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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 March 31, 2019

2023

OR

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

Delaware

47-5461709
(State or other jurisdiction of


incorporation or organization)

(I.R.S. Employer


Identification No.)

3013 Science Park Road

San Diego California

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 classTrading
Symbol(s)
Name of each exchange on which registered
Common Stock, $0.0001 par value per shareGOSSNasdaq 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.    

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES ☐  NO 

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

As of May 8, 2019,4, 2023, the registrant had 65,893,27695,444,095 shares of common stock ($0.0001 par value) outstanding.

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TABLE OF CONTENTS

3

Condensed Consolidated Balance Sheets as of March 31, 20192023 (unaudited) and December 31, 2018

2022

3

4

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the Three Months ended March 31, 20192023 and 2018

2022 (unaudited)

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)for the Three Months ended March 31, 2023 and 2022 (unaudited)
Condensed Consolidated Statements of Cash Flowsfor the Three Months Endedended March 31, 20192023 and 2018

2022 (unaudited)

6

7

17

24

25

26

26

26

27

27

27

27

28

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PART I. FINANCIALFINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

GOSSAMER BIO, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands, except share and par value amounts)

 

March 31, 2019

 

 

December 31, 2018

 

 

 

 

 

 

 

 

 

March 31, 2023December 31, 2022

ASSETS

 

 

 

 

 

 

 

 

ASSETS(unaudited)

Current assets

 

 

 

 

 

 

 

 

Current assets

Cash and cash equivalents

 

$

170,847

 

 

$

105,219

 

Cash and cash equivalents$65,242 $111,973 

Marketable securities

 

 

310,374

 

 

 

123,439

 

Marketable securities136,614 143,705 

Restricted cash

 

 

 

 

 

200

 

Prepaid expenses and other current assets

 

 

16,567

 

 

 

3,095

 

Prepaid expenses and other current assets8,557 6,202 

Total current assets

 

 

497,788

 

 

 

231,953

 

Total current assets210,413 261,880 

Property and equipment, net

 

 

4,110

 

 

 

3,193

 

Property and equipment, net3,516 3,981 

Operating lease right-of-use assets

 

 

11,922

 

 

 

 

Operating lease right-of-use assets5,234 5,909 

Other assets

 

 

2,129

 

 

 

4,273

 

Other assets743 680 

Total assets

 

$

515,949

 

 

$

239,419

 

Total assets$219,906 $272,450 

LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND

STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities

 

 

 

 

 

 

 

 

Current liabilities

Accounts payable

 

$

4,548

 

 

$

2,182

 

Accounts payable$2,731 $1,459 

Accrued research and development expenses

 

 

12,725

 

 

 

10,653

 

Accrued research and development expenses11,523 15,626 

Accrued expenses

 

 

7,879

 

 

 

7,568

 

Current portion of long-term debtCurrent portion of long-term debt11,613 11,613 
Accrued expenses and other current liabilitiesAccrued expenses and other current liabilities14,704 20,532 

Total current liabilities

 

 

25,152

 

 

 

20,403

 

Total current liabilities40,571 49,230 

Operating lease liabilities

 

 

10,537

 

 

 

 

Accrued expenses - long-term

 

 

 

 

 

718

 

Long-term convertible senior notesLong-term convertible senior notes195,925 195,709 
Long-term debtLong-term debt9,221 11,988 
Operating lease liabilities - long-termOperating lease liabilities - long-term2,645 3,446 

Total liabilities

 

 

35,689

 

 

 

21,121

 

Total liabilities248,362 260,373 

Commitments and contingencies - Note 10

 

 

 

 

 

 

 

 

Series Seed convertible preferred stock, $0.0001 par value; 0 shares issued and

outstanding as of March 31, 2019 and 20,000,000 shares issued and outstanding

as of December 31, 2018 and; liquidation preference of $0 and $20,000 as of

March 31, 2019 and December 31, 2018, respectively

 

 

 

 

 

29,200

 

Series A convertible preferred stock, $0.0001 par value; 0 shares issued and

outstanding as of March 31, 2019 and 45,714,286 shares issued and outstanding

as of December 31, 2018; liquidation preference of $0 and $80,000 as of

March 31, 2019 and December 31, 2018, respectively

 

 

 

 

 

79,615

 

Series B convertible preferred stock, $0.0001 par value; 0 shares issued and

outstanding as of March 31, 2019 and 71,506,513 shares issued and outstanding

as of December 31, 2018; liquidation preference of $0 and $230,000 as of

March 31, 2019 and December 31, 2018, respectively

 

 

 

 

 

229,552

 

Commitments and contingencies (Note 9)
Commitments and contingencies (Note 9)

Stockholders' equity (deficit)

 

 

 

 

 

 

 

 

Stockholders' equity (deficit)

Common stock, $0.0001 par value; 700,000,000 shares authorized as of

March 31, 2019 and 49,160,177 shares authorized as of December 31, 2018;

65,891,910 shares issued and 60,029,470 shares outstanding as of

March 31, 2019, and 15,533,450 shares issued and 8,051,418 shares outstanding

as of December 31, 2018

 

 

7

 

 

 

2

 

Common stock, $0.0001 par value; 700,000,000 shares authorized as of March 31, 2023 and December 31, 2022; 95,444,096 shares issued and outstanding as of March 31, 2023, and 94,478,405 shares issued and 94,423,181 shares outstanding as of December 31, 2022Common stock, $0.0001 par value; 700,000,000 shares authorized as of March 31, 2023 and December 31, 2022; 95,444,096 shares issued and outstanding as of March 31, 2023, and 94,478,405 shares issued and 94,423,181 shares outstanding as of December 31, 202210 10 

Additional paid-in capital

 

 

666,648

 

 

 

33,853

 

Additional paid-in capital1,053,358 1,044,864 

Accumulated deficit

 

 

(186,474

)

 

 

(153,863

)

Accumulated deficit(1,081,388)(1,032,223)

Accumulated other comprehensive income (loss)

 

 

79

 

 

 

(61

)

Accumulated other comprehensive lossAccumulated other comprehensive loss(436)(574)

Total stockholders' equity (deficit)

 

 

480,260

 

 

 

(120,069

)

Total stockholders' equity (deficit)(28,456)12,077 

Total liabilities, convertible preferred stock and stockholders' equity (deficit)

 

$

515,949

 

 

$

239,419

 

Total liabilities and stockholders' equity (deficit)Total liabilities and stockholders' equity (deficit)$219,906 $272,450 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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GOSSAMER BIO, INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

(in thousands, except share and per share amounts)

 

Three months ended March 31,

 

Three months ended March 31,

 

2019

 

 

2018

 

20232022

Operating expenses:

 

 

 

 

 

 

 

 

Operating expenses:

Research and development

 

$

24,983

 

 

$

2,624

 

Research and development$37,795 $42,322 

In process research and development

 

 

1,000

 

 

 

20,898

 

In process research and development15 20 

General and administrative

 

 

8,034

 

 

 

2,604

 

General and administrative10,132 12,001 

Total operating expenses

 

 

34,017

 

 

 

26,126

 

Total operating expenses47,942 54,343 

Loss from operations

 

 

(34,017

)

 

 

(26,126

)

Loss from operations(47,942)(54,343)

Other income (expenses)

 

 

 

 

 

 

 

 

Other expenseOther expense

Interest income

 

 

1,049

 

 

 

89

 

Interest income587 224 

Interest expense

 

 

(19

)

 

 

 

Interest expense(3,500)(3,467)

Other income

 

 

376

 

 

 

 

Total other income, net

 

 

1,406

 

 

 

89

 

Other income (expense), netOther income (expense), net1,690 (199)
Total other expense, netTotal other expense, net(1,223)(3,442)

Net loss

 

$

(32,611

)

 

$

(26,037

)

Net loss$(49,165)$(57,785)

Other comprehensive income:

 

 

 

 

 

 

 

 

Unrealized gain on marketable securities, net of tax

 

 

140

 

 

 

 

Other comprehensive loss

 

 

140

 

 

 

 

Other comprehensive income (loss):Other comprehensive income (loss):
Foreign currency translationForeign currency translation23 (8)
Unrealized gain (loss) on marketable securitiesUnrealized gain (loss) on marketable securities115 (377)
Other comprehensive income (loss)Other comprehensive income (loss)138 (385)

Comprehensive loss

 

 

(32,471

)

 

 

(26,037

)

Comprehensive loss(49,027)(58,170)

Net loss per share, basic and diluted

 

$

(0.90

)

 

$

(4.49

)

Net loss per share, basic and diluted$(0.52)$(0.76)

Weighted average common shares outstanding, basic and diluted

 

 

36,317,230

 

 

 

5,797,693

 

Weighted average common shares outstanding, basic and diluted94,870,293 75,894,692 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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GOSSAMER BIO, INC.

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)

(Unaudited)

(in thousands, except share amounts)

 

Series Seed

 

Series A

 

Series B

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

convertible

preferred stock

 

convertible

preferred stock

 

convertible

preferred stock

 

 

 

Common stock

 

Additional

paid-in

 

Accumulated

 

other

comprehensive

 

Total

stockholders'

 

 

Shares

 

Amount

 

Shares

 

Amount

 

Shares

 

Amount

 

 

 

Shares

 

Amount

 

capital

 

deficit

 

income (loss)

 

equity

 

Balance as of

   December 31, 2018

 

20,000,000

 

$

29,200

 

 

45,714,286

 

$

79,615

 

 

71,506,513

 

$

229,552

 

 

 

 

8,051,418

 

$

2

 

$

33,853

 

$

(153,863

)

$

(61

)

$

(120,069

)

Issuance of common stock in connection with a public offering, net of underwriting discounts, commissions, and offering costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19,837,500

 

 

2

 

 

291,342

 

 

 

 

 

 

291,344

 

Conversion of convertible preferred stock into common stock

 

(20,000,000

)

 

(29,200

)

 

(45,714,286

)

 

(79,615

)

 

(71,506,513

)

 

(229,552

)

 

 

 

30,493,460

 

 

3

 

 

338,364

 

 

 

 

 

 

338,367

 

 

Vesting of restricted stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,619,592

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

27,500

 

 

 

 

3,089

 

 

 

 

 

 

3,089

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(32,611

)

 

 

 

(32,611

)

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

140

 

 

140

 

Balance as of

   March 31, 2019

 

 

$

 

 

 

$

 

 

 

$

 

 

 

 

60,029,470

 

$

7

 

$

666,648

 

$

(186,474

)

$

79

 

$

480,260

 

 

Series Seed

 

Series A

 

Series B

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

convertible

preferred stock

 

convertible

preferred stock

 

convertible

preferred stock

 

 

 

Common stock

 

Additional

paid-in

 

Accumulated

 

other

comprehensive

 

Total

stockholders'

 

 

Shares

 

Amount

 

Shares

 

Amount

 

Shares

 

Amount

 

 

 

Shares

 

Amount

 

capital

 

deficit

 

income (loss)

 

deficit

 

Balance as of

   December 31, 2017

 

 

$

 

 

 

$

 

 

 

$

 

 

 

 

9,160,888

 

$

 

$

32

 

$

(6,894

)

$

 

$

(6,862

)

 

Issuance of Series A preferred stock for cash, net of $0.4 million in offering costs

 

 

 

 

 

41,328,286

 

 

71,944

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of stock for acquisition

 

20,000,000

 

 

29,200

 

 

 

 

 

 

 

 

 

 

 

 

1,101,278

 

 

 

 

2,874

 

 

 

 

 

 

2,874

 

 

Issuance of Series A preferred stock to convert debt and accrued interest

 

 

 

 

 

3,499,209

 

 

6,124

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

605

 

 

 

 

 

 

605

 

 

Incremental vesting conditions place on previously issued common shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,580,444

)

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(26,037

)

 

 

 

(26,037

)

Balance as of

   March 31, 2018

 

20,000,000

 

$

29,200

 

 

44,827,495

 

$

78,068

 

 

 

$

 

 

 

 

5,681,722

 

$

 

$

3,511

 

$

(32,931

)

$

 

$

(29,420

)

Common stockAdditional paid-in capitalAccumulated deficitAccumulated other comprehensive lossTotal stockholders' equity (deficit)
SharesAmount
Balance as of December 31, 202294,423,181 $10 $1,044,864 $(1,032,223)$(574)$12,077 
Vesting of restricted stock55,225 — — — — — 
Stock-based compensation— — 8,127 — — 8,127 
Issuance of common stock pursuant to Employee Stock Purchase Plan249,623 — 367 — — 367 
Issuance of common stock for restricted stock units vested716,067 — — — — — 
Net loss— — — (49,165)— (49,165)
Other comprehensive income— — — — 138 138 
Balance as of March 31, 202395,444,096 $10 $1,053,358 $(1,081,388)$(436)$(28,456)



Common stockAdditional paid-in capitalAccumulated deficitAccumulated other comprehensive income (loss)Total stockholders' equity
SharesAmount
Balance as of December 31, 202175,752,664 $$932,944 $(811,534)$45 $121,463 
Cumulative-effect adjustment from change in accounting principle (See Note 2)— — (53,527)8,689 — (44,838)
Vesting of restricted stock165,675 — — — — — 
Exercise of stock options39,525 — 126 — — 126 
Stock-based compensation— — 10,983 — — 10,983 
Issuance of common stock pursuant to Employee Stock Purchase Plan77,496 — 595 — — 595 
Issuance of common stock for restricted stock units vested518,577 — — — — — 
Net loss— — — (57,785)— (57,785)
Other comprehensive loss— — — — (385)(385)
Balance as of March 31, 202276,553,937 $$891,121 $(860,630)$(340)$30,159 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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GOSSAMER BIO, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

 

 

Three months ended March 31,

 

 

 

2019

 

 

2018

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

Net loss

 

$

(32,611

)

 

$

(26,037

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

169

 

 

 

6

 

Stock-based compensation expense

 

 

3,089

 

 

 

605

 

In process research and development expenses

 

 

1,000

 

 

 

20,898

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Operating lease right of use assets and liabilities, net

 

 

61

 

 

 

 

Prepaid expenses and other current assets

 

 

(3,472

)

 

 

(94

)

Other Assets

 

