Gossamer Bio(GOSS) - 2025 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, equity, and cash flows, with detailed accounting notes Condensed Consolidated Balance Sheets This statement provides a snapshot of the company's assets, liabilities, and stockholders' equity at specific points in time Condensed Consolidated Balance Sheets | ASSETS (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :-------------- | :---------------- | | Cash and cash equivalents | $26,309 | $46,074 | | Marketable securities | $186,609 | $248,444 | | Receivable from contracts with collaborators | $7,579 | $5,338 | | Prepaid expenses and other current assets | $15,401 | $10,032 | | Total current assets | $235,898 | $309,888 | | Property and equipment, net | $76 | $10 | | Operating lease right-of-use assets | $4,568 | $5,111 | | Other assets | $383 | $283 | | Total assets | $240,925 | $315,292 | | LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | | | Accounts payable | $1,876 | $2,319 | | Accrued research and development expenses | $15,601 | $10,455 | | Current contract liabilities | $23,472 | $17,050 | | Accrued expenses and other current liabilities | $12,645 | $15,186 | | Total current liabilities | $53,594 | $45,010 | | Long-term convertible senior notes | $198,009 | $197,523 | | Operating lease liabilities - long-term | $3,934 | $4,398 | | Long-term contract liabilities | $31,495 | $38,869 | | Total liabilities | $287,032 | $285,800 | | Common stock | $23 | $23 | | Additional paid-in capital | $1,302,437 | $1,296,848 | | Accumulated deficit | $(1,343,479) | $(1,268,568) | | Accumulated other comprehensive income (loss) | $(5,088) | $1,189 | | Total stockholders' equity (deficit) | $(46,107) | $29,492 | | Total liabilities and stockholders' equity | $240,925 | $315,292 | * Cash and cash equivalents decreased from $46,074 thousand as of December 31, 2024, to $26,309 thousand as of June 30, 2025[10] * Total stockholders' equity (deficit) shifted from a positive $29,492 thousand as of December 31, 2024, to a deficit of $(46,107) thousand as of June 30, 2025[10] Condensed Consolidated Statements of Operations and Comprehensive Loss This statement details the company's revenues, expenses, and net income or loss over specific reporting periods Condensed Consolidated Statements of Operations and Comprehensive Loss | (in thousands, except share and per share amounts) | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue from sale of licenses | $— | $88,751 | $— | $88,751 | | Revenue from contracts with collaborators | $11,489 | $7,091 | $21,378 | $7,091 | | Total revenue | $11,489 | $95,842 | $21,378 | $95,842 | | Research and development | $41,575 | $35,086 | $79,616 | $67,478 | | General and administrative | $8,679 | $8,669 | $17,337 | $18,236 | | Total operating expenses | $50,254 | $43,755 | $96,953 | $85,714 | | Income (loss) from operations | $(38,765) | $52,087 | $(75,575) | $10,128 | | Interest income | $542 | $1,749 | $836 | $2,093 | | Interest expense | $(2,744) | $(2,916) | $(5,490) | $(6,045) | | Other income, net | $2,694 | $2,747 | $5,318 | $5,563 | | Total other income, net | $492 | $1,580 | $664 | $1,611 | | Income (loss) before provision for income taxes | $(38,273) | $53,667 | $(74,911) | $11,739 | | Provision for income taxes | $— | $4,435 | $— | $4,435 | | Net income (loss) | $(38,273) | $49,232 | $(74,911) | $7,304 | | Foreign currency translation | $(4,195) | $135 | $(6,098) | $16 | | Unrealized loss on marketable securities | $(69) | $(25) | $(179) | $(184) | | Other comprehensive income (loss) | $(4,264) | $110 | $(6,277) | $(168) | | Comprehensive income (loss) | $(42,537) | $49,342 | $(81,188) | $7,136 | | Net income (loss) per share, basic | $(0.17) | $0.22 | $(0.33) | $0.03 | | Net income (loss) per share, diluted | $(0.17) | $0.22 | $(0.33) | $0.03 | | Weighted average common shares outstanding, basic | 227,275,466 | 226,221,202 | 227,048,022 | 225,978,219 | | Weighted average common shares outstanding, diluted | 227,275,466 | 238,543,102 | 227,048,022 | 225,978,219 | * Total revenue for the three months ended June 30, 2025, was $11,489 thousand, a significant decrease from $95,842 thousand for the same period in 2024, primarily due to the absence of revenue from the sale of licenses in 2025[13] * The Company reported a net loss of $(38,273) thousand for the three months ended June 30, 2025, compared to a net income of $49,232 thousand for the three months ended June 30, 2024[13] * For the six months ended June 30, 2025, the net loss was $(74,911) thousand, a substantial change from the net income of $7,304 thousand for the six months ended June 30, 2024[13] Condensed Consolidated Statements of Stockholders' Equity (Deficit) This