Dilution profile // every instrument, one screen, from SEC filings

Gossamer Bio, Inc. (GOSS)

CIK 1728117 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGHS-3ASR on file 2026-01-28
= is there a registration (S-1/S-3 family) on file without a later withdrawal
no structured fee data on the live registrations, so this is a yes/no, not a size
Overhead supply
LOWwarrants = 13% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW+4% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
Cash need
MEDIUM~7 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2020-08-062026-05-12

Latest: 234.7M shares as of May 12, 2026 (10-Q).

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool

Warrants

TrancheWarrantsExercise priceTermNotes
Warrant30.7Mnot tagged

Tranches exactly as the company dimensioned them in its 10-Q filed May 15, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 30.7M underlying shares, as reported Dec 31, 2025 (10-K).

Reported exercise price: $2.04 (aggregate figure as tagged; individual tranches vary).

Rough fully diluted estimate: 265.4M = 234.7M O/S + 30.7M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Two Thousand Twenty Seven Notesnot tagged$200.0M$16.235%

Notes exactly as the company dimensioned them in its 10-Q filed May 15, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding234.7MMay 12, 2026
+ Warrant (if exercised)30.7MMar 31, 2026
Fully diluted estimate265.4M+13.1% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

S-3ASRJan 28, 2026fee exhibit found but no total offering amount (fees deferred, typical for automatic shelves)filing →
S-3Aug 18, 2023no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 2 executed · 1 registered.

EXECUTEDJun 5, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EFFECTIVEMar 18, 2026SEC declared a registration effective — selling can beginEFFECT
REGISTEREDJan 28, 2026Automatic shelf registration — effective immediately (large filers)S-3ASR
EXECUTEDSep 25, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDMay 6, 2024Unregistered share sale disclosed (8-K item 3.02)8-K
UPDATEAug 28, 2023Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVEAug 28, 2023SEC declared a registration effective — selling can beginEFFECT
WITHDRAWNAug 18, 2023Registration withdrawnRW
REGISTEREDAug 18, 2023S-3 registration — capacity to sell shares, not a sale yetS-3
REGISTEREDAug 17, 2023Automatic shelf registration — effective immediately (large filers)S-3ASR
EXECUTEDJul 20, 2023Unregistered share sale disclosed (8-K item 3.02)8-K
REGISTEREDAug 9, 2022Automatic shelf registration — effective immediately (large filers)S-3ASR

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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