighted average price based on prices ranging from $0.1458 to $0.1869.
Exhibit 2
POWER OF ATTORNEY
FOR CERTAIN REGULATORY FILINGS
INCLUDING CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AND THE INVESTMENT ADVISERS ACT OF 1940
I, David E. Shaw, hereby make, constitute, and appoint each of
Adam Deaton,
Anne Dinning,
Edward Fishman,
Alexis Halaby,
Edwin Jager,
Martin Lebwohl,
Daniel Marcus,
Anoop Prasad,
Maximilian Stone, and
David Sweet,
acting individually in such person’s capacity as an employee of D. E. Shaw & Co., L.P. or one of its subsidiaries, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, (i) executing in my name, in my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the general partner of D. E. Shaw & Co., L.P. and general partner, managing member, or manager of other entities, any of which in turn may be acting for itself or other entities), all documents, certificates, instruments, statements, other filings, and amendments to the foregoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with any registration or regulatory disclosure requirements and/or ownership or control-person reporting requirements imposed by any U.S. or non-U.S. governmental or regulatory authority, including without limitation Form ADV, Forms 3, 4, 5, and 13F, and Schedules 13D and 13G required to be filed with the U.S. Securities and Exchange Commission, and/or (ii) delivering, furnishing, or filing, in each case whether themself or through their designee, any such documents to or with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution of, and/or their (or their designee’s) delivery, furnishing, and/or filing of, the applicable document.
This power of attorney shall be valid as of the date set forth below and replaces the power granted on March 1, 2017, which is hereby cancelled. Furthermore, this power of attorney shall be valid with respect to any particular individual set forth above only for so long as such person remains employed by D. E. Shaw & Co., L.P. or one of its subsidiaries.
IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.
Date: August 1, 2024
/s/ David E. Shaw
David E. Shaw,
as President of D. E. Shaw & Co., Inc.
Exhibit 3
POWER OF ATTORNEY
FOR CERTAIN REGULATORY FILINGS
INCLUDING CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AND THE INVESTMENT ADVISERS ACT OF 1940
I, David E. Shaw, hereby make, constitute, and appoint each of
Adam Deaton,
Anne Dinning,
Edward Fishman,
Alexis Halaby,
Edwin Jager,
Martin Lebwohl,
Daniel Marcus,
Anoop Prasad,
Maximilian Stone, and
David Sweet,
acting individually in such person’s capacity as an employee of D. E. Shaw & Co., L.P. or one of its subsidiaries, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, (i) executing in my name, in my capacity as President of D. E. Shaw & Co. II, Inc. (acting for itself or as the managing member of D. E. Shaw & Co., L.L.C. and general partner, managing member, or manager of other entities, any of which in turn may be acting for itself or other entities), all documents, certificates, instruments, statements, other filings, and amendments to the foregoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with any registration or regulatory disclosure requirements and/or ownership or control-person reporting requirements imposed by any U.S. or non-U.S. governmental or regulatory authority, including without limitation Form ADV, Forms 3, 4, 5, and 13F, and Schedules 13D and 13G required to be filed with the U.S. Securities and Exchange Commission, and/or (ii) delivering, furnishing, or filing, in each case whether themself or through their designee, any such documents to or with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution of, and/or their (or their designee’s) delivery, furnishing, and/or filing of, the applicable document.
This power of attorney shall be valid as of the date set forth below and replaces the power granted on March 1, 2017, which is hereby cancelled. Furthermore, this power of attorney shall be valid with respect to any particular individual set forth above only for so long as such person remains employed by D. E. Shaw & Co., L.P. or one of its subsidiaries.
IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.
Date: August 1, 2024
/s/ David E. Shaw
David E. Shaw,
as President of D. E. Shaw & Co. II, Inc.
Exhibit 4
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, $0.0001 par value per share, of Gossamer Bio, Inc., and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of this 24th day of August, 2026.
| D. E. Shaw Valence Portfolios, L.L.C. | ||
| By: | /s/ Daniel R. Marcus | |
| Daniel R. Marcus | ||
| Authorized Signatory | ||
| D. E. Shaw & Co., L.L.C. | ||
| By: | /s/ Daniel R. Marcus | |
| Daniel R. Marcus | ||
| Authorized Signatory | ||
|
D. E. Shaw & Co., L.P. | ||
| By: | /s/ Daniel R. Marcus | |
| Daniel R. Marcus | ||
| Chief Compliance Officer | ||
|
David E. Shaw | ||
| By: | /s/ Daniel R. Marcus | |
| Daniel R. Marcus | ||
| Attorney-in-Fact for David E. Shaw | ||