statement tracks changes in the company's equity accounts, including common stock, additional paid-in capital, and accumulated deficit Condensed Consolidated Statements of Stockholders' Equity (Deficit) | (in thousands, except share amounts) | Common stock Shares | Common stock Amount | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income (loss) | Total stockholders' equity (deficit) | | :----------------------------------- | :------------------ | :------------------ | :------------------------- | :------------------ | :-------------------------------------------- | :----------------------------------- | | Balance as of December 31, 2024 | 226,604,138 | $23 | $1,296,848 | $(1,268,568) | $1,189 | $29,492 | | Exercise of stock options | 112,617 | $— | $132 | $— | $— | $132 | | Stock-based compensation | — | $— | $2,405 | $— | $— | $2,405 | | Issuance of common stock pursuant to Employee Stock Purchase Plan | 504,507 | $— | $372 | $— | $— | $372 | | Net loss | — | $— | $— | $(36,638) | $— | $(36,638) | | Other comprehensive loss | — | $— | $— | $— | $(2,013) | $(2,013) | | Balance as of March 31, 2025 | 227,221,262 | $23 | $1,299,757 | $(1,305,206) | $(824) | $(6,250) | | Exercise of stock options | 101,266 | $— | $94 | $— | $— | $94 | | Stock-based compensation | — | $— | $2,586 | $— | $— | $2,586 | | Net loss | — | $— | $— | $(38,273) | $— | $(38,273) | | Other comprehensive loss | — | $— | $— | $— | $(4,264) | $(4,264) | | Balance as of June 30, 2025 | 227,322,528 | $23 | $1,302,437 | $(1,343,479) | $(5,088) | $(46,107) | * The accumulated deficit increased from $(1,268,568) thousand as of December 31, 2024, to $(1,343,479) thousand as of June 30, 2025, reflecting ongoing net losses[16] * Total stockholders' equity (deficit) decreased significantly from $29,492 thousand at December 31, 2024, to a deficit of $(46,107) thousand at June 30, 2025[16] Condensed Consolidated Statements of Cash Flows This statement categorizes cash inflows and outflows from operating, investing, and financing activities over a period Condensed Consolidated Statements of Cash Flows | (in thousands) | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :---------------------------------------------------------------- | :----------------------------- | :----------------------------- | | Cash flows from operating activities | | | | Net income (loss) | $(74,911) | $7,304 | | Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | | | | Depreciation and amortization expense | $12 | $509 | | Stock-based compensation expense | $4,991 | $10,812 | | Amortization of operating lease right-of-use assets | $543 | $1,469 | | Amortization of long-term debt discount and issuance costs | $486 | $614 | | Amortization of premium on marketable securities, net of accretion of discounts | $(4,611) | $(6,040) | | Loss on disposal of property and equipment | $— | $316 | | Changes in operating assets and liabilities: | | | | Receivable from contracts with collaborators | $(2,241) | $(3,629) | | Prepaid expenses and other current assets | $(5,369) | $(2,692) | | Other assets | $(100) | $559 | | Operating lease liabilities | $(534) | $(1,620) | | Accounts payable | $(6,774) | $(4,441) | | Accrued expenses and other current liabilities | $363 | $(6,282) | | Accrued research and development expenses | $5,146 | $3,082 | | Accrued compensation and benefits | $(2,834) | $(2,476) | | Contract liabilities | $(952) | $66,696 | | Accrued interest expense | $— | $(135) | | Net cash provided (used) in operating activities | $(86,785) | $64,046 | | Cash flows from investing activities | | | | Purchase of marketable securities | $(176,533) | $(279,739) | | Maturities of marketable securities | $242,800 | $282,300 | | Purchase of property and equipment | $(79) | $— | | Net cash provided by investing activities | $66,188 | $2,561 | | Cash flows from financing activities | | | | Proceeds from issuance of common stock pursuant to Employee Stock Purchase Plan | $372 | $348 | | Proceeds from the exercise of stock options | $226 | $— | | Proceeds from grant of equity option pursuant to Chiesi Collaboration Agreement | $— | $464 | | Principal repayments of long-term debt | $— | $(12,581) | | Net cash provided by (used in) financing activities | $598 | $(11,769) | | Effect of exchange rate changes on cash and cash equivalents | $234 | $(70) | | Net increase (decrease) in cash and cash equivalents | $(19,765) | $54,768 | | Cash and cash equivalents, at the beginning of the period | $46,074 | $32,109 | | Cash and cash equivalents, at the end of the period | $26,309 | $86,877 | * Net cash used in operating activities for the six months ended June 30, 2025, was $(86,785) thousand, a significant change from $64,046 thousand