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): March 11, 2024
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices) (Zip Code)
(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):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 11, 2024, pursuant to the amended and restated bylaws of Gossamer Bio, Inc. (the “Company”), the Board of Directors (the “Board”) of the Company appointed Skye Drynan to serve as a Class III director effective March 11, 2024, with an initial term expiring at the Company’s 2024 annual meeting of stockholders, and Steven Nathan, M.D. to serve as a Class I director effective March 11, 2024, with an initial term expiring at the Company’s 2025 annual meeting of stockholders. Since 2016, Ms. Drynan has served as the Founder, CEO and Creative Director of House of Skye, Ltd., a modern fashion house and a commerce, content and technology company. From 2008 to 2020, Ms. Drynan worked for Capital Group, where she was a Partner and a Senior BioPharma Analyst. Prior to joining Capital Group, she served as a Portfolio Manager and Global Head of Healthcare managing more than $1 billion in assets for Credit Suisse Asset Management, and she also held senior executive roles and was an investment professional, specializing in healthcare, at Lord, Abbett & Co. LLC, New Vernon Associates and Putnam Investments. Dr. Nathan is board certified in pulmonary diseases, critical care medicine and internal medicine. Since 1996, Dr. Nathan has served as the Medical Director of Inova Health System’s Advanced Disease Program and Lung Transplant Program, and since 2020, he has served as a Professor of Medical Education at the University of Virginia.
Pursuant to the Company’s non-employee director compensation program, each of Ms. Drynan and Dr. Nathan (i) will receive an annual cash retainer of $40,000 for service on the Board and (ii) was granted on the date of his or her appointment an option to purchase 230,000 shares of the Company’s common stock, which vests monthly over three years. Each of Ms. Drynan and Dr. Nathan has also entered into the Company’s standard form of Indemnification Agreement, the form of which was filed as Exhibit 10.14 to the Company's Form S-1, filed with the SEC on December 21, 2018, and incorporated herein by reference.
There is no arrangement or understanding between either Ms. Drynan or Dr. Nathan and any other person pursuant to which either Ms. Drynan or Dr. Nathan was appointed as a director. Neither Ms. Drynan nor Dr. Nathan is a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended. The Board has determined that each of Ms. Drynan and Dr. Nathan is an independent director in accordance with the listing requirements of the Nasdaq Global Select Market.
On March 12, 2024, the Company issued a press release announcing each of Ms. Drynan’s and Dr. Nathan’s appointment to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
2
SIGNATURES
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.
| GOSSAMER BIO, INC. | |||||||||||
Date: March 12, 2024 | By: | /s/ Christian Waage | |||||||||
| Christian Waage | |||||||||||
| Executive Vice President, Technical Operations & Administration | |||||||||||
3
Gossamer Bio Announces Appointment of Steven D. Nathan, M.D., and Skye Drynan
to its Board of Directors
SAN DIEGO — (BUSINESS WIRE) — March 12, 2024 — Gossamer Bio, Inc. (Nasdaq: GOSS), a clinical-stage biopharmaceutical company focused on the development and commercialization of seralutinib for the treatment of pulmonary arterial hypertension (PAH) and pulmonary hypertension associated with interstitial lung disease (PH-ILD), today announced the appointment of Steven D. Nathan, M.D., and Skye Drynan to its Board of Directors. Dr. Nathan is Medical Director of Inova’s Advanced Lung Disease Program and Lung Transplant Program and a Professor at the University of Virgina. Skye Drynan is the Founder, CEO and Creative Director of House of Skye, Ltd., and a former Partner and Senior BioPharma Analyst at Capital Group.
Dr. Nathan brings to the Board a wealth of medical expertise, particularly in PH-ILD, which occurs when pulmonary hypertension occurs in association with interstitial lung disease, a broad array of conditions manifesting as scarring of the lungs. With only one approved therapeutic option in the US, and none in the EU, PH-ILD represents an indication of high unmet need. With Dr. Nathan’s guidance, Gossamer is poised to expand its clinical program for seralutinib to include PH-ILD, underscoring Gossamer’s commitment to addressing rare forms of pulmonary hypertension, or PH.
