UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 30, 2019
GOSSAMER BIO, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-38796 |
47-5461709 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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3013 Science Park Road San Diego, California, 92121
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(Address of Principal Executive Offices) (Zip Code) |
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(858) 684-1300
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☒
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, $0.0001 par value per share |
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GOSS |
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Nasdaq Global Select Market |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 30, 2019, Gossamer Bio, Inc. (the "Company") announced that Faheem Hasnain, the Company's Executive Chairman of the Board of Directors (the "Board"), would cease serving as Executive Chairman and transition to the role of non-executive Chairman of the Board, effective June 3, 2019.
In connection with his transition, the Company and Mr. Hasnain intend to enter into a letter agreement, pursuant to which Mr. Hasnain will be entitled to receive a lump sum cash payment equal to his prorated target bonus for 2019, healthcare coverage at the Company's expense through June 30, 2022, and continued vesting of his outstanding equity awards on the current vesting terms based on his continued status as a member of the Board. Following the transition date, Mr. Hasnain will be compensated for his service as Chairman of the Board in accordance with the Company’s policy for non-employee members of the Board, including the cash compensation and equity awards to be provided thereunder (with the equity compensation to commence on the date of the 2020 annual meeting of the Company's shareholders).
The foregoing description of the letter agreement with Mr. Hasnain is qualified in its entirety by reference to the full text of the letter agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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GOSSAMER BIO, INC. |
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Date: May 30, 2019 |
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By: |
/s/ Christian Waage |
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Christian Waage |
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Executive Vice President & General Counsel |
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