provided in the same period of 2024[19] * Net cash provided by investing activities increased to $66,188 thousand for the six months ended June 30, 2025, from $2,561 thousand in the prior year period[19] * Cash and cash equivalents at the end of the period decreased by $19,765 thousand, resulting in a balance of $26,309 thousand as of June 30, 2025[19] Notes to Unaudited Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures for the unaudited condensed consolidated financial statements, offering context to the financial figures presented Note 1 - Description of Business This note outlines the company's core business, its focus on seralutinib for pulmonary hypertension, and its financial position * Gossamer Bio, Inc. is a late-stage, clinical biopharmaceutical company focused on developing and commercializing seralutinib for pulmonary hypertension (PH), including pulmonary arterial hypertension (PAH) and PH associated with interstitial lung disease (PH-ILD)[21] * As of June 30, 2025, the Company had an accumulated deficit of $1,343.5 million[23] * The Company expects to continue incurring significant operating losses and will need to raise additional capital, though management believes current working capital is sufficient for the next 12 months[24] Note 2 - Summary of Significant Accounting Policies This note details the accounting principles and significant estimates used in preparing the financial statements * The unaudited condensed consolidated financial statements are prepared in accordance with GAAP for interim financial information and SEC instructions on Form 10-Q[25] * Management's significant estimates include accrued research and development expenses, stand-alone selling price of performance obligations, and estimated collaboration expenses[26] * Revenue is recognized when a customer obtains control of promised goods or services, following a five-step model that requires judgment in determining standalone selling prices and evaluating variable consideration[29][30] * Chiesi was the Company's principal customer during the six months ended June 30, 2025, accounting for 100% of its revenue and accounts receivable balance[36] Note 3 - Balance Sheet Accounts and Supplemental Disclosures This note provides additional details and breakdowns for specific balance sheet accounts and related disclosures Accrued Expenses and Other Current Liabilities (in thousands) | Category | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :--------------------------------- | :----------------------------- | :----------------------------- | | Accrued compensation and benefits | $9,161 | $11,995 | | Operating lease liabilities, short-term | $890 | $961 | | Accrued consulting fees | $1,002 | $841 | | Accrued interest | $833 | $833 | | Accrued legal fees | $14 | $65 | | Accrued accounting fees | $162 | $180 | | Accrued other | $583 | $311 | | Total | $12,645 | $15,186 | Note 4 - Fair Value Measurements and Available for Sale Investments This note describes the valuation methodologies for financial instruments and details available-for-sale investments * The Company classifies its cash equivalents and available-for-sale investments within Level 1 or Level 2 of the fair value hierarchy[46] Fair Value of Financial Instruments (in thousands) | Asset Type | Total Fair Value (in thousands) | Level 1 (in thousands) | Level 2 (in thousands) | | :----------------------------- | :------------------------------ | :--------------------- | :--------------------- | | Money market funds | $22,829 | $22,829 | $— | | U.S. Treasury and agency securities | $41,466 | $41,466 | $— | | Commercial paper | $104,315 | $— | $104,315 | | Corporate debt securities | $40,828 | $— | $40,828 | * The fair value of the Company's 2027 Notes was $105.0 million as of June 30, 2025, and $110.0 million as of December 31, 2024, classified as Level 2[50] * All available-for-sale debt securities, totaling $186,609 thousand as of June 30, 2025, have contractual maturities of less than one year[53] Note 5 - Indebtedness This note details the company's debt obligations, including convertible senior notes and terminated credit facilities * The Credit Facility with MidCap Financial Trust was terminated on May 3, 2024, with a $7.7 million payment of the outstanding debt balance[55] * The Company issued $200.0 million aggregate principal amount of 5.00% convertible senior notes due 2027 on May 21, 2020, maturing June 1, 2027[56] 2027 Convertible Senior Notes (in thousands) | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------- | :----------------------------- | :----------------------------- | | Principal amount | $200,000 | $200,000 | | Unamortized debt discount | $(1,865) | $(2,321) | | Unamortized