 

2,144

 

 

 

(425

)

Accounts payable

 

 

2,132

 

 

 

546

 

Accrued expenses

 

 

(789

)

 

 

441

 

Accrued research and development expenses

 

 

2,072

 

 

 

(126

)

Accrued compensation and benefits

 

 

(1,569

)

 

 

593

 

Accrued interest expense

 

 

 

 

 

(115

)

Net cash used in operating activities

 

 

(27,774

)

 

 

(3,708

)

Cash flows from investing activities

 

 

 

 

 

 

 

 

Research and development asset acquisitions, net of cash acquired

 

 

(1,000

)

 

 

11,176

 

Purchase of investments

 

 

(222,295

)

 

 

 

Sales and maturities of investments

 

 

25,500

 

 

 

 

Purchase of property and equipment

 

 

(347

)

 

 

(511

)

Net cash (used in) provided by investing activities

 

 

(198,142

)

 

 

10,665

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

Proceeds from issuance of common stock in a public offering, net

 

 

291,273

 

 

 

 

Proceeds from the exercise of stock options

 

 

71

 

 

 

 

Proceeds from issuance of Series A convertible preferred stock, net

 

 

 

 

 

71,944

 

Repayment of notes payable to related parties

 

 

 

 

 

(40

)

Net cash provided by financing activities

 

 

291,344

 

 

 

71,904

 

Net increase in cash, cash equivalents and restricted cash

 

 

65,428

 

 

 

78,861

 

Cash, cash equivalents and restricted cash, at the beginning of the period

 

 

105,419

 

 

 

315

 

Cash, cash equivalents and restricted cash, at the end of the period

 

$

170,847

 

 

$

79,176

 

Supplemental disclosure of noncash investing and financing activities:

 

 

 

 

 

 

 

 

Acquisition of in-process research and development

   through issuance of stock

 

$

 

 

$

19,284

 

Issuance of Series A convertible preferred stock to convert

   debt and accrued interest

 

$

 

 

$

6,124

 

Recognition of operating lease right of use asset

 

$

12,458

 

 

$

 

Recognition of operating lease liabilities

 

$

13,182

 

 

$

 

Conversion of convertible preferred stock to common stock

 

$

338,367

 

 

$

 

Change in unrealized gain on marketable securities, net of tax

 

$

140

 

 

$

 

Unpaid property and equipment

 

$

739

 

 

$

43

 

Three months ended March 31,
20232022
Cash flows from operating activities
Net loss$(49,165)$(57,785)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense465 452 
Stock-based compensation expense8,127 10,983 
In process research and development expenses15 20 
Amortization of operating lease right-of-use assets675 645 
Amortization of long-term debt discount and issuance costs352 292 
Amortization of premium (discount) on marketable securities, net of accretion of discounts(1,531)125 
Changes in operating assets and liabilities:
Prepaid expenses and other current assets(2,355)(2,589)
Other assets(63)61 
Operating lease liabilities(723)(683)
Accounts payable1,223 (2,507)
Accrued expenses and other current liabilities(273)52 
Accrued research and development expenses(4,103)753 
Accrued compensation and benefits(8,117)(5,802)
Accrued interest expense2,484 2,500 
Net cash used in operating activities(52,989)(53,483)
Cash flows from investing activities
Research and development asset acquisitions, net of cash acquired(15)(20)
Purchase of marketable securities(76,863)(37,403)
Maturities of marketable securities85,600 46,000 
Purchase of property and equipment— (157)
Net cash provided by investing activities8,722 8,420 
Cash flows from financing activities
Proceeds from issuance of common stock pursuant to Employee Stock Purchase Plan367 595 
Proceeds from the exercise of stock options— 126 
Principal repayments of long-term debt(2,903)— 
Net cash provided by (used in) financing activities(2,536)721 
Effect of exchange rate changes on cash and cash equivalents72 (154)
Net decrease in cash and cash equivalents(46,731)(44,496)
Cash and cash equivalents, at the beginning of the period111,973 183,467 
Cash, cash equivalents and restricted cash, at the end of the period$65,242 $138,971 
Supplemental disclosure of cash flow information:
Cash paid for interest$663 $675 
Supplemental disclosure of noncash investing and financing activities:
Operating lease right-of-use asset obtained in exchange for lease liability
$— $3,029 
Change in unrealized gain (loss) on marketable securities, net$115 $(377)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

6

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Table of Contents
GOSSAMER BIO, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

1.

Note 1 - Description of the Business

Gossamer Bio, Inc. (including(including its subsidiaries, referred to as “we,“we,” “us,” “our,”, or the “Company”) is a clinical-stage biopharmaceutical company focused on discovering, acquiring, developing and commercializing therapeutics in the disease areas of immunology, inflammation and oncology. The Company was incorporated in the state of Delaware on October 25, 2015 (originally as FSG Bio, Inc.) and is based in San Diego, California.

The unaudited condensed consolidated financial statements include the accounts of Gossamer Bio, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions among the consolidated entity have been eliminated in consolidation.

Stock Split

In January 2019, the board of directors of the Company approved a reverse stock split of the Company’s common stock at a ratio of one for every 4.5 shares previously held. The reverse stock split became effective on January 23, 2019. All share and per share data included in these condensed consolidated financial statements reflect the stock split.

Initial Public Offering in February 2019

On February 12, 2019, the Company completed its initial public offering (“IPO”) with the sale of 19,837,500 shares of common stock, including shares of common stock issued upon the exercise in full of the underwriters’ option to purchase additional shares, at a public offering price of $16.00 per share, resulting in net proceeds of $291.3 million, after deducting underwriting discounts, commissions, and offering expenses.

In addition, in connection with the completion of the IPO, all of the Company’s outstanding shares of convertible preferred stock were automatically converted into 30,493,460 shares of common stock.

Liquidity and Capital Resources

The Company has incurred significant operating losses since its inception. As of March 31, 2019,2023, the Company had an accumulated deficit of $186.5$1,081.4 million. From the Company’s inception through March 31, 2019,2023, the Company has funded its operations primarily through equity financings, including the Company’s IPO which closed on February 12, 2019.and debt financings. The Company raised $601.3$1,062.1 million from October 2017 through March 201931, 2023 through the sale of Series A and Series B Convertible Preferred Stock, convertible note financings,preferred stock, issuance of convertible notes, its initial public offering ("IPO"), the Credit Facility and 2027 Notes (as defined in Note 5 below), and issuance of common stock in May 2020 and July 2022. See Note 5 for additional information regarding the Credit Facility and the completed IPO, after deducting underwriting discounts, commissions, and offering expenses. In addition, the Company received $12.8 million in cash in connection with the January 2018 acquisition of AA Biopharma Inc. 2027 Notes.
The Company expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. As a result, the Company will need to raise additional capital through equity offerings, debt financings or other capital sources, including potential collaborations, licenses and other similar arrangements. Management believes that it has sufficient working capital on hand to fund operations through at least the next twelve12 months from the date these condensed consolidated financial statements were available to be issued. There can be no assurance that the Company will be successful in acquiring additional funding, that the Company’s projections of its future working capital needs will prove accurate, or that any additional funding would be sufficient to continue operations in future years.

2.

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP)(“GAAP”) for interim financial information and with the instructions of the Securities and Exchange Commission (SEC)(“SEC”) on Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statements. In the opinion of management, the condensed consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 20182022 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 22, 2019.17, 2023. The results of operations for the interim period shown in this report are not necessarily indicative of the results that may be expected for any other interim period or for the full year. The balance sheet at December 31, 2018,2022, has been derived from the audited financial statements at that date.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at

7


the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in the Company’s condensed consolidated financial statements relate to accrued research and development expenses, the valuation of preferred and common stock, the valuation of stock options and the valuation allowance of deferred tax assets resulting from net operating losses.expenses. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results could differ from those estimates.

Recently Adopted Accounting Pronouncements

The Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASC 842”), as

8

Table of January 1, 2019, using the optional transition method. The optional transition method provides a method for recording existing leases at adoption and a cumulative catch up adjustment on January 1, 2019 for any differences between ASC 842 and the legacy guidance provided in Accounting Standards Codification 840, Leases that would have impacted our income statement. No retrospective restatements are required under the optional transition method. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classification. The Company also applied the short-term lease recognition exemption for leases with terms at inception not greater than 12 months.

Adoption of the new standard resulted in the recording of additional operating lease right-of-use assets and operating lease liabilities of approximately $12.5 million and $13.2 million, respectively, as of January 1, 2019. The difference between the operating lease right-of-use assets and lease liabilities are due to accrued deferred rent and unamortized lease incentives.

Contents

Net Loss Per Share

Basic net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. The Company uses the if-converted method for assumed conversion of the 2027 Notes to compute the weighted average shares of common stock outstanding for diluted net loss per share. Diluted net loss per share excludes the potential impact of the Company’s Series Seed Convertible Preferred Stock, Series A Convertible Preferred Stock, and Series B Convertible Preferred Stock, common stock options and unvested shares of restricted stock and the potential shares issuable upon conversion of the 2027 Notes because their effect would be anti-dilutive due to the Company’s net loss. Since the Company had a net loss in each of the periods presented, basic and diluted net loss per common share are the same.

The table below provides potentially dilutive securities not included in the calculation of the diluted net loss per share because to do so would be anti-dilutive:

As of March 31,

 

2019

 

2018

 

As of March 31,

Shares issuable upon conversion of Series Seed Convertible

Preferred Stock

 

 

 

4,444,444

 

Shares issuable upon conversion of Series A Convertible

Preferred Stock

 

 

9,961,663

 

20232022
2027 Notes2027 Notes12,321,900 12,321,900 

Shares issuable upon exercise of stock options

 

7,469,973

 

 

Shares issuable upon exercise of stock options21,681,917 13,321,692 

Non-vested shares under restricted stock grants

 

5,862,440

 

5,885,865

 

Non-vested shares under restricted stock grants544,336 2,415,204 
Total potentially dilutive securitiesTotal potentially dilutive securities34,548,153 28,058,796 

3.

Note 3 - Balance Sheet Accounts and Supplemental Disclosures

Property and Equipment

Property and equipment, net consisted of the following (in thousands):

 

Estimated

Useful Life

(in years)

 

March 31,

2019

 

 

December 31,

2018

 

Estimated
Useful Life
(in years)
March 31,
2023
December 31,
2022

Office equipment

 

3-7

 

$

664

 

 

$

918

 

Office equipment3-7$1,097 $1,097 

Computer equipment

 

5

 

 

33

 

 

 

15

 

Computer equipment5123 123 

Software

 

3

 

 

50

 

 

 

50

 

Software3130 130 

Lab equipment

 

2-5

 

 

1,870

 

 

 

1,070

 

Lab equipment2-56,180 6,098 

Leasehold improvements

 

6-7

 

 

1,314

 

 

 

1,243

 

Leasehold improvements6-72,562 2,562 

Construction in process

 

N/A

 

 

645

 

 

 

194

 

Construction in processN/A— 83 

Total property and equipment

 

 

 

 

4,576

 

 

 

3,490

 

Total property and equipment10,092 10,093 

Less: accumulated depreciation

 

 

 

 

466

 

 

 

297

 

Less: accumulated depreciation6,576 6,112 

Property and equipment, net

 

 

 

$

4,110

 

 

$

3,193

 

Property and equipment, net$3,516 $3,981 

8


For each of the three months ended March 31, 2023 and 2022 the Company recorded approximately $0.5 million in depreciation expense, which is included in general and administrative expense and research and development expense on the consolidated statements of operations and comprehensive loss.

Accrued Expenses

and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

 

 

As of

 

 

 

March 31, 2019

 

 

December 31, 2018

 

Accrued compensation

 

$

2,533

 

 

$

4,102

 

Operating lease liabilities

 

 

2,170

 

 

 

 

Accrued professional service fees

 

 

1,318

 

 

 

2,697

 

Accrued other

 

 

1,858

 

 

 

769

 

Total accrued expenses

 

$

7,879

 

 

$

7,568

 

9

4.


Table of Contents
As of
March 31,
2023
December 31,
2022
Accrued compensation and benefits$5,417 $13,534 
Operating lease liabilities3,060 2,983 
Accrued consulting fees1,137 1,104 
Accrued interest3,549 1,065 
Accrued legal fees390 380 
Accrued accounting fees185 521 
Accrued other966 945 
Total accrued expenses and other current liabilities$14,704 $20,532 

Note 4 - Fair Value Measurements and Available for Sale Investments

Fair Value Measurements

The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1: Observable inputs such as quoted prices in active markets;

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

We classify our

The Company classifies its cash equivalents and available-for-sale investments within Level 1 or Level 2. The fair value of ourthe Company’s investment grade corporate debt securities and commercial paper is determined using proprietary valuation models and analytical tools, which utilize market pricing or prices for similar instruments that are both objective and publicly available, such as matrix pricing or reported trades, benchmark yields, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, and offers.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents the hierarchy for assets measured at fair value on a recurring basis as of March 31, 20192023 and December 31, 20182022 (in thousands):

 

Fair Value Measurements at End of Period Using:

 

 

 

 

 

 

 

Quoted Market

 

 

Significant

 

 

Significant

 

 

 

 

 

 

 

Prices for

 

 

Other Observable

 

 

Unobservable

 

 

 

Total

 

 

Identical Assets

 

 

Inputs

 

 

Inputs

 

 

 

Fair Value

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

As of March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

40,965

 

 

$

40,965

 

 

$

 

 

$

 

U.S. Treasury securities

 

 

199,874

 

 

 

199,874

 

 

 

 

 

 

 

Commercial paper

 

 

26,687

 

 

 

 

 

 

26,687

 

 

 

 

Corporate debt securities

 

 

83,813

 

 

 

 

 

 

83,813

 

 

 

 

As of December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

17,295

 

 

$

17,295

 

 

$

 

 

$

 

U.S. Treasury securities

 

 

123,439

 

 

 

123,439

 

 

 

 

 

 

 

10


Table of Contents
Fair Value Measurements at End of Period Using:
Total
Fair Value
Quoted Market
Prices for
Identical Assets
(Level 1)
Significant
Other Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
As of March 31, 2023
Money market funds$53,868 $53,868 $— $— 
U.S. Treasury and agency securities51,358 51,358 — — 
Commercial paper72,066 — 72,066 — 
Corporate debt securities17,354 — 17,354 — 
As of December 31, 2022
Money market funds$54,662 $54,662 $— $— 
U.S. Treasury and agency securities31,458 31,458 — — 
Commercial paper134,954 — 134,954 — 
Corporate debt securities8,838 — 8,838 — 
The Company did not reclassify andany investments between levels in the fair value hierarchy during the first quarter of 2019 or 2018.

periods presented.

