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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Gossamer Bio, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value (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
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| CUSIP No. |
| 1 | Names of Reporting Persons
683 Capital Management, 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
49,868,571.00 | ||||||||
| 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)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
683 Capital Partners, 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
49,868,571.00 | ||||||||
| 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)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Ari Zweiman | ||||||||
| 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
49,868,571.00 | ||||||||
| 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)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Gossamer Bio, Inc. | |
| (b) | Address of issuer's principal executive offices:
3115 MERRYFIELD ROW, SUITE 120, SAN DIEGO, CALIFORNIA
92121 | |
| Item 2. | ||
| (a) | Name of person filing:
683 Capital Management, LLC
683 Capital Partners, LP
Ari Zweiman
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." | |
| (b) | Address or principal business office or, if none, residence:
The principal business address for each of the Reporting Persons is 1700 Broadway, Suite 4200, New York, New York 10019. | |
| (c) | Citizenship:
683 Capital Management, LLC - DELAWARE
683 Capital Partners, LP - DELAWARE
Ari Zweiman - UNITED STATES | |
| (d) | Title of class of securities:
Common Stock, $0.0001 par value | |
| (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:
As of June 11, 2026, 683 Capital Partners, LP beneficially owned (a) 49,868,571 shares of Common Stock, (b) warrants to purchase 9,102,055 shares of Common Stock which are currently exercisable, and (c) 1,262,032 shares issuable upon conversion of convertible notes.
683 Capital Management, LLC, as the investment manager of 683 Capital Partners, LP, may be deemed to have beneficially owned the (a) 49,868,571 shares of Common Stock, (b) warrants to purchase 9,102,055 shares of Common Stock which are currently exercisable, and (c) 1,262,032 shares issuable upon conversion of convertible notes beneficially owned by 683 Capital Partners, LP.
Ari Zweiman, as the Managing Member of 683 Capital Management, LLC, may be deemed to have beneficially owned the (a) 49,868,571 shares of Common Stock, (b) warrants to purchase 9,102,055 shares of Common Stock which are currently exercisable, and (c) 1,262,032 shares issuable upon conversion of convertible notes beneficially owned by 683 Capital Partners, LP. beneficially owned by 683 Capital Management, LLC.
The following percentage is based on 488,846,722 shares of common stock ($0.0001 par value) outstanding as of June 5, 2026, as disclosed in the Issuer's Form DEF 14A filed on June 9, 2026, plus (a) 9,102,055 shares of Common Stock issuable upon exercise of currently exercisable warrants and (b) 1,262,032 shares issuable upon conversion of convertible notes, but excludes shares of Common Stock issuable upon conversion of convertible notes in excess of the 9.99% beneficial ownership limitation contained in the indenture governing such notes.
As of June 11, 2026, the Reporting Persons may be deemed to have beneficially owned approximately 9.99% of the outstanding Common Shares. | |
| (b) | Percent of class:
9.99 %
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| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9. | ||
| (ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9. | ||
| 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
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit A. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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.
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Exhibit Information
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JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the shares of Common Stock, par value $0.0001 per share,
of Gossamer Bio, Inc. dated as of June 11, 2026 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(2) under the Securities Exchange Act of 1934, as amended.
Dated: June 11, 2026
683 CAPITAL MANAGEMENT, LLC
By: /s/ Ari Zweiman
Ari Zweiman,
Managing Member
683 CAPITAL PARTNERS, LP
By: /s/ Ari Zweiman
Ari Zweiman,
Authorized Person
/s/ Ari Zweiman
Ari Zweiman |