debt issuance cost | $(126) | $(156) | | Net carrying amount | $198,009 | $197,523 | * Total interest expense related to the 2027 Notes for the six months ended June 30, 2025, was $5,486 thousand, including contractual interest and amortization of debt discount and issuance costs[64] Note 6 - Licenses, Asset Acquisitions and Contingent Consideration This note outlines the company's licensing agreements, asset acquisitions, and potential future contingent payments * The Company holds an exclusive worldwide license from Pulmokine, Inc. for seralutinib, with obligations for future development, regulatory, and sales milestone payments totaling up to $283.0 million, plus tiered royalties[67] * Milestone payments made include $5.5 million upfront (Oct 2017), $5.0 million for Phase 2 initiation (Jan 2021), and $10.0 million for Phase 3 initiation (Jan 2024, accrued in 2023)[68] * As of June 30, 2025, no other milestones had been accrued as the underlying contingencies had not yet been met[68] Note 7 - Stockholders' Equity This note provides details on the company's equity structure, including stock options and the Chiesi Equity Option * On May 3, 2024, the Company granted Chiesi an Equity Option to purchase common stock, allowing Chiesi's beneficial ownership not to exceed 9.9% of outstanding shares, with a purchase price of 107.5% of the 30-trading day VWAP, but no less than $1.63 per share[70] * The Equity Option was valued at $0.5 million and is included in additional paid-in capital[70] Note 8 - Equity Incentive Plans This note describes the company's various equity incentive plans and stock-based compensation expenses * As of June 30, 2025, 2,691,904 shares were available for issuance under the 2023 Inducement Plan, and 12,378,782 shares were available under the 2019 Plan (which was amended in 2025 to increase authorized shares by 11,350,000)[72][73] * The 2019 Employee Stock Purchase Plan (ESPP) had 6,307,346 shares available for issuance as of June 30, 2025, with 504,507 shares issued during the six months ended June 30, 2025[74] Stock Option Activity | Metric | Value | | :---------------------------------- | :---------------- | | Outstanding as of December 31, 2024 | 34,416,337 | | Options granted | 15,038,174 | | Options exercised | (213,883) | | Options forfeited/cancelled | (967,677) | | Outstanding as of June 30, 2025 | 48,272,951 | | Weighted Average Exercise Price (June 30, 2025) | $1.70 | | Aggregate Intrinsic Value (June 30, 2025) | $6,729k | Stock-Based Compensation Expense (in thousands) | Period | Research and development (in thousands) | General and administrative (in thousands) | Total (in thousands) | | :-------------------------------- | :-------------------------------------- | :-------------------------------------- | :------------------- | | Three months ended June 30, 2025 | $1,328 | $1,258 | $2,586 | | Three months ended June 30, 2024 | $2,495 | $2,506 | $5,001 | | Six months ended June 30, 2025 | $2,466 | $2,525 | $4,991 | | Six months ended June 30, 2024 | $5,423 | $5,389 | $10,812 | Note 9 - Commitments and Contingencies This note discloses the company's contractual obligations, including operating leases and potential legal contingencies * On July 9, 2024, the Company entered into a 63-month lease for new office space, commencing August 1, 2024, with a base rent of $109,605 per month (effective October 1, 2024) subject to annual 3% increases[85] Lease Costs (in thousands) | Period | Operating Lease Cost (in thousands) | Short-term Lease Cost (in thousands) | Total Lease Cost (in thousands) | | :-------------------------------- | :---------------------------------- | :--------------------------------- | :-------------------------- | | Three months ended June 30, 2025 | $359 | $5 | $364 | | Three months ended June 30, 2024 | $779 | $7 | $786 | | Six months ended June 30, 2025 | $851 | $11 | $862 | | Six months ended June 30, 2024 | $1,557 | $21 | $1,578 | Future Undiscounted Operating Lease Payments (in thousands) | Year ending December 31 | Undiscounted Rent Payments (in thousands) | | :---------------------- | :--------------------------------------- | | 2025 (remaining 6 months) | $708 | | 2026 | $1,417 | | 2027 | $1,406 | | 2028 | $1,448 | | 2029 | $1,237 | | Total Undiscounted Rent Payments | $6,216 | | Present value discount | $(1,392) | | Present Value of Lease Payments | $4,824 | Note 10 - Significant Agreements and Contracts This note details major collaboration agreements, particularly the global partnership with Chiesi for seralutinib * On May 3, 2024, the Company entered into a global collaboration and license agreement with Chiesi for the development and commercialization of seralutinib for PAH and