Fair Value of Other Financial Instruments

9


As of March 31, 20192023 and December 31, 2018,2022, the carrying amounts of the Company’s financial instruments, which include cash, restricted cash, prepaid and other current assets, interest receivable, accrued research and securities receivable,development expenses, accounts payable and accrued expenses and other current liabilities, approximate fair values because of their short maturities.

Interest and securities

There was no significant interest receivable as of March 31, 20192023 and December 31, 2018, was $11.2 million and $0.6 million, respectively, and2022. Interest receivable is recorded as a component of prepaid expenses and other current assets on the condensed consolidated balance sheets. Securities receivable reflect
The Company believes that its Credit Facility bears interest at a rate that approximates prevailing market rates for instruments with similar characteristics and, accordingly, the timing differencescarrying value of maturities or settlementsthe Credit Facility approximates fair value. The Company estimates the fair value of investmentslong-term debt utilizing an income approach. The Company uses a present value calculation to discount principal and interest payments and the ultimate reinvestmentfinal maturity payment on these liabilities using a discounted cash flow model based on observable inputs. The debt instrument is then discounted based on what the current market rates would be as of such amounts.

the reporting date. Based on the assumptions used to value these liabilities at fair value, the debt instrument is categorized as Level 2 in the fair value hierarchy.

As of March 31, 2023 and December 31, 2022, the fair value of the Company’s 2027 Notes was $59.1 million and $61.0 million, respectively. The fair value was determined on the basis of market prices observable for similar instruments and is considered Level 2 in the fair value hierarchy (see Note 5).
Available for Sale Investments

We invest our

The Company invests its excess cash in U.S. Treasury and agency securities, corporate debt securities, and debt instruments of corporations and commercial obligations,paper, which we classifyare classified as available-for-sale investments. These investments are carried at fair value and are included in the tables above.  below. The Company evaluates securities with unrealized losses to determine whether such losses, if any, are other than temporary.due to credit-related factors. Realized gains and losses are calculated using the specific identification method and recorded as interestin other income or expense. We do(expense) in the Company's condensed consolidated statement of operations and comprehensive loss. The Company does not generally intend to sell the investments and it is not more likely than not that wethe Company will be required to sell the investments before recoveryrecover of their amortized cost bases, which may be at maturity.

basis.

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Table of Contents
The aggregate market value, cost basis, and gross unrealized gains and losses of available-for-sale investments by security type, classified in marketable securities and long-term investments for the three months endedas of March 31, 20192023 and December 31, 2022 are as follows (in thousands):

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

Total

 

Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Total
Fair Value
As of March 31, 2023As of March 31, 2023
U.S. Treasury and agency securitiesU.S. Treasury and agency securities$51,340 $18 $— $51,358 
Corporate debt securities Corporate debt securities17,346 — 17,354 
Commercial paper Commercial paper67,936 — (34)67,902 
Total marketable securitiesTotal marketable securities$136,622 $26 $(34)$136,614 
Number of securities with unrealized lossesNumber of securities with unrealized losses12 

 

Cost

 

 

Gains

 

 

Losses

 

 

Fair Value

 

Marketable securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities

 

$

199,811

 

 

$

69

 

 

$

(6

)

 

$

199,874

 

As of December 31, 2022As of December 31, 2022
U.S. Treasury and agency securitiesU.S. Treasury and agency securities$31,445 $13 $— $31,458 
Corporate debt securities Corporate debt securities8,876 — (38)8,838 

Commercial paper

 

 

26,694

 

 

 

 

 

 

(7

)

 

 

26,687

 

Commercial paper103,508 — (99)103,409 

Corporate debt securities

 

 

83,738

 

 

 

84

 

 

 

(9

)

 

 

83,813

 

Total marketable securities

 

$

310,243

 

 

$

153

 

 

$

(22

)

 

$

310,374

 

Total marketable securities$143,829 $13 $(137)$143,705 
Number of securities with unrealized lossesNumber of securities with unrealized losses16 

None

As of March 31, 2023 and December 31, 2022, the investments have been in a gross unrealized loss for a period greater than 12 months. Company classified $4.2 million and $31.5 million, respectively, of assets with original maturities of 90 days or less as cash and cash equivalents.
At each reporting date, we performthe Company performs an evaluation of impairment to determine if any unrealized losses are other-than-temporary.due to credit-related factors. The Company records an allowance for credit losses when unrealized losses are due to credit-related factors. Factors considered in determining whether a loss is other-than-temporarywhen evaluating available-for-sale investments for impairment include the lengthseverity of time and extent to which fair value has been less than the cost basis,impairment, changes in underlying credit ratings, the financial condition of the issuer, the probability that the scheduled cash payments will continue to be made and ourthe Company’s intent and ability to hold the investment until recovery of the amortized cost basis. We intendThe Company intends and havehas the ability to hold ourits investments in unrealized loss positions until their amortized cost basis has been recovered. Further, based on our evaluation, we determined that unrealized losses were not other-than-temporary atAs of March 31, 20192023 and December 31, 2018.

2022, there were no material declines in the market value of the Company’s available-for-sale investments due to credit-related factors.

Contractual maturities of available-for-sale debt securities, as of March 31, 2019,2023, were as follows (in thousands):

 

 

 

 

 

 

 

 

Estimated

 

 

 

 

 

 

 

 

 

Fair Value

 

Due within one year

 

 

 

 

 

 

 

$

261,450

 

One to two years

 

 

 

 

 

 

 

 

48,924

 

Total

 

 

 

 

 

 

 

$

310,374

 

Estimated
 Fair Value
Less than one year$136,614 
Greater than one year— 
Total$136,614 

We have

The Company has the ability, if necessary, to liquidate any of ourits cash equivalents and short-term investmentsmarketable securities to meet ourits liquidity needs in the next 12 months. Accordingly, those investments
Note 5 - Indebtedness
Credit Facility
On May 2, 2019, the Company entered into a credit, guaranty and security agreement, as amended on September 18, 2019, July 2, 2020, December 7, 2022 and February 14, 2023 (the “Credit Facility”), with contractual maturities greater thanMidCap Financial Trust (“MidCap”), as agent and lender, and the additional lenders party thereto from time to time (together with MidCap, the “Lenders”), pursuant to which the Lenders, agreed to make term loans available to the Company for working capital and general business purposes, in a principal amount of up to $150.0 million in term loan commitments, including a $30.0 million term loan that was funded at the closing date, with the ability to access the remaining $120.0 million in two additional tranches (each $60.0 million), subject to specified availability periods, the achievement of certain clinical development milestones, minimum cash requirements and other customary conditions. The Company did not achieve the clinical development milestone required to access one year fromof the date$60.0 million tranches, and access to the other $60.0 million tranche expired on December 31, 2022. The Company, GB001, Inc., GB002, Inc., and GB004, Inc., each wholly-owned subsidiaries of purchasethe Company, are classifieddesignated as current assetsco-borrowers to the
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Table of Contents
Credit Facility, whereas GB003, Inc., GB005, Inc., GB007, Inc., GB008, Inc. and Gossamer Bio Services, Inc., each wholly-owned subsidiaries of the Company, are designated as guarantors. The Credit Facility is secured by substantially all of the Company’s and its domestic subsidiaries’ personal property, including intellectual property.
Each term loan under the Credit Facility bears interest at an annual rate equal to the sum of (i) the secured overnight financing rate ("SOFR"), plus corresponding spread, plus (ii) 7.00%, subject to a SOFR floor of 2.00%. The borrower is required to make interest-only payments on the accompanying condensed consolidated balance sheets.

5. Convertible Note Financing

On October 2, 2017,term loan for all payment dates prior to July 1, 2022.  The term loans under the Credit Facility began amortizing on July 1, 2022, with equal monthly payments of principal plus interest being made by the Company issuedto the Lenders in consecutive monthly installments following such interest-only period until the Credit Facility matures on January 1, 2025. Upon final repayment of the term loans, the borrower must pay an exit fee of 1.75% of the amount borrowed under the Credit Facility, less any partial exit fees previously paid. Upon partial prepayment of a convertible promissory note (the “Note”)portion of the term loans, the borrower must pay a partial exit fee of 1.75% of the principal being prepaid. At the borrower’s option, the borrower may prepay the outstanding principal balance of the term loan in whole or in part, subject to a prepayment fee of 3.00% of any amount prepaid if the prepayment occurs through and including the first anniversary of the second amendment effective date, 2.00% of the amount prepaid if the prepayment occurs after the first anniversary of the second amendment effective date through and including the second anniversary of the second amendment effective date, and 1.00% of any amount prepaid after the second anniversary of the second amendment effective date and prior to January 1, 2025.

On December 7, 2022, the Company entered into the Third Amendment to the Credit Facility, with no change to the principal or repayment terms, except with respect to the interest rate applicable to the Credit Facility, with the implementation of a forward-looking term rate based on SOFR as the replacement of LIBOR as the benchmark interest rate. The Company accounted for the change in reference rate as a non-substantial modification as allowed under ASU 2020-04.
The Credit Facility includes affirmative and negative covenants applicable to the Company and certain of its subsidiaries. The affirmative covenants include, among others, covenants requiring such entities to maintain their legal existence and governmental approvals, deliver certain financial reports, maintain insurance coverage, maintain property, pay taxes, satisfy certain requirements regarding accounts and comply with laws and regulations.  The negative covenants include, among others, restrictions on such entities from transferring collateral, incurring additional indebtedness, engaging in mergers or acquisitions, paying dividends or making other distributions, making investments, creating liens, amending material agreements and organizational documents, selling assets and suffering a change in control, in each case subject to certain exceptions. The Company and certain of its subsidiaries are also subject to an ongoing minimum cash financial covenant in which they must maintain unrestricted cash in an amount not less than 25% of $6.0 million to an investor. The Note accrued interest at 8% per year and had a maturity date of October 2, 2018. The Note was subject to an automatic conversion upon a qualified equity financing defined as a raise of $40.0 million, excluding the conversion of the Note and other indebtedness. The conversion was equal to the outstanding principal amount of the Noteterm loans. As of March 31, 2023, the Company was in compliance with these covenants.
The Credit Facility also includes events of default, the occurrence and continuation of which could cause interest to be charged at the rate that is otherwise applicable plus 3.00% and would provide MidCap, as agent, with the right to exercise remedies against the Company and/or certain of its subsidiaries, and the collateral securing the Credit Facility, including foreclosure against the properties securing the credit facilities, including cash. These events of default include, among other things, failure to pay any amounts due under the Credit Facility, a breach of covenants under the Credit Facility, insolvency or the occurrence of insolvency events, the occurrence of a change in control, the occurrence of certain U.S. Food and Drug Administration (“FDA”) and regulatory events, failure to remain registered with the SEC and listed for trading on Nasdaq, the occurrence of a material adverse change, the occurrence of a default under a material agreement reasonably expected to result in a material adverse change, the occurrence of certain defaults under certain other indebtedness in an amount greater than $2.5 million and the occurrence of certain defaults under subordinated indebtedness and convertible indebtedness.
Debt consisted of the following (in thousands):
March 31, 2023December 31, 2022
Debt, current portion$11,613 $11,613 
Debt, non-current portion9,677 12,581 
Total debt21,290 24,194 
Less: unamortized debt discount and issuance costs(456)(593)
Debt, net$20,834 $23,601 

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Table of Contents
The scheduled future minimum principal payments are as follows (in thousands):
March 31, 2023
2023 (remaining 9 months)$8,709 
202411,613 
2025968 
Total$21,290 
5.00% Convertible Senior Notes due 2027
On May 21, 2020, the Company issued $200.0 million aggregate principal amount of 5.00% convertible senior notes due 2027 in a public offering (the "2027 Notes"). The 2027 Notes were registered pursuant to the Company’s shelf registration statement on Form S-3 filed with the SEC on April 10, 2020. The interest rate on the 2027 Notes is fixed at 5.00% per annum. Interest is payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2020. The 2027 Notes will mature on June 1, 2027. The net proceeds from the offering, after deducting the underwriting discounts and commissions and other offering costs, were approximately $193.6 million. The 2027 Notes may be settled in cash, shares of the Company’s common stock, or a combination thereof, solely at the Company’s election. The initial conversion rate of the 2027 Notes is 61.6095 shares per $1,000 principal amount, which is equivalent to a conversion price of approximately $16.23 per share, subject to adjustments. In addition, following certain corporate events that occur prior to the maturity date or if the Company issues a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its 2027 Notes in connection with such a corporate event during the related redemption period in certain circumstances. 
The 2027 Notes are senior unsecured obligations of the Company, ranking senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the 2027 Notes, and are effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness, including all accrued and previously unpaid interest thereon, divided byindebtedness under the lowestCredit Facility.
Holders may convert their notes at their option only in the following circumstances: (1) during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on September 30, 2020, if the last reported sale price per share paidof the Company’s common stock exceeds 130% of the conversion price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Company’s common stock; (4) if the Company calls such notes for redemption; and (5) at any time from, and including, March 1, 2027 until the close of business on the scheduled trading day immediately before the maturity date.
The Company will not have the right to redeem the 2027 Notes prior to June 6, 2024. On or after June 6, 2024 and on or before the 50th scheduled trading day immediately before the maturity date, the Company may redeem the 2027 Notes, in whole or in part, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect on (1) each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such notice. In the case of any optional redemption, the Company will redeem the 2027 Notes at a redemption price equal to 100% of the principal amount of such Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
If the Company undergoes a fundamental change prior to the maturity date of the 2027 Notes, holders of the 2027 Notes may require the Company to repurchase for cash all or part of their 2027 Notes at a repurchase price equal to 100% of the principal amount of the 2027 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
The indenture governing the 2027 Notes provides for customary terms and covenants, including that upon certain events of default, either the trustee or the holders of not less than 25% in aggregate principal amount of the 2027 Notes then outstanding may declare the unpaid principal amount of the 2027 Notes and accrued and unpaid interest, if any, thereon immediately due and payable. As of March 31, 2023, the Company was in compliance with these covenants. In the case of certain events of bankruptcy, insolvency or reorganization, the principal amount of the 2027 Notes together with accrued and unpaid interest, if any, thereon will automatically become and be immediately due and payable.
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Table of Contents
As of March 31, 2023, there were no events or market conditions that would allow holders to convert the 2027 Notes. When the 2027 Notes become convertible within 12 months of the balance sheet date, the carrying value of the 2027 Notes will be reclassified to short-term.
Prior to the adoption of ASU 2020-06, the Company accounted for the 2027 Notes as a liability and equity component. The carrying amount of the liability component was calculated by investormeasuring the fair value of similar debt instruments that do not have associated convertible features. The carrying amount of the equity component representing the conversion option was $53.5 million and was determined by deducting the fair value of the liability component from the par value of the 2027 Notes. The equity component was not re-measured as long as it continued to meet the conditions for qualified equity financing. On January 4, 2018,classification. The excess of the principal amount of the liability component over its carrying amount (“debt discount”) was amortized to interest expense over the term of the 2027 Notes. The debt discount is amortized to interest expense over the term of the 2027 Notes at an effective interest rate of 11.17% over the contractual terms of the 2027 Notes.
The Company accounts for the 2027 Notes as a single liability measured at amortized cost. As the equity component is no longer required to be split into a separate component, the Company recorded an adjustment to reflect this update. See Note converted into 3,499,209 shares2 for the impact of Series A Convertible Preferred Stock.

