Form SCHEDULE 13G Gossamer Bio, Inc. Filed by: DeepCurrents Investment Group LLC
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Gossamer Bio, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
06/04/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
DeepCurrents Investment Group LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
37,665,073.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person: (1) The figure in Item 6 represents shares of Common Stock, $0.0001 par value per share ("Common Stock") of Gossamer Bio, Inc. (the "Issuer") held by DCIG Capital Master Fund LP, a Delaware limited partnership (the "Fund").
(2) The figures in Items 8 and 9 include: (a) 27,646,139 shares of Common Stock held by the Fund, and (b) 10,018,934 shares of Common Stock held by a separately managed account. See Item 2 for more information.
(3) The figure in Item 11 included above is based upon 488,846,722 shares of Common Stock outstanding as of June 5, 2026, as disclosed on the Issuer's Schedule 14A filed with the U.S. Securities and Exchange Commission (the "SEC") on June 9, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
DCIG GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
27,646,139.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The figures in Items 6, 8, and 9 represent shares of Common Stock held by the Fund.
(2) The figure in Item 11 included above is based upon 488,846,722 shares of Common Stock outstanding as of June 5, 2026, as disclosed on the Issuer's Schedule 14A filed with the SEC on June 9, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
DCIG Capital Master Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
27,646,139.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The figure in Item 11 included above is based upon 488,846,722 shares of Common Stock outstanding as of June 5, 2026, as disclosed on the Issuer's Schedule 14A filed with the SEC on June 9, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Kai Zheng | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
37,665,073.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: (1) The figure in Items 6 represents shares of Common Stock held by the Fund.
(2) The figures in Items 8 and 9 includes: (a) 27,646,139 shares of Common Stock held by the Fund, and (b) 10,018,934 shares of Common Stock held by a separately managed account. See Item 2 for more information.
(3) The figure in Item 11 included above is based upon 488,846,722 shares of Common Stock outstanding as of June 5, 2026, as disclosed on the Issuer's Schedule 14A filed with the SEC on June 9, 2026.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Gossamer Bio, Inc. | |
| (b) | Address of issuer's principal executive offices:
3115 Merryfield Row Suite 120 San Diego, CA, 92121 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed jointly by and on behalf of each of DeepCurrents Investment Group, LLC, a Delaware limited liability company ("DeepCurrents"), DCIG Capital Master Fund LP, a Cayman Islands limited partnership (the "Fund"), DCIG GP LLC, a Delaware limited liability company ( "DeepCurrents GP"), and Kai Zheng (each, a "Reporting Person" and collectively, the "Reporting Persons"). DeepCurrents is the investment manager of, and may be deemed to indirectly beneficially own securities owned by, the Fund. DeepCurrents is also an investment adviser to a separately managed account of an advisory client (the "Managed Account") and may be deemed to beneficially own securities directly in the Managed Account, but DeepCurrents does not have any voting authority with respect to any securities in the Managed Account. DeepCurrents GP is the general partner of, and may be deemed to indirectly beneficially own securities owned by, the Fund. Mr. Zheng is the President and Managing Member of DeepCurrents and Managing Member of DeepCurrents GP, and may be deemed to indirectly beneficially own securities beneficially owned by DeepCurrents and DeepCurrents GP. The Fund and the Managed Account are the record and direct beneficial owners of the shares of Common Stock covered by this statement. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock held directly by the other Reporting Persons.
Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is 575 Fifth Avenue, 21st Floor, New York, NY 10017. | |
| (c) | Citizenship:
See Item 4 on the cover page(s) hereto. | |
| (d) | Title of class of securities:
Common Stock, $0.0001 par value per share | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Item 9 on the cover pages(s) hereto. | |
| (b) | Percent of class:
See Item 11 on the cover page(s) hereto. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See Item 5 on the cover pages hereto. | ||
| (ii) Shared power to vote or to direct the vote:
See Item 6 on the cover pages hereto. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Item 7 on the cover pages hereto. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Item 8 on the cover pages hereto. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
|
Exhibit Information
|
Exhibit 99.1 - Joint Filing Agreement (filed herewith). |
ATTACHMENTS / EXHIBITS