PH-ILD, granting Chiesi exclusive worldwide licenses[89][90] * Under the agreement, Chiesi paid an upfront, nonrefundable payment of $160 million, and the Company is eligible for up to $146 million in regulatory milestones and $180 million in sales milestones, with equal sharing of U.S. commercial profits/losses and mid-to-high teens percentage royalties on ROW net sales[93] Contract Liabilities Related to Chiesi Collaboration Agreement (in thousands) | Metric | 2025 (in thousands) | 2024 (in thousands) | | :------------------------------------------------------------------------------------------------ | :------------------ | :------------------ | | Balance, December 31 | $55,919 | $— | | Payments received in advance | $— | $159,536 | | Revenue from sale of US license | $— | $(76,686) | | Revenue from sale of ROW license | $— | $(12,050) | | Revenue from PAH R&D service performance obligations satisfied during reporting period | $(6,144) | $(3,398) | | Revenue from PH-ILD R&D service performance obligations satisfied during reporting period | $(1,133) | $(60) | | Effect of exchange rate changes on contract liabilities | $6,325 | $(646) | | Balance, June 30 | $54,967 | $66,696 | * As of June 30, 2025, the contract liability of $55.0 million related to the Chiesi Collaboration Agreement is expected to be recognized over 3.5 years, with $23.5 million classified as current and $31.5 million as long-term[102] Note 11 - Segment Reporting This note clarifies that the company operates as a single segment, with all revenue from the Chiesi Collaboration Agreement * The Company operates as a single operating segment, with all revenue derived from the Chiesi Collaboration Agreement and wholly attributable to the United States[105] Segment Net Loss (in thousands) | Metric | Six months ended June 30, 2025 (in thousands) | Six months ended June 30, 2024 (in thousands) | | :---------------------- | :------------------------------------------ | :------------------------------------------ | | Total revenue | $21,378 | $95,842 | | Less: Seralutinib R&D | $79,616 | $62,343 | | Less: Other segment items | $17,337 | $23,371 | | Interest income | $(836) | $(2,093) | | Interest expense | $5,490 | $6,045 | | Other income, net | $(5,318) | $(5,563) | | Segment net loss | $(74,911) | $7,304 | Note 12 - Income Taxes This note explains the company's income tax provisions, effective tax rates, and valuation allowances * The annual effective tax rate from continuing operations was 0% for the three and six months ended June 30, 2025, due to a full valuation allowance, compared to 7.6% and 4.1% for the respective periods in 2024[107] * No provision for income taxes was recorded for the three and six months ended June 30, 2025, while a $4.4 million provision was recorded for the same periods in 2024[107][140] Note 13 - Subsequent Events This note confirms the evaluation of events occurring after the reporting period, with no material impacts identified * The Company evaluated all subsequent events and transactions through the filing date and found no material events that impacted the condensed consolidated financial statements or disclosures[108] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section provides management's perspective on the Company's financial condition and results of operations, highlighting key financial performance metrics, liquidity, capital resources, and future funding requirements Forward-Looking Statements This section cautions readers about forward-looking statements, highlighting inherent risks and uncertainties * This report contains forward-looking statements regarding future results, financial position, business strategies, R&D plans, regulatory approvals, and commercialization timing for seralutinib[110] * These statements involve known and unknown risks, uncertainties, and other important factors that may cause actual results to differ materially, as described in the 'Risk Factors' section[110][111] * The Company does not plan to publicly update or revise any forward-looking statements unless required by applicable law[111] Overview This section provides a high-level summary of the company's business, strategic partnerships, and financial performance * Gossamer Bio is a late-stage clinical biopharmaceutical company focused on developing seralutinib for pulmonary hypertension (PH), with topline data from the Phase 3 PROSERA Study in PAH expected in February 2026[112] * The Company entered a strategic global partnership with Chiesi in May 2024 for seralutinib development and commercialization[112][116] * As of June 30, 2025, the Company had $212.9 million in cash, cash equivalents, and marketable securities, but incurred a net loss of $74.9 million