10


6.this adjustment upon adoption to the 2027 Notes.

In accounting for the debt issuance costs of $0.4 million related to the 2027 Notes, the Company allocated the total amount incurred to the liability and equity components of the 2027 Notes based on their relative fair values. Issuance costs attributable to the liability component were $0.3 million, were recorded as a reduction to the liability portion of the 2027 Notes and were amortized to interest expense over the term of the 2027 Notes. Issuance costs attributable to the equity component, representing the conversion option, were netted with the equity component in stockholders' equity.
The net carrying amount of the 2027 Notes was as follows (in thousands):
March 31, 2023December 31, 2022
Principal amount$200,000 $200,000 
Unamortized debt discount(3,818)(4,021)
Unamortized debt issuance cost(257)(270)
Net carrying amount$195,925 $195,709 

The following table sets forth the interest expense recognized related to the 2027 Notes (in thousands):
Three months ended March 31,
20232022
Contractual interest expense$2,500 $2,500 
Amortization of debt discount202 191 
Amortization of debt issuance cost14 13 
Total interest expense related to the 2027 Notes$2,716 $2,704 
Note 6 - Licenses, Asset Acquisitions and Contingent Consideration

The following purchased assets were accounted for as asset acquisitions as substantially all of the fair value of the assets acquired were concentrated in a group of similar assets and/or the acquired assets were not capable of producing outputs due to the lack of employees and early stage of development. Because the assets had not yet received regulatory approval, the fair value attributable to these assets was recorded as in process research and development (“IPR&D”) expenses in the Company’s condensed consolidated statementstatements of operations and comprehensive loss for the three months ended March 31, 2019.

2023 and 2022.

The Company accounts for contingent consideration payable upon achievement of certain regulatory, development or sales milestones in such asset acquisitions when the underlying contingency is met.

Acquisition of

License from Pulmokine, Inc. (GB002)

(Seralutinib)

On October 2, 2017, the Company entered into a license agreement with Pulmokine, Inc. under which it was granted an exclusive worldwide license and sublicense to certain intellectual property rights owned or controlled by Pulmokine to develop and commercialize GB002seralutinib and certain backup compounds for the treatment, prevention and diagnosis of any and all disease or conditions. The Company also has the right to sublicense its rights under the license agreement, subject to certain conditions.
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Table of Contents
The assets acquired are in the early stages of the U.S. Food and Drug Administration (“FDA”)FDA approval process, and the Company intends to further develop the assets acquired through potential FDA approval as evidenced by the milestone arrangement in the contract. The development activities cannot be performed without significant cost and effort by the Company. The agreement will remain in effect from the effective date, unless terminated earlier, until, on a licensed product-by-licensed product and country-by-country basis, the later of ten years from the date of first commercial sale or when there is no longer a valid patent claim covering such licensed product or specified regulatory exclusivity for the licensed product in such country. The Company is obligated to make future development and regulatory milestone payments of up to $63.0$58.0 million, which includes a payment of $10.0 million due upon initiation of the first Phase 3 clinical trial, commercial milestone payments of up to $45.0 million, and sales milestone payments of up to $190.0 million. The Company is also obligated to pay tiered royalties on sales for each licensed product, at percentages ranging from the mid-single digits to the high single-digits. In addition, if the Company chooses to sublicense or assign to any third parties its rights under the agreement with respect to a licensed product, or the Company’s seralutinib operating subsidiary undergoes a change of control, the Company must pay to Pulmokine a specified percentage of all revenue to be received in connection with such transaction. The Company made an upfront payment of $5.5 million in October 2017,2017. In December 2020, the Company accrued a milestone payment of $5.0 million in connection with the initiation of the first Phase 2 clinical trial of seralutinib, which was recorded as IPR&D.paid in January 2021. As of March 31, 2019,2023, no other milestones had been accrued as the underlying contingencies had not yet been met.

AA Biopharma Inc. Acquisition (GB001)

Note 7 - Stockholders’ Equity
Common Stock
Each share of common stock is entitled to one vote. Common stock owners are entitled to dividends when funds are legally available and declared by the Company's board of directors.
Private Placement Financing
On January 4, 2018, the Company acquired AA Biopharma Inc. pursuant toJuly 15, 2022, we completed a merger agreement, and with the acquisition acquired the rights to GB001 and certain backup compounds. In connection with the merger agreement, the Company issued an aggregateprivate placement of 20,000,00016,649,365 shares of Series Seed Convertible Preferred Stock and 1,101,278our common stock at purchase price of $7.21 per share. The gross proceeds for the private placement were approximately $120.1 million, before deducting offering expenses. On August 9, 2022, we filed a registration statement on Form S-3 registering the shares of common stock issued in the private placement, which registration statement became automatically effective on August 9, 2022.
Shares of Common Stock Subject to the AA Biopharma shareholders. The Company recorded IPR&D of $19.3 million in January 2018 in connection with the acquisition of AA Biopharma.

Acquisition of License from Aerpio Pharmaceuticals, Inc. (GB004)

On June 24, 2018, the Company entered into a license agreement with Aerpio Pharmaceuticals, Inc. (“Aerpio”) under which the Company was granted an exclusive worldwide license and sublicense to certain intellectual property rights owned or controlled by Aerpio to develop and commercialize GB004, and certain other related compounds for all applications. The Company also has the right to sublicense its rights under the license agreement, subject to certain conditions. The Company is obligated to make future development and regulatory milestone payments of up to $55.0 million, commercial milestone payments of up to $85.0 million and sales milestone payments of up to $260.0 million. The Company is also obligated to pay tiered royalties on sales for each licensed product, at percentages ranging from a high single-digit to mid-teens, subject to certain customary reductions. The Company made an upfront payment of $20.0 million in June 2018, which represented the purchase consideration for an asset acquisition. As of March 31, 2019, no milestones had been accrued as the underlying contingencies had not yet been met.

Adhaere Pharmaceuticals, Inc. Acquisition (GB1275)

On September 21, 2018, the Company acquired Adhaere Pharmaceuticals, Inc. (“Adhaere”) pursuant to a merger agreement for an upfront payment of $7.5 million in cash, and with the acquisition acquired the rights to GB1275 and certain backup compounds. The Company is obligated to make future regulatory, development and sales milestones of up to $62.0 million and pay tiered royalties on worldwide net sales, at percentages ranging from low to mid-single digits, subject to customary reductions. In September 2018, the Company recorded IPR&D of $7.5 million in connection with the acquisition of Adhaere. As of March 31, 2019, no milestones had been accrued as the underlying contingencies had not yet been met.

The Company recorded the following IPR&D expense on the condensed consolidated statements of operations (in thousands):


Repurchase

 

 

Three months ended March 31,

 

 

 

2019

 

 

2018

 

GB001

 

$

 

 

$

19,148

 

Other Programs

 

 

1,000

 

 

 

1,750

 

Total in process research and development

 

$

1,000

 

 

$

20,898

 

7. Stockholders’ Equity (Deficit)

In connection with the Company’s IPO, the outstanding shares of the Company’s Series Seed, Series A, and Series B Convertible Preferred Stock automatically converted into 30,493,460 shares of common stock.

Common Stock

On December 3, 2015, the Company issued 9,160,888 shares of common stock as founder shares for services rendered to the Company, valued at $0.0001 par value per share, for a total of approximately $4,100.$4,100 (the "founder shares"). On January 4, 2018, incremental vesting conditions were placed on the previously issued founder shares. Fifty percent of the previously issued founder shares vested on January 4, 2018, and the remaining founder shares are subject to vesting restrictions over a period of five years.

These shares are subject to repurchase by the Company upon a founder's termination of employment or service to the Company.

Pursuant to the employment agreements with the Company’s founders executed January 4, 2018, the Company provided for certain potential additional issuances of common stock (the “anti-dilution shares”) to each of the founders to ensure the total number of shares of common stock held by them and their affiliates (inclusive of any shares subject to equity awards granted by the Company) would represent 15% of the Company’s fully-diluted capitalization until such time as the Company raised $300$300.0 million in equity capital, including the capital raised in the Series A financing.

In furtherance of this obligation, on May 21, 2018, the Company issued 251,547 shares of common stock to the founders for services rendered to the Company, valued at $2.61 per share with an additional 251,547 shares of restricted stock subject to the same vesting restrictions and vesting period as the founder shares. In addition, on September 6, 2018, the Company issued 1,795,023 shares of common stock to the founders for services rendered to the Company, valued at $9.63 per share, with an additional 1,795,023 shares of restricted stock subject to the same vesting restrictions and vesting period as the founder shares.

Each share of common stock is entitled

During the three months ended March 31, 2023, no shares were forfeited due to one vote. Common stock owners are entitled to dividends when funds are legally available and declared by the Board.

Shares of Common Stock Subject to Repurchase

In November 2017, in connection with the issuance of the Series A Convertible Preferred Stock, certain employees entered into stock restriction agreements, whereby 1,305,427 shares are subject to forfeiture by the Company upon the stockholder’s termination of employment or serviceemployment. During the year ended December 31, 2022, no shares were forfeited due to the Company. In January 2018, the Company’s founders entered into stock restriction agreements, whereby 4,580,444 of previously unrestricted shares of common stock were subject to service vesting conditions. These shares are also subject to forfeiture by the Company upon the stockholders’ termination of employment or service to the Company.employment. Any shares subject to repurchase by the Company are not deemed, for accounting purposes, to be outstanding until those shares vest. As such, the Company recognizes the measurement date fair value of the restricted stock over the vesting period as compensation expense. As of March 31, 20192023 and December 31, 20182022, no shares and 55,227 shares of common stock, respectively, were subject to repurchase by the Company was 5,862,450 shares and 7,482,032 shares, respectively.Company. The unvested stock liability related to these awards is immaterial to all periods presented.

8.

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Table of Contents
Note 8 - Equity Incentive Plans

Approval of the

2019 Equity Incentive Plan

In January 2019, the Company’s board of directors and stockholders approved and adopted the 2019 Incentive Award Plan (the “2019 Plan”). The 2019 Plan became effective on February 6, 2019, the day prior to the effectiveness of the registration statement filed in connection with the IPO. Under the 2019 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock or cash-based awards to individuals who are then employees, officers, directors or consultants of the Company, and employees and consultants of the Company’s subsidiaries. A total of 5,750,000 shares of common stock were approved to be initially reserved for issuance under the 2019 Plan. The number of shares that remained available for issuance under the 2017 Plan (as defined below) as of the effective date of the 2019 Plan were, and shares subject to outstanding awards under the 2017 Plan as of the effective date of the 2019 Plan that are subsequently canceled, forfeited or repurchased by the Company will be, added to the shares reserved under the 2019 Plan. In addition, the number of shares of common stock available for issuance under the 2019 Plan will be automatically increased on the first day of each calendar year during the ten-year term of the 2019 Plan, beginning with

12


January 1, 2020 and ending with January 1, 2029, by an amount equal to 5% of the outstanding number of shares of the Company’s common stock on December 31st31 of the preceding calendar year or such lesser amount as determined by the Company’s board of directors. As of March 31, 2019,2023, an aggregate of 3,359,8561,054,621 shares of common stock were available for issuance under the 2019 PlanPlan. As of March 31, 2023 and 2,390,144December 31, 2022, 19,695,296 and 16,199,202 shares of common stock, respectively, were subject to outstanding awards under the 2019 Plan.

Approval of the

2019 Employee Stock Purchase Plan

In January 2019, the Company’s board of directors and stockholders approved and adopted the 2019 Employee Stock Purchase Plan (the “ESPP”). The ESPP became effective as of February 6, 2019, the day prior to the effectiveness of the registration statement filed in connection with the IPO. The ESPP permits participants to purchase common stock through payroll deductions of up to 20% of their eligible compensation. A total of 700,000 shares of common stock were approved to be initially reserved for issuance under the ESPP. In addition, the number of shares of common stock available for issuance under the ESPP will be automatically increased on the first day of each calendar year during the first ten-yearsten years of the term of the ESPP, beginning with January 1, 2020 and ending with January 1, 2029, by an amount equal to 1% of the outstanding number of shares of the Company’s common stock on December 31st31 of the preceding calendar year or such lesser amount as determined by the Company’s board of directors. During the three months ended March 31, 2023, 249,623 shares were issued pursuant to the ESPP. As of March 31, 2019,2023, an aggregate of 700,0003,146,016 shares of common stock were available for issuance under the ESPP.

