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D.E. Shaw entities disclose 9.5% stake in Gossamer Bio via convertible notes exchange

D.E. Shaw & Co., L.P. and affiliated entities disclosed aggregate beneficial ownership of 46,485,295 common shares (9.5% of class) in Gossamer Bio following participation in an exchange offer that converted $30.3 million in aggregate principal amount of existing convertible notes into new convertible notes, common shares, and warrants. The D.E. Shaw entities, as supporting noteholders holding approximately 75.2% of the existing convertible notes, entered into a voting agreement to vote their newly acquired shares in favor of stockholder proposals at a special meeting scheduled for July 14, 2026.

Key facts

  • D.E. Shaw & Co., L.P. beneficially owns 46,485,295 common shares (9.5% of class)
  • $30,290,000 aggregate principal amount of Existing Convertible Notes held by Valence and Cogence tendered by June 2, 2026
  • Valence received $10,369,000 aggregate principal amount of New Convertible Notes, 45,745,939 New Shares, and 21,602,250 Purchase Warrants on June 4, 2026
  • voting agreement to vote New Shares in favor of Stockholder Proposals at Special Meeting on July 14, 2026
  • Supporting Noteholders (including Valence and Cogence) held approximately 75.2% of Existing Convertible Notes
  • Exchange Offer expiration deadline: June 16, 2026 at 5:00 p.m. New York City time

Why it matters

The D.E. Shaw entities' near-10% stake and binding voting agreement give them significant influence over stockholder approval of board- and capital-structure proposals at Gossamer Bio's July 2026 special meeting.

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Derived from SCHEDULE 13D filed 2026-06-11. Not investment advice. View the source filing on SEC.gov →