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 sub-ratings (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 = 6% 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
HIGH+117% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
Cash need
HIGH~4 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

2020-11-052026-08-08

Latest: 488.8M shares as of Aug 8, 2026 (10-Q).

⊙
EVIDENCE — filed/published fact
SourceSEC XBRL, cover-page share count
Fielddei:EntityCommonStockSharesOutstanding
As of2026-08-08
HowThe newest cover-page count as filed, whatever its age. The float checker applies a 200-day freshness rule and sets this beside the balance-sheet count.
Open the source document →

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
Warrant199.9Mnot tagged——
Purchase Warrants135.8M$0.34——
Prefunded Warrants33.4M$0.0001——
Private Placement32.5Mnot tagged——

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 13, 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: 519.5M = 488.8M 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 Notes$181.1M$18.9M$16.235%~11.2M sh
Convertible Senior Notes Due 2030not tagged$65.2Mnot tagged7.5%—

If every note above converted at its tagged price: ~11.2M new shares on 488.8M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed Aug 13, 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 outstanding488.8MAug 8, 2026
+ Warrant (if exercised)199.9MJun 30, 2026
+ Purchase Warrants (if exercised)135.8MJun 30, 2026
+ Prefunded Warrants (if exercised)33.4MJun 30, 2026
+ Private Placement (if exercised)32.5MJun 30, 2026
+ Two Thousand Twenty Seven Notes (if fully converted)11.2MJun 30, 2026
Fully diluted estimate901.5M+84.4% 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 →

Last 12 months: 2 executed · 1 registered.

EXECUTEDAug 21, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →
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 →

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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