2017 Equity Incentive Plan

The Company’s 2017 Equity Incentive Plan (the “2017 Plan”) permitted the granting of incentive stock options, non-statutory stock options, restricted stock, restricted stock units and other stock-based awards. Subsequent to the adoption of the 2019 Plan, no additional equity awards can be made under the 2017 Plan.

At As of March 31, 2019, 6,285,4782023 and December 31, 2022, 2,530,957 and 2,582,771 shares of common stock, respectively, were subject to outstanding awardsoptions under the 2017 Plan.

As of March 31, 2023, no shares of restricted stock awards granted under the 2017 Plan were unvested.

Stock Options

The fair value of each employee and non-employee stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company prioruses its own volatility to the IPO on February 12, 2019, wasextent it has sufficient trading history, and for awards in which sufficient trading history is not available, a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected volatility based on the historical volatility of a publicly traded set of peer companies.group is used. Due to the lack of historical exercise history, the expected term of the Company’s stock options for employees has been determined utilizing the “simplified” method for awards. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

17

Table of Contents
The following table summarizes stock option activity during the three months ended March 31, 2019:

2023:

 

 

Shares Subject to

Options Outstanding

 

 

Weighted-

Average

 

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

Remaining

 

 

 

 

 

 

 

 

 

 

 

Average

Exercise

 

 

Contractual

Life

 

 

Aggregate

 

 

 

Shares

 

 

Price

 

 

(Years)

 

 

Intrinsic Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

Outstanding as of December 31, 2018

 

 

5,107,329

 

 

$

7.51

 

 

 

9.7

 

 

$

16,343

 

Options granted

 

 

2,390,144

 

 

$

21.74

 

 

 

 

 

 

 

 

 

Option exercised

 

 

(27,500

)

 

$

2.61

 

 

 

 

 

 

 

 

 

Options forfeited/cancelled

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding as of March 31, 2019

 

 

7,469,973

 

 

$

12.08

 

 

 

9.6

 

 

$

72,708

 

Options vested and exercisable as of March 31, 2019

 

 

160,682

 

 

$

3.20

 

 

 

8.9

 

 

$

2,968

 

Shares Subject to
Options Outstanding
Weighted-
Average
 
SharesWeighted-
Average
Exercise
Price
Remaining
Contractual
Life
(Years)
Aggregate
Intrinsic Value
(in thousands)
Outstanding as of December 31, 202217,487,165 $9.24 8.1$47 
Options granted4,620,560 $1.22 
Options exercised— $— 
Options forfeited/cancelled(425,808)$8.34 
Outstanding as of March 31, 202321,681,917 $7.54 8.1$227 
Options vested and expected to vest as of March 31, 202321,681,917 $7.54 8.1$227 
Options exercisable as of March 31, 20238,140,578 $12.19 6.4$— 

The aggregate intrinsic value in the above table is calculated as the difference between fair value of the Company’s common stock price on March 31, 20192023 and the exercise price of the stock options. The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2023 and 2022 was $0.0 million and $0.2 million, respectively.
The weighted-average grant date fair value per share for the stock option grants during the three months ended March 31, 20192023 and 2022 was $21.74. At$0.81 and $8.53, respectively.
The aggregate fair value of stock options that vested during the three months ended March 31, 2019,2023 and 2022 was $15.9 million and $10.4 million, respectively.
Restricted Stock
The summary of the Company’s restricted stock activity during the three months ended March 31, 2023 is as follows:
Number of
Restricted
Stock Units
Outstanding
Weighted-
Average
Grant Date
Fair Value
Nonvested at December 31, 20221,350,035 $10.83 
Granted— — 
Vested(771,293)10.69 
Forfeited(34,406)11.15 
Nonvested at March 31, 2023544,336 $10.99 
As of March 31, 2023, the total unrecognized compensation related to unvested restricted stock option awards granted was $55.7$5.2 million, which the Company expects to recognize over a weighted-average period of approximately 3.50.9 years.


Stock-Based Compensation Expense

Restricted Stock

The summary of the Company’s restricted stock activity is as follows:

 

 

Number of

 

 

Weighted-

 

 

 

Restricted

 

 

Average

 

 

 

Stock Units

 

 

Grant Date

 

 

 

Outstanding

 

 

Fair Value

 

Nonvested at December 31, 2018

 

 

7,482,032

 

 

$

4.01

 

Granted

 

 

 

 

 

 

Vested

 

 

(1,619,592

)

 

$

4.31

 

Forfeited

 

 

 

 

 

 

Nonvested at March 31, 2019

 

 

5,862,440

 

 

$

3.92

 

At March 31, 2019, the total unrecognized compensation related to unvested restricted stock awards granted was $16.9 million, which the Company expects to recognize over a weighted-average period of approximately 3.8 years.

Stock-based compensation expense has been reported in the Company’s condensed consolidated statements of operations and comprehensive loss as follows (in thousands):

 

Three months ended

 

 

March 31,

 

Three months ended March 31,

 

2019

 

 

2018

 

20232022

Research and development

 

$

1,293

 

 

$

4

 

Research and development$4,690 $6,618 

General and administrative

 

 

1,796

 

 

 

601

 

General and administrative3,437 4,365 

Total stock-based compensation

 

$

3,089

 

 

$

605

 

Total stock-based compensation expenseTotal stock-based compensation expense$8,127 $10,983 

For the three months ended

As of March 31, 2019 and 2018, $3.12023, the total unrecognized compensation related to unvested stock option awards granted was $41.4 million, and $0.6 million, respectively,which the Company expects to recognize over a weighted-average period of approximately 2.5 years.
As of March 31, 2023, the stock-basedtotal unrecognized compensation expense related to the issuanceESPP was $2.1 million, which the Company expects to recognize over a weighted-average period of the anti-dilution shares.

9.approximately 0.9 years.

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Table of Contents
Note 9 - Commitments and Contingencies

Leases

The Company subleases certain office and laboratory space under a non-cancelable operating lease expiring in December 2024January 2025 for the initial leased space and December 2022 for the expansion space leased pursuant to an amendment to the lease agreement entered into in August 2018. In February 2022, the Company exercised its renewal option to extend the term of the expansion space until January 2025. The sublease agreement included options to extend for the entire premises through October 2028. The options to extend must be exercised prior to the termination of the original lease agreement. The period covered by the options was not included in the non-cancellable lease term as it not was not determined to be reasonably certain to be executed. The lease agreement also includes a one-time termination option for the expansion space only whereby the Company can terminate the lease with advance written notice. The termination option was not determined to be reasonably certain to be executed. The lease is subject to charges for common area maintenance and other costs, and base rent is subject to an annual 3% increase each subsequent year. Costs determined to be variable and not based on an index or rate were not included in the measurement of the operating lease liabilities.

Monthly rent expense is recognized on a straight-line basis over the term of the lease.leases. The operating lease isleases are included in the condensed consolidated balance sheet at the present value of the lease payments at a 7%weighted average discount rate of 7% using the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment as the leases do not provide an implicit rate. TheAs of March 31, 2023, the weighted average remaining lease term was 5.01.8 years.

Lease costs were comprised of the following (in thousands):

 

Three months ended March 31, 2019

 

Three months ended March 31,

 

 

 

 

20232022

Operating lease cost

 

$

753

 

Operating lease cost$778 $761 

Variable lease cost

 

 

395

 

Short-term lease cost

 

 

14

 

Short-term lease cost13 10 

Total lease cost

 

$

1,162

 

Total lease cost$791 $771 

14


Cash paid for amounts included in the measurement of operating lease liabilities for the three months ended March 31, 20192023 and 2022 was $1.2 million.

$1.1 million and $0.8 million, respectively.

Gross future minimum annual rental commitments as of March 31, 2019,2023, were as follows (in thousands):

 

 

Undiscounted Rent Payments

 

Year ending December 31,

 

 

 

 

2019 (remaining 9 months)

 

$

2,216

 

2020

 

 

3,035

 

2021

 

 

3,123

 

2022

 

 

3,216

 

2023

 

 

1,690

 

2024

 

 

1,741

 

Total undiscounted rent payments

 

$

15,021

 

 

 

 

 

 

Present value discount

 

 

(2,314

)

Present value

 

$

12,707

 

 

 

 

 

 

Current portion of operating lease liability

(included as a component of Accrued expenses)

 

$

2,170

 

Noncurrent operating lease liabilities

 

 

10,537

 

Total operating lease liability

 

$

12,707

 

Undiscounted Rent
Payments
Year ending December 31
2023 (remaining 9 months)$2,492 
20243,419 
2025144 
Total undiscounted rent payments$6,055 
Present value discount(350)
Present value of lease payments$5,705 
Current portion of operating lease liabilities (included as a component of accrued expenses and other current liabilities)3,060 
Noncurrent operating lease liabilities2,645 
Total operating lease liability$5,705 

Future minimum lease payments under non-cancelable operating leases at December 31, 2018 were as follows (in thousands):

Years ending December 31,

 

 

 

 

2019

 

$

2,944

 

2020

 

 

3,035

 

2021

 

 

3,123

 

2022

 

 

3,216

 

2023

 

 

1,690

 

Thereafter

 

 

1,741

 

 

 

$

15,749

 

For each of the three months ended March 31, 20182023 and 2022, the Company recorded approximately $0.5$0.9 million in rent expense.

Litigation

The Company is not

19

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Note 10 - Subsequent Events
Effective May 5, 2023, and in accordance with the terms of the 2019 Plan, the Company's board of directors (the "Board") approved a partystock option repricing (the “Option Repricing”) whereby the exercise price of each Eligible Option (as defined below) was immediately reduced to any material legal proceedings$1.36 per share, the closing stock price on May 5, 2023. For purposes of the Option Repricing, “Eligible Options” are 6,825,335 outstanding stock options as of May 5, 2023 (vested or unvested) granted under the 2019 Plan prior to November 30, 2022 and is not awareheld by those eligible employees of any pending or threatened claims. From time to time, the Company may beidentified by the Board, including the Company’s executive officers except for Faheem Hasnain, the Company’s Chairman and Chief Executive Officer. The Board and Mr. Hasnain collectively determined that Mr. Hasnain would not participate in the Option Repricing.
The participation of the executive officers of the Company in the Option Repricing was subject to various legal proceedingstheir agreement to cancel a portion of their Eligible Options effective immediately (the “Cancelled Options”). Each executive was required to agree to cancel one-third of their Eligible Options, on a grant-by-grant basis. The Cancelled Options were deducted proportionately from the vested and claims that arise inunvested portions of each Repriced Option grant.
To the ordinary course of its business activities.

10. Subsequent Events

On May 2, 2019, the Company and its wholly-owned subsidiary GB001, Inc., as borrower, entered into a credit, guaranty and security agreement (the “Credit Facility”) agented by MidCap Financial Trust (“MidCap”) and the additional lenders party thereto from time to time (together with MidCap, the “Lenders”), pursuant to which the Lenders, including affiliates of MidCap and Silicon Valley Bank, agreed to make term loans availableextent an Eligible Option is exercised prior to the Company for working capital and general business purposes,Premium End Date (as defined below), or the eligible employee’s employment terminates prior to the Premium End Date, the eligible employee will be required to pay the original exercise price per share of the Eligible Options. The “Premium End Date” means the earliest of (i) May 5, 2024, (ii) the date of a change in a principal amount of up to $150.0 million in term loan commitments, including a $30.0 million term loan which was funded atcontrol, (iii) the closing date, with the ability to access the remaining $120.0 million in three additional tranches (of $40.0 million, $30.0 million and $50.0 million, respectively),eligible employee’s death or disability, or (iv) if an eligible employee is an executive subject to specified availability periods, the achievement of certain clinical development milestones, minimum cash requirements and other customary conditions.  The Credit Facility is secured by substantially all of the Company’s and its domestic subsidiaries’ personal property, including intellectual property, and includes affirmative and negative covenants applicable to the Company.

Each term loan under the Credit Facility bears interest at an annual rate equal to the sum of (i) one-month LIBOR (customarily defined, with a change to prime rate if LIBOR funding becomes unlawful or impractical) plus (ii) 6.15%, subject to a LIBOR floor of 2.00%.  The Company is required to make interest-only payments on the term loan for all payment dates prior to June 1, 2021.  The

15


term loans under the Credit Facility will begin amortizing on June 1, 2021, with equal monthly payments of principal plus interest being made by the Company to the Lenders in consecutive monthly installments following such interest-only period for 36 months or, for any funding of the fourth tranche occurring after June 1, 2021, the number of months until the Credit Facility matures on May 1, 2024.  Upon final repayment of the term loans, the Company must pay an exit fee of 1.75% of the amount borrowed under the Credit Facility, less any partial exit fees previously paid.  Upon partial prepaymentcancellation of a portion of Eligible Options and is terminated under circumstances giving rise to severance under his or her employment agreement, the term loans,date of such termination. Except for the Company must pay a partial exit fee of 1.75%reduction in the exercise prices of the principal being prepaid. AtEligible Options as described above, the Company’s option,Eligible Options will retain their existing terms and conditions as set forth in the Company may prepay2019 Plan and the outstanding principal balanceapplicable award agreements.


20

Table of the term loan in whole or in part, subject to a prepayment fee of 3.0% of any amount prepaid if the prepayment occurs through and including the first anniversary of the closing date, 2.0% of the amount prepaid if the prepayment occurs after the first anniversary of the closing date through and including the second anniversary of the closing date, and 1.0% of any amount prepaid after the second anniversary of the closing date and prior to May 1, 2024.

16


Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis and the unaudited interim condensed consolidated financial statements included in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 20182022 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission, or SEC, on March 22, 2019.

17, 2023.

Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and Section 27A of the Securities Act of 1933, as amended, or the Securities Act. All statements other than statements of historical facts contained in this quarterly report, including statements regarding our future results of operations and financial position, business strategy, prospective products, product approvals,strategies and plans, research and development plans, the anticipated timing, costs, design and conduct of our ongoing and planned preclinical studies and planned clinical trials for our product candidates, the timing and likelihood of regulatory filings and approvals for our product candidates, the impact of COVID-19 on our business, timing and likelihood of success, plans and objectives of management for future operations and future results of anticipated products, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

17


In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this quarterly report are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this quarterly report and are subject to a number of risks, uncertainties and assumptions, including those described in Part II, Item 1A, “Risk Factors” of this report and Part I, Item 1A, “Risk Factors” in our most recent Annual Report on Form 10-K filed with the SEC on March 22, 2019.17, 2023. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Overview

We are a clinical-stage biopharmaceutical company focused on discovering, acquiring, developing and commercializing therapeuticsseralutinib for the treatment of pulmonary arterial hypertension, or PAH. In December 2022, we announced positive topline results from the Phase 2 TORREY Study in PAH patients. Upon completion of the 24-week blinded portion of the Phase 2 TORREY Study, patients were able to enroll into an open-label extension trial. We anticipate reporting results from this ongoing open-label extension trial in the middle of 2023. We expect to initiate a Phase 3 program in PAH in the third quarter of 2023. We expect to begin clinical development of seralutinib for the treatment of pulmonary hypertension associated with interstitial lung disease areasin the first half of immunology, inflammation2024. We have decided to terminate all ongoing studies and oncology. Our goal is to be an industry leader in eachdiscontinue development of these therapeutic areas and enhance and extend the lives of patients suffering from such diseases. To accomplish this goal, weGB5121. We have assembled a deeply experienced and highly skilled group of industry veterans, scientists, clinicians and key opinion leaders from leading biotechnology and pharmaceutical companies, as well as leading academic centers from around the world. Our collective immunologyemployees are a team of highly dedicated, passionate individuals who pride themselves on a culture of respect, humility, transparency, inclusion, dedication, collaboration and translational discoveryfun. Our ultimate goal is to enhance and development expertise serves asextend the foundationlives of our company.

We are pursuing product candidates with strong scientific rationale to address indications where there is both a high unmet need and an opportunity to develop best-in-class or first-in-class programs. We currently have three clinical-stage product candidates, in addition to multiple preclinical programs. We commenced a Phase 2b clinical trial for our most advanced product candidate, GB001, in moderate-to-severe eosinophilic asthma in October 2018 and expect to conduct an interim analysis in the first half of 2020. If the interim analysis is positive, we plan on initiating a Phase 3 clinical trial thereafter. We recently began screening patients in a proof-of-concept Phase 2 clinical trial of GB001 in patients with chronic rhinosinusitis, both with and without nasal polyps, and expect to initiate a proof-of-concept Phase 2 clinical trial of GB001 in patients with chronic spontaneous urticaria in the second half of 2019. We are developing GB002 for the treatment of pulmonary arterial hypertension, or PAH. We plan to commence screening patients for a Phase 1b clinical trial in PAH in the second quarter of 2019 and initiate a Phase 2/3 clinical trial in PAH in the second half of 2019. We are developing GB004 for the treatment of inflammatory bowel disease, including ulcerative colitis, or UC, and Crohn’s disease. We recently began screening patients in a Phase 1b clinical trial in mild-to-moderate UC patients with active disease symptoms and histology and expect to commence enrollment in this study in the second quarter of 2019. We also plan to initiate a Phase 2 clinical trial in UC in the first half of 2020. Our most advanced preclinical product candidate, GB1275, is an oral small molecule, CD11b modulator in preclinical development for the treatment of oncology indications. We submitted an Investigational New Drug Application, or IND, for GB1275 to the U.S. Food and Drug Administration, or FDA. Subject to the FDA 30-day review period of the IND, we plan to initiate a Phase 1/2 clinical trial for GB1275 in the second half of 2019 in solid tumor indications as a monotherapy and in combination with either an anti-PD-1 therapy or chemotherapy.

patients.


We were incorporated in October 2015 and commenced operations in 2017. To date, we have focused primarily on organizing and staffing our company, business planning, raising capital, identifying, acquiring and in-licensing our product candidates and conducting preclinical studies and early clinical trials. We have funded our operations primarily through equity and debt financings. We raised $601.3$1,062.1 million from October 2017 through April 2019March 31, 2023 through the sale of Series A and Series B convertible preferred stock financings, aissuance of convertible note financing, andnotes, proceeds from our initial public offering, or IPO completed in February 2019. In addition, we received $12.8 million2019, proceeds from our Credit Facility, proceeds from our concurrent underwritten public offerings of 5.00% convertible senior
21

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notes due 2027, or the 2027 Notes, and our common stock in cashMay 2020, and proceeds from a private placement of our common stock in connection with the January 2018 acquisition of AA Biopharma Inc., of which Pulmagen Therapeutics (Asthma) Limited is a wholly-owned subsidiary.July 2022. As of March 31, 2019,2023, we had $481.2$201.9 million in cash, cash equivalents and marketable securities.

On February 12, 2019, we closed our IPO and the underwriters in the IPO purchased 19,837,500 shares, including the full exercise of their option to purchase additional shares of common stock. The net proceeds were $291.3 million, after deducting underwriting discounts and commissions and estimated offering costs.

We have incurred significant operating losses since our inception and expect to continue to incur significant operating losses for the foreseeable future. For the three months ended March 31, 20192023 and 2018,2022, our net loss was $32.6$49.2 million and $26.0$57.8 million, respectively. As of March 31, 2019,2023, we had an accumulated deficit of $186.5$1,081.4 million. We expect our expenses and operating losses will increase substantially as we conduct our ongoing and planned clinical trials, continue our research and development activities and conduct preclinical studies, and seek regulatory approvals for our product candidates, as well as hire additional personnel, protect our intellectual property and incur additional costs associated with being a public company. In addition, as our product candidates progress through development and toward commercialization, we will need to make milestone payments to the licensors and other third parties from whom we have in-licensed or acquired our product candidates, including GB002 and GB004.seralutinib. Our net losses may fluctuate

18


significantly from quarter-to-quarter and year-to-year, depending in particular on the timing of our clinical trials and preclinical studies and our expenditures on other research and development activities.

We do not expect to generate any revenue from product sales unless and until we successfully complete development and obtain regulatory approval for one or more of our product candidates, which we expect will take a number of years. If we obtain regulatory approval for any of our product candidates, we expect to incur significant commercialization expenses related to product sales, marketing, manufacturing and distribution. Accordingly, until such time as we can generate substantial product revenues to support our cost structure, if ever, we expect to finance our cash needs through equity offerings, debt financings or other capital sources, including potentially collaborations, licenses and other similar arrangements. However, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. Our failure to raise capital or enter into such other arrangements when needed could have a negative impact on our financial condition and on our ability to pursue our business plans and strategies. If we are unable to raise additional capital when needed, we could be forced to delay, limit, reduce or terminate our product candidate development or future commercialization efforts or grant rights to develop and market our product candidates even if we would otherwise prefer to develop and market such product candidates ourselves.

Components of Results of Operations

Revenue

We have not generated any revenue since our inception and do not expect to generate any revenue from the sale of products for the foreseeable future.

Operating expenses

Research and development

Research and development expenses have relatedrelate primarily to preclinical and clinical development of our product candidates and discovery efforts.efforts, as well as our discontinued clinical product candidates. Research and development expenses are recognized as incurred and payments made prior to the receipt of goods or services to be used in research and development are capitalized until the goods or services are received.

Research and development expenses include or could include:

salaries, payroll taxes, employee benefits, and stock-based compensation charges for those individuals involved in research and development efforts;

external research and development expenses incurred under agreements with contract research organizations, or CROs, investigative sites and consultants to conduct our clinical trials and preclinical and non-clinical studies;

laboratory supplies;

costs related to manufacturing our product candidates for clinical trials and preclinical studies, including fees paid to third-party manufacturers;

costs related to compliance with regulatory requirements; and

facilities, depreciation and other allocated expenses, which include direct and allocated expenses for rent, maintenance of facilities, insurance, equipment and other supplies.

22


Table of Contents
Our direct research and development expenses consist principally of external costs, such as fees paid to CROs, investigative sites and consultants in connection with our clinical trials, preclinical and non-clinical studies, and costs related to manufacturing clinical trial materials. For the three months ended March 31, 2019, the majority of our third-party expenses related to the research and development of GB001, GB002 and GB004. We deploy our personnel and facility related resources across all of our research and development activities. We track external costs and personnel expense on a program-by-program basis and allocate common expenses, such as facility related resources, to each program based on the personnel resources allocated to such program. Stock-based compensation and personnel and common expenses not attributable to a specific program are considered unallocated research and development expenses.

We plan to substantially increaseexpect our research and development expenses for the foreseeable future to remain relatively flat as we continue the development of our product candidates and conduct discovery and research activities for our preclinical programs. We cannot determine with certainty the timing of initiation, the duration or the completion costs of current or future preclinical studies and clinical trials of our product candidates due to the inherently unpredictable nature of preclinical and clinical development. Clinical and preclinical development timelines, the probability of success and development costs can differ materially from expectations. We anticipate that we will make determinations as to which product candidates to pursue and how much funding to direct to each product candidate on an ongoing basis in response to the results of ongoing and future preclinical studies and clinical trials, regulatory

19


developments and our ongoing assessments as to each product candidate’s commercial potential. We will need to raise substantial additional capital in the future.

Our clinical development costs may vary significantly based on factors such as:

per patient trial costs;

the number of trials required for approval;

the number of sites included in the trials;

the countries in which the trials are conducted;

the length of time required to enroll eligible patients;

the number of patients that participate in the trials;

the number of doses that patients receive;

the drop-out or discontinuation rates of patients;

potential additional safety monitoring requested by regulatory agencies;

the duration of patient participation in the trials and follow-up;

the cost and timing of manufacturing our product candidates;

the costs incurred as a result of the COVID-19 pandemic, including clinical trial delays;

the phase of development of our product candidates; and

the efficacy and safety profile of our product candidates.

In process research and development

In process research and development, or IPR&D, expenses include in process research and developmentIPR&D acquired as part of an asset acquisition or in-license for which there is no alternative future use, are expensed as incurred.

IPR&D expenses consist of our upfront payments made to Pulmokine, Inc., in connection with the in-license of GB002, the value of our stock issued to former AA Biopharma Inc. shareholders, in connection with the acquisition of GB001, and our upfront payments made to Aerpio Pharmaceuticals, Inc., or Aerpio, in connection with the in-license of GB004, our upfront payments made to Adhaere Pharmaceuticals, Inc., or Adhaere, in connection with the acquisition of GB1275, and upfront payments made in connection with the acquisition of our other preclinical programs.

General and administrative

General and administrative expenses consist primarily of salaries and employee-related costs, including stock-based compensation, for personnel in executive, finance and other administrative functions. Other significant costs include facility-related costs, legal fees relating to intellectual property and corporate matters, professional fees for accounting and consulting services and insurance costs.

We expect our general and administrative expenses will increase for the foreseeable future to remain relatively flat to support our expandedcurrent infrastructure and increasedcontinued costs of operating as a public company. These increasesexpenses will likely include increased expenses related to audit, legal,
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regulatory, and tax-related services associated with maintaining compliance with exchange listing and SEC requirements, director and officer insurance premiums, and investor relations costs associated with operating as a public company.

Other income (expense), net

Other income (expense), net consists of (1) interest income on our cash, cash equivalents and marketable securities, (2) sublease income, (3) interest expense related to the convertible promissory note issued in October 2017,our Credit Facility and (3)our 2027 Notes, and (4) other miscellaneous income (expense). The note converted into shares of our Series A convertible preferred stock in January 2018.


Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles in the United States, or GAAP. The preparation of these financial statements requires us to make judgments and estimates that affect the reported amounts of assets, liabilities, revenues, and expenses and the disclosure of contingent assets and liabilities in our condensed consolidated financial statements. We base our estimates on historical experience, known trends and events, and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. On an ongoing basis, we evaluate our judgments and estimates in light of changes in circumstances, facts and experience. During the three months ended March 31, 2019,2023, there have been no significant changes in our critical accounting policies and estimates as discussed in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K filed with the SEC on March 22, 2019.

17, 2023.

Results of Operations – Comparison of the Three Months Ended March 31, 20192023 and 2018

2022

The following table sets forth our selected statements of operations data for the three months ended March 31, 20192023 and 2018:

2022:

 

Three months ended March 31,

 

 

2019 vs 2018

 

Three months ended March 31,2023 vs 2022

 

2019

 

 

2018

 

 

Change

 

20232022Change

 

(in thousands)

 

(in thousands)

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

Research and development

 

$

24,983

 

 

$

2,624

 

 

$

22,359

 

Research and development$37,795 $42,322 $(4,527)

In process research and development

 

 

1,000

 

 

$

20,898

 

 

 

(19,898

)

In process research and development15 20 (5)

General and administrative

 

 

8,034

 

 

 

2,604

 

 

 

5,430

 

General and administrative10,132 12,001 (1,869)

Total operating expenses

 

 

34,017

 

 

 

26,126

 

 

 

7,891

 

Total operating expenses47,942 54,343 (6,401)

Loss from operations

 

 

(34,017

)

 

 

(26,126

)

 

 

(7,891

)

Loss from operations(47,942)(54,343)6,401 

Other income (expenses)

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)Other income (expense)

Interest income

 

 

1,049

 

 

 

89

 

 

 

960

 

Interest income587 224 363 

Interest expense

 

 

(19

)

 

 

 

 

 

(19

)

Interest expense(3,500)(3,467)(33)

Other income

 

 

376

 

 

 

 

 

 

376

 

Total other income, net

 

 

1,406

 

 

 

89

 

 

 

1,317

 

Other income (expense), netOther income (expense), net1,690 (199)1,889 
Total other income (expense), netTotal other income (expense), net(1,223)(3,442)2,219 

Net loss

 

$

(32,611

)

 

$

(26,037

)

 

$

(6,574

)

Net loss$(49,165)$(57,785)$8,620 

Operating Expenses

Research and development

Research and development expenses were $25.0$37.8 million for the three months ended March 31, 2019,2023, compared to $2.6$42.3 million for the three months ended March 31, 2018,2022, for an increasea decrease of $22.4$4.5 million, which was primarily attributable to an increasea decrease of $8.1$11.3 million of costs associated with preclinical studies for other terminated programs and a decrease of $1.8 million of costs associated with preclinical studies and clinical trials for GB001,other programs, offset by an increase of $5.4$5.8 million of costcosts associated with preclinical studies and clinical trials for GB002, $4.4seralutinib and an increase of $2.8 million of costcosts associated with preclinical studies and clinical trials for GB004, and $3.8 millionGB5121.
24

Table of costs related to personnel and external consultants.