Ms. Drynan joins the Board with an extensive background in finance, investment, and entrepreneurship, specializing in the biotechnology industry. Her more than 25 years of experience in investing and advising public biotechnology companies and technology companies, in addition to navigating the complexities of the financial markets, will be invaluable as Gossamer continues to advance the development of seralutinib and position itself as a leader in the treatment of PH.
“The addition of Dr. Nathan to our Board signifies a pivotal moment in Gossamer’s evolution,” said Faheem Hasnain, Co-Founder, Chairman and CEO of Gossamer Bio. “It not only demonstrates our dedication to the PH community, but it also solidifies our standing in the field, as we broaden our focus beyond PAH.
“Ms. Drynan’s expertise will strengthen our ability to capitalize on opportunities and navigate the financial landscape. Her proven track record as a biotech analyst and her entrepreneurial drive undoubtably enhance our decision-making. Together these appointments elevate our strategic vision and position Gossamer for continued success."
Dr. Nathan is the Medical Director of Inova’s Advanced Lung Disease Program and Lung Transplant Program, a position he has held since 1996. He is also a Professor of Medical Education at the University of Virginia, a position he has held since 2020.
Dr. Nathan is board certified in pulmonary diseases, critical care medicine and internal medicine. As the author of more than 500 publications, Dr. Nathan is internationally recognized for his expertise in advanced lung diseases. He is co-editor of two books on idiopathic pulmonary fibrosis, or IPF, that provide pulmonologists and other healthcare workers with an up-to-date review of the background and advances in the field: Idiopathic Pulmonary Fibrosis and Guide to Clinical Management of Idiopathic Pulmonary Fibrosis. Dr. Nathan is a reviewer for multiple journals and is on the editorial board for the journal, Thorax. He has served on multiple committees, including FDA advisory boards, as well as steering committees for clinical trials in IPF and PH.
Dr. Nathan is a member of several professional medical associations, including the American Thoracic Society, the American College of Chest Physicians, and the International Society for Heart and Lung Transplantation. Dr. Nathan received an M.B.B.cH. from the University of Witwatersrand Medical School.
Ms. Drynan is the Founder, CEO and Creative Director of House of Skye, Ltd., which she founded in 2016. House of Skye is a modern fashion house and a commerce, content, and technology company, which has secured several patents covering artificial intelligence, technology, and design utility. She has secured significant investment and strategic partnerships for her new companies including a multi-level partnership with Accelerate360 and serves as a trusted advisor to tech and data companies including Nuda Foods, Vibely, VMD Ventures, and MNTN. Her entrepreneurial and creative achievements have been featured in Forbes, Bloomberg, Harper’s Bazaar, Glamour, and Elle, amongst other global media publications.
From 2008 to 2020, Ms. Drynan was a Partner and a Senior BioPharma Analyst for Capital Group, where she became one of the largest investors in biopharma, globally. Her vision and insights were critical to contributing to Capital Group’s more than $2 trillion in assets by leading a variety of biopharma investing syndicates in private offerings, IPOs and secondary offerings. Prior to joining Capital Group, she served as a Portfolio Manager and Global Head of Healthcare managing more than $1 billion in assets for Credit Suisse Asset Management. Ms. Drynan also held senior executive roles and was an investment professional, specializing in healthcare, at Lord Abbett, New Vernon Associates, and Putnam Investments. Ms. Drynan received a B.A. in Latin American Studies and Spanish from Wellesley College and served as a Research Assistant at the Whitehead Institute for Biomedical Research at MIT.
About Gossamer Bio
Gossamer Bio is a clinical-stage biopharmaceutical company focused on the development and commercialization of seralutinib for the treatment of pulmonary arterial hypertension. Its goal is to be an industry leader in, and to enhance the lives of patients suffering from, pulmonary hypertension.
For Investors and Media:
Bryan Giraudo, Chief Operating Officer and Chief Financial Officer
Gossamer Bio Investor Relations
ir@gossamerbio.com