Gossamer Bio, Inc.GOSS

Gossamer Bio, Inc. Commitments Disclosure

10-KFiled Mar 17, 20262 min read
Commitments and Contingencies
Leases
The Company previously leased certain office and laboratory space under a non-cancelable operating lease which expired in January 2025.
On July 9, 2024, the Company entered into a lease agreement for office space located at 3115 Merryfield Row, Suite 120, San Diego, CA 92121, consisting of approximately 18,421 square feet. The term of the lease is 63 months commencing on August 1, 2024. The base rent is $109,605 per month effective October 1, 2024, and it is subject to a 3% annual increase every October. The lease expires on October 31, 2029 with an option for a one-year extension and an option to terminate on December 1, 2027 with the payment of a termination fee equal to four months of the then-current base rent upon the termination date. As of December 31, 2025, the Company was not reasonably certain that it would exercise the extension options, and therefore did not include these options in the determination of the total operating lease term for accounting purposes.
Monthly rent expense is recognized on a straight-line basis over the term of the leases. The operating leases are included in the consolidated balance sheets at the present value of the lease payments at an incremental borrowing rate of 7% for each of the initial leased space and expansion space expiring in January 2025 and 12.4% for the office lease commenced on August 1, 2024 using the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment as the leases do not provide an implicit rate. As of December 31, 2025, the weighted average remaining lease term was 3.8 years, and weighted-average discount rate was 12.4%.
Lease costs were comprised of the following (in thousands):
Year Ended December 31,
202520242023
Operating lease cost$1,567 $3,706 $3,114 
Short-term lease cost17 48 52 
Total lease cost$1,584 $3,754 $3,166 
Cash paid for amounts included in the measurement of operating lease liabilities as of December 31, 2025, 2024 and 2023 was $1.8 million, $3.8 million and $3.3 million, respectively.
Gross future minimum annual rental commitments as of December 31, 2025, were as follows (in thousands):
Undiscounted Rent
Payments
Year ending December 31,
2026$1,417 
20271,406 
20281,448 
20291,237 
Total undiscounted rent payments$5,508 
Present value discount(1,110)
Present value of lease payments$4,398 
Current portion of operating lease liabilities (included as a component of accrued expenses and other current liabilities)938 
Operating lease liabilities - long-term3,460 
Total operating lease liability$4,398 

Historical Timeline

Fiscal YearFiled
2025Mar 17, 2026Showing above
2024Mar 13, 2025
2023Mar 5, 2024
2021Mar 3, 2022
2020Feb 26, 2021
2019Mar 24, 2020

About Commitments Disclosures

Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.

Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.

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