for the six months ended June 30, 2025, contributing to an accumulated deficit of $1,343.5 million[114][115] * Future cash needs are expected to be financed through equity offerings, debt financings, or collaborations, as product sales revenue is not anticipated until regulatory approval[117] Components of Results of Operations This section explains the key drivers of revenue and expenses, including R&D, G&A, and other income/expense items * All revenue to date has been generated from the Chiesi Collaboration Agreement, comprising a one-time development cost reimbursement for licenses and ongoing cost-sharing payments for R&D services[118] * Research and development expenses, primarily for seralutinib's preclinical and clinical development, are recognized as incurred and are expected to continue for the foreseeable future[120][122][123][124] * General and administrative expenses, consisting mainly of salaries, employee-related costs, and professional fees, are expected to continue to support the Company's infrastructure and public company operations[125][126] * Other income (expense), net, includes interest income, investment accretion, interest expense related to the Credit Facility (prior to termination) and 2027 Notes, research and development tax credit, and other miscellaneous items[127] Results of Operations – Comparison of the Three and Six Months Ended June 30, 2025 and 2024 This section analyzes the financial performance for the current and prior periods, focusing on revenue, expenses, and net income/loss Results of Operations (in thousands) | Metric | Three months ended June 30, 2025 (in thousands) | Three months ended June 30, 2024 (in thousands) | Six months ended June 30, 2025 (in thousands) | Six months ended June 30, 2024 (in thousands) | | :-------------------------------- | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Total Revenue | $11,489 | $95,842 | $21,378 | $95,842 | | Research and development expenses | $41,575 | $35,086 | $79,616 | $67,478 | | General and administrative expenses | $8,679 | $8,669 | $17,337 | $18,236 | | Other income, net | $492 | $1,580 | $664 | $1,611 | | Net Income (loss) | $(38,273) | $49,232 | $(74,911) | $7,304 | * Total revenue decreased by $84.4 million for the three months and $74.5 million for the six months ended June 30, 2025, compared to 2024, primarily due to the absence of revenue from the sale of licenses in 2025[130][131][132] * Research and development expenses increased by $6.5 million for the three months and $12.1 million for the six months ended June 30, 2025, mainly driven by increased costs for seralutinib preclinical and clinical trials[133][134] * Net income shifted to a net loss of $(38.3) million for the three months and $(74.9) million for the six months ended June 30, 2025, from net income in the prior year periods, reflecting the revenue decrease and increased R&D expenses[130] Liquidity and Capital Resources This section discusses the company's cash position, funding sources, and future capital requirements to sustain operations * The Company has incurred substantial operating losses since inception, resulting in an accumulated deficit of $1,343.5 million as of June 30, 2025[141] * Operations have been financed primarily by proceeds from equity financings ($1,393.2 million), 2027 Notes, and the Chiesi Collaboration Agreement ($160.0 million upfront payment and $19.8 million in reimbursements as of June 30, 2025)[144][146][147][148][149] Cash Flow Summary (in thousands) | Activity | Six months ended June 30, 2025 (in thousands) | Six months ended June 30, 2024 (in thousands) | | :------------------------------------------ | :------------------------------------------ | :------------------------------------------ | | Net cash provided by (used in) operating activities | $(86,785) | $64,046 | | Net cash provided by investing activities | $66,188 | $2,561 | | Net cash provided by (used in) financing activities | $598 | $(11,769) | | Effect of exchange rate changes | $234 | $(70) | | Net increase (decrease) in cash and cash equivalents | $(19,765) | $54,768 | * Management believes existing cash, cash equivalents, and marketable securities ($212.9 million as of June 30, 2025) will be sufficient to fund operations through at least the next 12 months[144][158] * Future capital requirements are dependent on R&D costs, clinical trial progress, manufacturing, regulatory review, intellectual property, and commercialization efforts, necessitating additional capital through equity, debt, or collaborations[159][160][161][164] PART II. OTHER INFORMATION ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK This section states that there have been no material changes to the Company's