Contents

The following table shows our research and development expenses by program for the three months ended March 31, 20192023 and 2018:

2022:

 

 

Three months ended March 31,

 

 

 

2019

 

 

2018

 

 

 

(in thousands)

 

GB001

 

$

8,114

 

 

$

1,052

 

GB002

 

 

5,449

 

 

 

1,179

 

GB004

 

 

4,438

 

 

 

 

Other Programs

 

 

3,785

 

 

 

141

 

Unallocated expenses

 

 

3,197

 

 

 

252

 

Total research and development

 

$

24,983

 

 

$

2,624

 

Three months ended March 31,
20232022
(in thousands)
Seralutinib$17,950 $12,154 
GB512112,315 9,512 
Other programs6,993 8,812 
Other terminated programs537 11,844 
Total research and development$37,795 $42,322 

21


In process research and development

There were no significant IPR&D expenses for the three months ended March 31, 2023 and 2022.
General and administrative
General and administrative expenses were $1.0$10.1 million for the three months ended March 31, 2019,2023, compared to $20.9$12.0 million for the three months ended March 31, 2018,2022, for a decrease of $19.9$1.9 million, which was primarily attributable to our $19.3a $0.9 million decrease in stock-based compensation expense, a decrease of costs associated with the issuance$0.5 million in professional services expense and a decrease of our stock$0.2 million in connection with our acquisition of GB001 and AA Biopharma in the first quarter of 2018.

General and administrative

General and administrative expenses were $8.0insurance costs.

Other expense, net
Other expense, net was $1.2 million for the three months ended March 31, 2019,2023, compared to $2.6other expense, net of $3.4 million for the three months ended March 31, 2018,2022, for an increasea decrease of $5.4$2.2 million, which was primarily attributable to a $1.3 millionan increase in stock-based compensation costs, $1.8 million increase in personnel-related costs, and $1.6 million increase in professional and legal fees.

Other income, net

Other income, net was $1.4 million for the three months ended March 31, 2019, compared to $0.1 million for the three months ended March 31, 2018, related to $1.0 million increase in interest income earned on our cash, cash equivalents and marketable securities during the period and $0.4 million in other income.

investment accretion.

Liquidity and Capital Resources

We have incurred substantial operating losses since our inception and expect to continue to incur significant operating losses for the foreseeable future and may never become profitable. As of March 31, 20192023, we had an accumulated deficit of $186.5$1,081.4 million.

Our primary use of cash is to fund operating expenses, which consist primarily of research and development expenditures, and to a lesser extent, general and administrative expenditures. Cash used to fund operating expenses is impacted by the timing of when we pay these expenses, as reflected in the change in our outstanding accounts payable and accrued expenses.

We may also use cash on hand to repurchase 2027 Notes through open-market transactions, including through a Rule 10b5-1 trading plan to facilitate open-market repurchases, or otherwise, from time to time.

Under our license agreement with Pulmokine, as well as our other license and acquisition agreements, we have payment obligations that are contingent upon future events such as our achievement of specified development, regulatory and commercial milestones and are required to make royalty payments in connection with the sale of products developed under those agreements. As of March 31, 2023, we were unable to estimate the timing or likelihood of achieving the milestones or making future product sales. Other contractual obligations include future payments under our Credit Facility, 2027 Notes and existing operating leases.
From our inception through the three months ended March 31, 2019,2023, our operations have been financed primarily by gross proceeds of $601.3$1,062.1 million from the sale of our convertible preferred stock, issuance of convertible promissory notenotes, proceeds from our IPO, proceeds from our Credit Facility, proceeds from our concurrent underwritten public offerings of 2027 Notes and common stock, and proceeds from our IPO.private placement of common stock. As of March 31, 2019,2023 we had cash, cash equivalents and marketable securities of $481.2$201.9 million.

On February 12, 2019, we closed our IPO and the underwriters in the IPO purchased 19,837,500 shares, including the full exercise of their option to purchase additional shares of common stock. The net proceeds from the IPO were $291.3 million, after deducting underwriting discounts and commissions and estimated offering costs. In connection with the closing of the IPO, the outstanding shares of our convertible preferred stock were converted into shares of common stock at a ratio of 4.5-to-one. Cash in excess of immediate requirements is invested in accordance with our investment policy, primarily with a view to capital preservation and liquidity.

On May 2, 2019, we entered into a credit, guaranty and security agreement, as amended on September 18, 2019, July 2, 2020, December 7, 2022 and February 14, 2023 pursuant to which the lenders party thereto agreed to make term loans available to us for working capital and general business purposes, in a principal amount of up to $150.0 million in term loan commitments, including a $30.0 million term loan which was funded at the closing date, with the ability to access the remaining $120.0 million in threetwo additional tranches (of $40.0 million, $30.0 million and $50.0 million, respectively)(each $60.0 million), subject to specified availability periods, the achievement of
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certain clinical development milestones, minimum cash requirements and other customary conditions.

conditions, or the Credit Facility. As of March 31, 2023, no tranches under the Credit Facility were available to be drawn.

On April 10, 2020, we filed a registration statement on Form S-3, or the 2020 Shelf Registration Statement, covering the offering from time to time of common stock, preferred stock, debt securities, warrants and units, which registration statement became automatically effective on April 10, 2020.
On May 21, 2020, we issued $200.0 million aggregate principal amount 5.00% convertible senior notes due 2027 in a registered public offering. The interest rate on the 2027 Notes is fixed at 5.00% per annum. Interest is payable semi-annually in arrears on June 1 and December 1 of each year commencing on December 1, 2020. The total net proceeds from the 2027 Notes, after deducting the underwriting discounts and commissions and other offering costs, were approximately $193.6 million. Concurrent with the registered underwritten public offering of the 2027 Notes, we completed an underwritten public offering of 9,433,963 shares of our common stock. We received net proceeds of $117.1 million, after deducting underwriting discounts and commissions and other offering costs. Our concurrent offerings of 2027 Notes and common stock were registered pursuant to the 2020 Shelf Registration Statement.
On March 3, 2022, we filed a registration statement on Form S-3 covering the offering from time to time of common stock, preferred stock, debt securities, warrants and units, which registration statement became automatically effective on March 3, 2022.
On July 15, 2022, we completed a private placement of 16,649,365 shares of our common stock. The aggregate gross proceeds for the private placement were approximately $120.1 million, before deducting offering expenses. On August 9, 2022, we filed a registration statement on Form S-3 registering the resale of the shares of common stock issued in the private placement, which registration statement became automatically effective on August 9, 2022.
Additional information about our long-term borrowings is presented in Note 5 “Indebtedness” to the Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1, of this Form 10-Q, which is incorporated herein by this reference.
The following table shows a summary of our cash flows for each of the three months ended March 31, 20192023 and 2018,2022, respectively:

 

 

Three months ended March 31,

 

 

 

2019

 

 

2018

 

 

 

(in thousands)

 

Net cash used in operating activities

 

$

(27,774

)

 

$

(3,708

)

Net cash (used in) provided by investing activities

 

 

(198,142

)

 

 

10,665

 

Net cash provided by financing activities

 

 

291,344

 

 

 

71,904

 

Net increase in cash, cash equivalents and restricted cash

 

$

65,428

 

 

$

78,861

 

Three months ended March 31,
20232022
(in thousands)
Net cash used in operating activities$(52,989)$(53,483)
Net cash provided by investing activities8,722 8,420 
Net cash provided by (used in) financing activities(2,536)721 
Effect of exchange rate changes on cash and cash equivalents72 (154)
Net decrease in cash and cash equivalents$(46,731)$(44,496)

Operating activities

During the three months ended March 31, 2019,2023, operating activities used approximately $27.8$53.0 million of cash, primarily resulting from a net loss of $32.6$49.2 million reduced byand changes in processaccrued research and development expenses of $1.0 million, changes in

22


operating assets and liabilities of $0.5$4.1 million and stock-based compensation expense of $3.1 million. Net cash provided by changes in operating assets and liabilities consisted primarily of changes in accounts payable, accrued research and development expenses, and other assets of $6.3 million, offset by changes in prepaid expenses due to prepayments for clinical development activities and security deposits, accrued expenses and accrued compensation and benefits of $16.3$8.1 million, reduced by stock-based compensation expense of $8.1 million.

During the three months ended March 31, 2018,2022, operating activities used approximately $3.2$53.5 million of cash, primarily resulting from a net loss of $26.0 million, offset by IPR&D costs of $20.9$57.8 million and net changes in operating assetsaccrued compensation and liabilitiesbenefits of $0.8$5.8 million, reduced by stock-based compensation expense of $11.0 million.

Investing activities

During the three months ended March 31, 2019,2023, investing activities provided approximately $8.7 million of cash, primarily resulting from the maturities of marketable securities of $85.6 million, offset by the purchases of marketable securities of $76.9 million.
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During the three months ended March 31, 2022, investing activities provided approximately $8.4 million of cash, primarily resulting from the maturities of marketable securities of $46.0 million, offset by the purchases of marketable securities of $37.4 million.
Financing activities
During the three months ended March 31, 2023, financing activities used approximately $198.1$2.5 million of cash, primarily resulting from the principal repayments of long-term debt of $2.9 million, offset by proceeds from the purchase of shares pursuant to the ESPP of $0.4 million.
During the three months ended March 31, 2022, financing activities provided $0.7 million of cash, primarily resulting from the purchase of marketable securities of $222.3 million, purchase of long-term investments of $48.9 million,shares pursuant to the ESPP and the purchase of property and equipment of $0.3 million.

During the year ended March 31, 2018, investing activities used approximately $10.7 million of cash, primarily resulting from the upfront payment of $1.8 million in connection with the acquisition of a preclinical program, the acquisition of $12.9 million in cash from the purchase of research and development licenses, and the purchase of property and equipment of $0.5 million.

Financing activities

During the three months ended March 31, 2019, financing activities provided $291.3 million of cash, primarily resulting from the net proceeds from our IPO.

During the three months ended March 31, 2018, financing activities provided $71.9 million of cash, primarily resulting from the net proceeds from the issuanceexercise of our Series A convertible preferred stock.

stock options.

Funding requirements

Based on our current operating plan, we believe that our existing cash, cash equivalents and marketable securities, and access to our Credit Facility, will be sufficient to fund our operations through at least the next 12 months.months from the date these condensed consolidated financial statements were available to be issued. However, our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially. We have based this estimate on assumptions that may prove to be wrong, and we could use our capital resources sooner than we expect. Additionally, the process of testing product candidates in clinical trials is costly, and the timing of progress and expenses in these trials is uncertain.

Our future capital requirements will depend on many factors, including:

the type, number, scope, progress, expansions, results, costs and timing of, our preclinical studies and clinical trials of our product candidates which we are pursuing or may choose to pursue in the future;

the costs and timing of manufacturing for our product candidates;

the costs, timing and outcome of regulatory review of our product candidates;

the costs of obtaining, maintaining and enforcing our patents and other intellectual property rights;

our efforts to enhance operational systems and hire additional personnel to satisfy our obligations as a public company, including enhanced internal controls over financial reporting;

the costs associated with hiring additional personnel and consultants as our preclinical and clinical activities increase;

the timing and amount of the milestone or other payments we must make to the licensors and other third parties from whom we have in-licensed our acquired our product candidates;

the costs and timing of establishing or securing sales and marketing capabilities if any product candidate is approved;

our ability to achieve sufficient market acceptance, coverage and adequate reimbursement from third-party payors and adequate market share and revenue for any approved products;

the terms and timing of establishing and maintaining collaborations, licenses and other similar arrangements; and

costs associated with any products or technologies that we may in-license or acquire.

acquire; and
any delays and cost increases that result from the COVID-19 pandemic or other epidemic diseases.

23


Until such time as we can generate substantial product revenues to support our cost structure, if ever, we expect to finance our cash needs through equity offerings, our Credit Facility, debt financings or other capital sources, including potentially collaborations, licenses and other similar arrangements.

However, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders will be or could be diluted, and the terms of these securities may include liquidation or
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other preferences that adversely affect the rights of our common stockholders. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise funds through collaborations, licenses and other similar arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us and/or may reduce the value of our common stock. Our failure to raise capital or enter into such other arrangements when needed could have a negative impact on our financial condition and on our ability to pursue our business plans and strategies. If we are unable to raise additional capital when needed, we could be forced to delay, limit, reduce or terminate our product candidate development or future commercialization efforts or grant rights to develop and market our product candidates even if we would otherwise prefer to develop and market such product candidates ourselves.

Contractual Obligations and Commitments

Under our license agreements with Pulmokine and Aerpio, as well as our other license and acquisition agreements, we have payment obligations that are contingent upon future events such as our achievement of specified development, regulatory and commercial milestones and are required to make royalty payments in connection with the sale of products developed under those agreements. As of March 31, 2019, we were unable to estimate the timing or likelihood of achieving the milestones or making future product sales and, therefore, any related payments are not included in the table above.

We enter into contracts in the normal course of business with clinical trial sites and clinical supply manufacturers and with vendors for preclinical studies, research supplies and other services and products for operating purposes. These contracts generally provide for termination after a notice period, and, therefore, are cancelable contracts. During the three months ended March 31, 2019, there have been no material changes outside of the ordinary course of business in the composition of these contractual obligations or commitments as discussed in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contractual Obligations and Commitments” in our Annual Report on Form 10-K filed with the SEC on March 22, 2019.

Off-Balance Sheet Arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined under the rules and regulations of the SEC.

JOBS Act

As an emerging growth company under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, we can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of this exemption and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. We intend to rely on other exemptions provided by the JOBS Act, including without limitation, not being required to comply with the auditor attestation requirements of Section 404(b) of Sarbanes-Oxley.

We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of the consummation of our IPO, (ii) the last day of the fiscal year in which we have total annual gross revenue of at least $1.07 billion, (iii) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such year, or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of March 31, 2019,2023, there have been no material changes surrounding our market risk, including interest rate risk, foreign currency exchange risk, and inflation risk, from the discussion provided in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended December 31, 20182022 filed with the SEC on March 22, 2019.

