S-1MEF 1 d704785ds1mef.htm S-1MEF S-1MEF

As filed with the Securities and Exchange Commission on February 7, 2019

Registration No. 333-                

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

 

Gossamer Bio, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   2834   47-5461709
(State or Other Jurisdiction of
Incorporation or Organization)		   (Primary Standard Industrial
Classification Code Number)		   (I.R.S. Employer
Identification Number)

3013 Science Park Road, Suite 200

San Diego, California 92121

(858) 684-1300

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

Sheila Gujrathi, M.D.

President and Chief Executive Officer

3013 Science Park Road, Suite 200

San Diego, California 92121

(858) 684-1300

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

 

 

Copies to:

 

Matthew T. Bush

Cheston J. Larson

Kevin C. Reyes

Latham & Watkins LLP

12670 High Bluff Drive

San Diego, California 92130

(858) 523-5400

  

Christian Waage

Executive Vice President

and General Counsel

Gossamer Bio, Inc.

3013 Science Park Road, Suite 200

San Diego, California 92121

(858) 684-1300

  

Charles S. Kim

Sean M. Clayton

David Peinsipp

Kristin VanderPas

Cooley LLP

4401 Eastgate Mall

San Diego, California 92121

(858) 550-6000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ (File No. 333-228984)

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definition 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   ☒

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to be Registered

  

Amount

to be
Registered(1)

   Proposed
Maximum
Offering Price
Per Share		  

Proposed
Maximum
Aggregate

Offering Price(2)

  

Amount of

Registration Fee(2)(3)

Common stock, $0.0001 par value per share

   3,306,250   $16.00   $52,900,000   $6,411.48

 

 

(1)

Represents only the additional number of shares being registered and includes 431,250 additional shares of common stock that the underwriters have the option to purchase. This does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-228984) (“Prior Registration Statement”).

(2)

Calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended.

(3)

The Registrant previously registered 16,531,250 shares of its common stock with an aggregate offering price not to exceed $264,500,000 on the Prior Registration Statement, which was declared effective by the Securities and Exchange Commission on February 7, 2019. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $52,900,000 are hereby registered, which includes shares that the underwriters have the option to purchase.

 

 

The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.

 

 

 

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This Registration Statement on Form S-1 (this “Registration Statement”) is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the sole purpose of increasing the aggregate number of shares of common stock offered by Gossamer Bio, Inc. (the “Registrant”) by 3,306,250 shares, 431,250 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of the Registrant’s common stock. The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Registration Statement on Form S-1, as amended (File No. 333-228984) (the “Prior Registration Statement”). The information set forth in the Prior Registration Statement and all exhibits thereto are hereby incorporated by reference in this filing.

The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in San Diego, State of California, on this 7th day of February, 2019.

 

GOSSAMER BIO, INC.
By:   /s/ Sheila Gujrathi
 

Sheila Gujrathi, M.D.

President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities held on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Sheila Gujrathi

Sheila Gujrathi, M.D.

   

President, Chief Executive Officer and Director

(principal executive officer)

   February 7, 2019

/s/ Bryan Giraudo

Bryan Giraudo

   

Chief Financial Officer

(principal financial and accounting officer)

   February 7, 2019

*

Faheem Hasnain

    Executive Chairman of the Board of Directors   February 7, 2019

*

Joshua H. Bilenker, M.D.

    Director   February 7, 2019

*

Kristina Burow

    Director   February 7, 2019

*

Russell Cox

    Director   February 7, 2019

*

Thomas Daniel, M.D.

    Director   February 7, 2019

*

Renée Galá

    Director   February 7, 2019

*

Otello Stampacchia, Ph.D.

    Director   February 7, 2019

 

*By:   /s/ Sheila Gujrathi
 

Sheila Gujrathi, M.D.

Attorney-in-fact