market risk disclosures, including interest rate risk, foreign currency exchange risk, and inflation risk, since the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 * There have been no material changes to the Company's market risk, including interest rate risk, foreign currency exchange risk, and inflation risk, from the discussion provided in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024[162] ITEM 4. CONTROLS AND PROCEDURES Management, including the principal executive and financial officers, concluded that the Company's disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2025. There have been no material changes in internal control over financial reporting during the quarter * Management, with the participation of the principal executive officer and principal financial officer, concluded that the Company's disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2025[166] * There have been no changes in the Company's internal control over financial reporting during the three months ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting[167] ITEM 1. LEGAL PROCEEDINGS The Company is not currently subject to any material legal proceedings, though it may be involved in claims incident to the ordinary course of business, which could adversely impact the company regardless of outcome * The Company is not currently subject to any material legal proceedings[169] * From time to time, the Company may be involved in legal proceedings or subject to claims incident to the ordinary course of business, which could have an adverse impact due to defense and settlement costs, diversion of resources, and other factors[169] ITEM 1A. RISK FACTORS This section highlights that there have been no material changes to previously disclosed risk factors, except for new legislative and healthcare reform measures that may increase the difficulty and cost of obtaining marketing approval and commercializing seralutinib, potentially affecting pricing and reimbursement * There have been no material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, except as set forth in this report[170] * Recently enacted legislation, future legislation, and healthcare reform measures may increase the difficulty and cost for the Company to obtain marketing approval for and commercialize seralutinib, potentially affecting prices and reimbursement[171][175][178] * Heightened governmental scrutiny in the United States of pharmaceutical pricing practices and state-level legislation designed to control pricing could negatively impact the Company's business, results of operations, financial condition, and prospects[175][180] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS This section indicates that there were no unregistered sales of equity securities and no issuer repurchases of equity securities during the reporting period * There were no unregistered sales of equity securities during the period[182] * There were no issuer repurchases of equity securities during the period[183] ITEM 3. DEFAULTS UPON SENIOR SECURITIES This item is not applicable to the Company for the reporting period * This item is not applicable[184] ITEM 4. MINE SAFETY DISCLOSURES This item is not applicable to the Company for the reporting period * This item is not applicable[186] ITEM 5. OTHER INFORMATION During the three months ended June 30, 2025, none of the Company's officers or directors adopted or terminated any Rule 10b5-1 trading plans * During the three months ended June 30, 2025, none of the Company's officers or directors adopted or terminated any contract, instruction, or written plan for the purchase or sale of its securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)[187] ITEM 6. EXHIBITS This section provides an index of exhibits filed or furnished as part of this Quarterly Report on Form 10-Q, including organizational documents, debt instruments, equity incentive plans, and certifications * The Exhibit Index includes organizational documents (Amended and Restated Certificate of Incorporation, Bylaws), debt instruments (Indenture for 2027 Notes), equity incentive plans (2019 Incentive Award Plan), and various certifications (CEO, CFO, XBRL)[189] SIGNATURES This section contains the duly authorized signatures of the Registrant's President and Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer and Chief Operating Officer (Principal Financial and Accounting Officer), certifying the report on behalf of Gossamer Bio, Inc * The report is signed by Faheem Hasnain, President and Chief Executive Officer (Principal Executive Officer), and Bryan Giraudo, Chief Financial Officer and Chief Operating Officer (Principal Financial and Accounting Officer), on August 5, 2025[193][194]