17, 2023.

ITEM 4. CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic and current reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this quarterly report. Based on such evaluation, our principal executive officer and principal financial officer have concluded that as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the three months ended March 31, 20192023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

25

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Table of Contents
PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not currently subject to any material legal proceedings. From time to time, we may be involved in legal proceedings or subject to claims incident to the ordinary course of business. Regardless of the outcome, such proceedings or claims can have an adverse impact on us because of defense and settlement costs, diversion of resources and other factors, and there can be no assurances that favorable outcomes will be obtained.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously disclosed by us in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 20182022 filed with the SEC on March 22, 2019, other than17, 2023, except as follows:
We are dependent on the risk factor set forth below.

The termsservices of our credit facility place restrictionsmanagement and other clinical and scientific personnel, and if we are not able to retain these individuals or recruit additional management or clinical and scientific personnel, our business will suffer.

Our success depends in part on our operatingcontinued ability to attract, retain and financial flexibility.

On May 2, 2019, we entered into a credit, guarantymotivate highly qualified management, clinical and security agreement,scientific personnel. We are highly dependent upon our senior management, particularly our Chief Executive Officer, as well as our senior scientists and other members of our senior management team. The loss of services of any of these individuals could delay or prevent the successful development of seralutinib, initiation or completion of our planned clinical trials or the Credit Facility, agented by MidCap Financial Trust,commercialization of seralutinib. For example, effective November 16, 2020, Faheem Hasnain was appointed as our President and Chief Executive Officer, replacing Sheila Gujrathi, M.D., and in 2021, we appointed three new members to our executive team. Executive leadership transitions can be inherently difficult to manage and, as a result, we may experience disruption or MidCap, and the additional lenders party thereto from time to time, that is secured by substantially allhave difficulty in maintaining or developing our business. Although we have executed employment agreements or offer letters with each member of our senior management team, these agreements are terminable at will with or without notice and, our domestic subsidiaries’ personal property, including intellectual property. The outstanding principal balance under the credit facility was $30.0 million at the closing of the Credit Facility on May 2, 2019.

The credit facility includes affirmative and negative covenants applicable to us. The affirmative covenants include, among others, covenants requiring us to maintain our legal existence and governmental approvals, deliver certain financial reports, maintain insurance coverage, maintain property, pay taxes, satisfy certain requirements regarding accounts and comply with laws and regulations.  The negative covenants include, among others, restrictions on transferring collateral, incurring additional indebtedness, engaging in mergers or acquisitions, paying dividends or making other distributions, making investments, creating liens, amending material agreements and organizational documents, selling assets and suffering a change in control, in each case subject to certain exceptions.

The credit facility also includes events of default, the occurrence and continuation of which could cause interest to be charged at the rate that is otherwise applicable plus 3.0% and would provide MidCap, as agent, with the right to exercise remedies against us, and the collateral securing the credit facility, including foreclosure against our properties securing the credit facilities, including our cash.  These events of default include, among other things, our failure to pay any amounts due under the credit facility, a breach of covenants under the Credit Facility, our insolvency or the occurrence of insolvency events, the occurrence of a change in control, the occurrence of certain U.S. Food and Drug Administration and regulatory events, our failure to remain registered with the SEC and listed for trading on NASDAQ, the occurrence of a material adverse change, the occurrence of a default under a material agreement reasonably expected to result in a material adverse change, the occurrence of certain defaults under certain other indebtedness in an amount greater than $2,500,000 and the occurrence of certain defaults under subordinated indebtedness and convertible indebtedness. The occurrence of an event of default could significantly harm our business and prospects and could cause the price of our common stock to decline.

Our ability to make scheduled payments on or to refinance our indebtedness depends on our future performance and ability to raise additional sources of cash, which is subject to economic, financial, competitive and other factors beyond our control. Iftherefore, we are unable to generate sufficient cash to service our debt, we may be required to adopt one or more alternatives, such as selling assets, restructuring our debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. If we desire to refinance our indebtedness, our ability to do so will depend on the capital markets and our financial condition at such time. We may not be able to engage inretain their services as expected. We do not currently maintain “key person” life insurance on the lives of our executives or any of our employees. This lack of insurance means that we may not have adequate compensation for the loss of the services of these activitiesindividuals.

We will need to effectively manage our managerial, operational, financial and other resources in order to successfully pursue our clinical development and commercialization efforts. We may not be successful in maintaining our unique company culture and continuing to attract or engageretain qualified management and scientific and clinical personnel in these activitiesthe future due to the increasingly intense competition for qualified personnel among pharmaceutical, biotechnology and other businesses, particularly in the San Diego area. Our industry has experienced a high rate of turnover for all personnel in recent years. In addition, we recently executed an operational reorganization to focus on desirable terms,seralutinib that reduced our headcount by over twenty-five percent, which may expose us to unexpected liabilities beyond cash payments related primarily to one-time severance payments. This headcount reduction may also lead to increased attrition and could result inlead to reduced employee morale and problems retaining existing and recruiting future employees. To provide added incentives to retain and motivate key contributors, our board of directors recently approved a defaultstock option repricing. See Part II, Item 5 of this Quarterly Report on our debt obligations.Form 10-Q for information about the stock option repricing. If we are not able to attract, integrate, retain and motivate necessary personnel to accomplish our business objectives, we may experience constraints that will significantly impede the achievement of our development objectives, our ability to raise any additional debt financing, the terms of such additional debt could further restrictcapital and our operating and financial flexibility.

ability to implement our business strategy.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

During the quarter ended March 31, 2019, and prior to the completion of our IPO, options to purchase 11,111 shares of our common stock were exercised for aggregate consideration of approximately $29,000, at an exercise price of $2.61.

The stock options and the common stock issuable upon the exercise of such options as described were issued pursuant to written compensatory plans or arrangements with our employees and directors, in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 701 promulgated under the Securities Act or the exemption set forth in Section 4(a)(2) under the Securities Act and Rule 506 promulgated thereunder as a transaction not involving any public offering.

26


Use of Proceeds

On February 7, 2019, our registration statement on Form S-1 (File No. 333-228984) was declared effective by the SEC for our initial public offering. At the closing of the offering on February 12, 2019, we sold 19,837,500 shares of common stock, which included the exercise in full by the underwriters of their option to purchase 2,587,500 additional shares, at an initial public offering price of $16.00 per share and received gross proceeds of $317.4 million, which resulted in net proceeds to us of approximately $291.3 million, after deducting underwriting discounts and commissions of approximately $22.2 million and offering-related transaction costs of approximately $3.9 million. None of the expenses associated with the initial public offering were paid to directors, officers, persons owning ten percent or more of any class of equity securities, or to their associates, or to our affiliates. Merrill Lynch, Pierce, Fenner & Smith Incorporated, SVB Leerink LLC, Barclays Capital Inc. and Evercore Group L.L.C. acted as joint book-running managers for the offering.

There has been no material change in the planned use of proceeds from our initial public offering from that described in the final prospectus filed by us with the SEC on February 8, 2019.

None.
Issuer Repurchases of Equity Securities

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

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ITEM 5. OTHER INFORMATION

None.

Effective May 5, 2023, and in accordance with the terms of the 2019 Plan, the Board approved a stock option repricing (the “Option Repricing”) whereby the exercise price of each Eligible Option (as defined below) was immediately reduced to $1.36 per share, the closing stock price on May 5, 2023. For purposes of the Option Repricing, “Eligible Options” are all outstanding stock options as of May 5, 2023 (vested or unvested) granted under the 2019 Plan prior to November 30, 2022 and held by those eligible employees identified by the Board, including our executive officers identified in the table below. The Board and Faheem Hasnain, our Chairman and Chief Executive Officer, collectively determined that Mr. Hasnain would not participate in the Option Repricing.
The participation of our executive officers in the Option Repricing was subject to their agreement to cancel a portion of their Eligible Options, as indicated in the table below, effective immediately (the “Cancelled Options”). Each executive was required to agree to cancel one-third of their Eligible Options, on a grant-by-grant basis. The Cancelled Options were deducted proportionately from the vested and unvested portions of each Repriced Option grant.
To the extent an Eligible Option is exercised prior to the Premium End Date (as defined below), or the eligible employee’s employment terminates prior to the Premium End Date, the eligible employee will be required to pay the original exercise price per share of the Eligible Options. The “Premium End Date” means the earliest of (i) May 5, 2024, (ii) the date of a change in control, (iii) the eligible employee’s death or disability, or (iv) if an eligible employee is an executive subject to the cancellation of a portion of Eligible Options and is terminated under circumstances giving rise to severance under his or her employment agreement, the date of such termination. Except for the reduction in the exercise prices of the Eligible Options as described above, the Eligible Options will retain their existing terms and conditions as set forth in the 2019 Plan and the applicable award agreements.
The Board believes that the Option Repricing with the Premium End Date is in the best interests of the Company, as the amended stock options will provide added incentives to retain and motivate our key contributors, including the executive officers listed in the table below, without incurring the stock dilution resulting from significant additional equity grants to the eligible participants or significant additional cash expenditures resulting from additional cash compensation. In addition, in determining that the participation of the executive officers in the Option Repricing would be conditioned on the cancellation of 0.5 stock options for each Eligible Option retained by the executives, the Board considered that the Cancelled Options will be returned to the share reserve under the 2019 Plan and will be available for future issuance thereunder by us, resulting in an immediate reduction in dilution to us for the benefit of shareholders and ensuring we have sufficient shares to incentivize new and ongoing employees for the foreseeable future.
Information regarding the number of Cancelled Options and Eligible Options for each of our executive officers is provided in the table below.
Executive OfficerOriginal Number of Eligible OptionsOriginal Exercise Price Range of Eligible OptionsNumber of Cancelled OptionsNumber of Eligible Options Remaining Following Option Repricing
Bryan Giraudo,
Chief Operating Officer and Chief Financial Officer
721,500$9.79 – 22.10240,499481,001
Christian Waage,
Executive Vice President, Technical Operations and Administration
456,500$9.79 – 22.10152,166304,334
Richard Aranda, M.D.,
Chief Medical Officer
372,925$8.47 – 22.10124,307248,618
Caryn Peterson, Executive Vice President, Regulatory
346,425$8.49 – 22.10115,472230,953
Other Non-Executive Management Employees699,925$8.70 – 22.10233,304466,621
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The foregoing description of the Option Repricing and the cancellation of the Cancelled Options is qualified in its entirety by reference to the form of Option Repricing and Cancellation Agreement to be filed by us as an exhibit to our Quarterly Report on Form 10-Q for the fiscal quarter ending June 30, 2023.

ITEM 6. EXHIBITS

The exhibits filed or furnished as part of this Quarterly Report on Form 10-Q are set forth on the Exhibit Index, which Exhibit Index is incorporated herein by reference.

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31

EXHIBIT INDEX

Exhibit Number

 

Exhibit Description

 

Incorporated by Reference

 

Filed Herewith

 

 

 

 

Form

 

Date

 

Number

 

 

3.1

 

Amended and Restated Certificate of Incorporation.

 

8-K

 

2-12-2019

 

3.1

 

 

3.2

 

Amended and Restated Bylaws.

 

8-K

 

2-12-2019

 

3.2

 

 

4.1

 

Form of Common Stock Certificate.

 

S-1/A

 

1-23-2019

 

4.1

 

 

4.2

 

Amended and Restated Investors’ Rights Agreement, dated July 20, 2018, by and among the Registrant and certain of its stockholders.

 

S-1

 

1-21-2018

 

4.2

 

 

10.1

 

Credit, Guaranty and Security Agreement, dated May 2, 2019, by and among GB001, Inc., as Borrower, Gossamer Bio, Inc.,  as Guarantor, MidCap Financial Trust, as Agent and Lender, and the additional lenders from time to time party thereto.

 

8-K

 

5-3-2019

 

10.1

 

 

31.1

  

Certification of Chief Executive Officer of Gossamer Bio, Inc., as required by Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

X

31.2

  

Certification of Chief Financial Officer of Gossamer Bio, Inc., as required by Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

X

 32.1*

  

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

X

 32.2*

  

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

X

  101.INS

 

XBRL Report Instance Document

 

 

 

 

 

 

 

X

  101.SCH

 

XBRL Taxonomy Extension Schema Document

 

 

 

 

 

 

 

X

  101.CAL

 

XBRL Taxonomy Calculation Linkbase Document

 

 

 

 

 

 

 

X

  101.LAB

 

XBRL Taxonomy Label Linkbase Document

 

 

 

 

 

 

 

X

  101.PRE

 

XBRL Presentation Linkbase Document

 

 

 

 

 

 

 

X

  101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

Exhibit
Number
Exhibit DescriptionIncorporated by ReferenceFiled Herewith
FormDateNumber
3.18-K2/12/20193.1
3.210-Q5/12/20203.2
4.1S-1/A1/23/20194.1
4.2S-112/21/20184.2
4.38-K5/21/20204.1
4.48-K5/21/20204.2
4.58-K5/21/20204.3
10.110-K3/17/202310.7
10.210-K3/17/202310.24
31.1X
31.2X
32.1*X
32.2*X
101.INSXBRL Report Instance DocumentX
101.SCHXBRL Taxonomy Extension Schema DocumentX
101.CALXBRL Taxonomy Calculation Linkbase DocumentX
101.LABXBRL Taxonomy Label Linkbase DocumentX
101.PREXBRL Presentation Linkbase DocumentX
101.DEFXBRL Taxonomy Extension Definition Linkbase DocumentX

*

*This certification is deemed not filed for purpose of section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

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Table of ContentsSIGNATURES

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:
May 9, 2023By:/s/ Faheem Hasnain

Faheem Hasnain

GOSSAMER BIO, INC.

Date:

May 14, 2019

By:

/s/ Sheila Gujrathi

Sheila Gujrathi

President and Chief Executive Officer

(Principal Executive Officer)

Date:

May 14, 2019

9, 2023

By:

/s/ Bryan Giraudo

Bryan Giraudo

Chief Operating Officer and Chief Financial Officer

(Principal Financial and Accounting Officer)

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33