Growth Equity Opportunities 18 VGE SC 13DGossamer Bio / Growth Equity Opportunities 18 VGE ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Gossamer Bio, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

38341P102

(CUSIP Number)

Louis S. Citron, Esq.

New Enterprise Associates

1954 Greenspring Drive, Suite 600, Timonium, MD 21093

(410) 842-4000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

July 19, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Schedule 13D

Item 1. Security and Issuer.

This Schedule 13D relates to the common stock, $.0001 par value (the “Common Stock”) of Gossamer Bio, Inc. (the “Issuer”) having its principal executive office at 3013 Science Park Road, San Diego, California 92121.

Item 2. Identity and Background.

This statement is being filed by:

(a) Growth Equity Opportunities 18 VGE, LLC (“GEO”);

(b) NEA 18 Venture Growth Equity, L.P. (“NEA 18 VGE”), which is the sole member of GEO; NEA Partners 18 VGE, L.P. (“NEA Partners 18 VGE”), which is the sole general partner of NEA 18 VGE; and NEA 18 VGE GP, LLC (“NEA 18 VGE LLC” and, together with NEA Partners 18 VGE, the “Control Entities”), which is the sole general partner of NEA Partners 18 VGE; and

(c) Ali Behbahani (“Behbahani”), Carmen Chang (“Chang”), Anthony A. Florence, Jr. (“Florence”), Mohamad H. Makhzoumi (“Makhzoumi”), Edward T. Mathers (“Mathers”), Scott D. Sandell (“Sandell”), Paul Walker (“Walker”) and Rick Yang (“Yang”) (together, the “Managers”). The Managers are the managers of NEA 18 VGE LLC.

The persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”

The address of the principal business office of GEO, NEA 18 VGE, each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Behbahani and Mathers is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815. The address of the principal business office of Chang, Makhzoumi, Walker and Yang is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Florence is New Enterprise Associates, 104 5^th Avenue, 19^th Floor, New York, NY 10001.

The principal business of GEO and NEA 18 VGE is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 18 VGE is to act as the sole general partner of NEA 18 VGE. The principal business of NEA 18 VGE LLC is to act as the sole general partner of NEA Partners 18 VGE. The principal business of each of the Managers is to manage the Control Entities, GEO and a number of affiliated partnerships with similar businesses.

During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

GEO and NEA 18 VGE LLC are limited liability companies organized under the laws of the State of Delaware. NEA 18 VGE and NEA Partners 18 VGE are limited partnerships organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.

Item 3. Source and Amount of Funds or Other Consideration.

On July 19, 2023, the Issuer entered into a securities purchase agreement (the “Purchase Agreement”) with several purchasers, including GEO, pursuant to which the Issuer agreed to issue and sell to the investors in a private placement (the “2023 Private Placement”) (i) an aggregate of 129,869,440 shares of Common Stock and (ii) accompanying warrants to purchase an aggregate of 32,467,360 shares of Common Stock (the “Warrants”). On July 24, 2023, the 2023 Private Placement closed. In connection with this closing, GEO purchased (i) 12,260,536 shares of Common Stock at a purchase price of $1.63125 per share; and (ii) Warrants to purchase 3,065,134 shares of Common Stock (the “GEO Warrant Shares”), each Warrant having an exercise price of $2.04 per share of Common Stock. The exercise prices of the GEO Warrants are subject to certain adjustments per the Form of Warrant. The GEO Warrants are exercisable at the option of GEO at any time after their issuance; provided, that the GEO Pre-Funded Warrants carry a limitation on exercise preventing GEO from exercise if such exercise results in GEO beneficially owning in excess of 9.99% of the number of shares of the Issuer’s Common Stock, which percentage can be increased or decreased at the option of GEO upon 61 days prior notice however not to exceed 19.99% (the “Warrant Beneficial Ownership Limitation”).

Prior to the closing of the 2023 Private Placement, GEO purchased 3,467,406 shares of Common Stock from the Issuer pursuant to a securities purchase agreement, dated July 12, 2022, whereby the Issuer agreed to issue and sell Common Stock to GEO and several other purchasers in a private placement (the “2022 Private Placement”) for a purchase price of $7.21 per share of Common Stock. Including the shares of Common Stock purchased in the 2023 Private Placement, GEO now owns a total of 15,727,942 shares of the Issuer’s Common Stock (the “GEO Common Stock Shares”) and a right, upon exercise of the GEO Warrants and taking into account the Warrant Beneficial Ownership Limitation, to purchase up to 3,065,134 shares of the Issuer’s Common Stock (the “Exercisable Shares”) for a total deemed ownership of 18,793,076 shares of Common Stock (the “GEO Shares”).

The working capital of GEO is the source of the funds for the purchase of the GEO Shares. No part of the purchase price of the GEO Shares is represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the GEO Shares.

Item 4. Purpose of Transaction.

GEO agreed to acquire the GEO Shares for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, GEO and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:

Item 5. Interest in Securities of the Issuer.

Each Reporting Person disclaims beneficial ownership of the GEO Shares other than those shares which such person owns of record.

The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person’s cover sheet. Such percentage was calculated based on 228,378,669 shares of Common Stock, which includes: the sum of (i) 95,444,095 shares of Common Stock reported by the Issuer to be outstanding as of May 4, 2023 on the Issuer’s Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on May 9, 2023, (ii) 129,869,440 shares of Common Stock reported to be sold by the Issuer in connection with the Private Placement on the Issuer’s Form 8-K, filed with the SEC on July 20, 2023 and (iii) the Exercisable Shares.

Item 7. Material to Be Filed as Exhibits.

Exhibit 1 – Agreement regarding filing of joint Schedule 13D.

Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

EXECUTED this 28^th day of July, 2023.

GROWTH EQUITY OPPORTUNITIES 18 VGE, LLC

  By:          *                                

 Scott D. Sandell

 Chief Executive Officer 

NEA 18 VENTURE GROWTH EQUITY, L.P.

  By:          *                                

 Scott D. Sandell

 Chief Executive Officer 

NEA PARTNERS 18 VGE, L.P.

By:          *                                

Scott D. Sandell

Chief Executive Officer

NEA 18 VGE GP, LLC

By:          *                                

Scott D. Sandell

Chief Executive Officer

                 *                        

Ali Behbahani

                 *                        

Carmen Chang

                 *                        

Anthony A. Florence, Jr.

                 *                        

Mohamad H. Makhzoumi

                 *                        

Edward T. Mathers

                 *                        

Scott D. Sandell

                 *                        

Paul Walker 

                 *                        

Rick Yang

*/s/ Louis S. Citron           

Louis S. Citron

As attorney-in-fact

This Schedule 13D was executed by Louis S. Citron on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.

EXHIBIT 1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Gossamer Bio, Inc.

EXECUTED this 28^th day of July, 2023.

GROWTH EQUITY OPPORTUNITIES 18 VGE, LLC

  By:          *                                

 Scott D. Sandell

 Chief Executive Officer 

NEA 18 VENTURE GROWTH EQUITY, L.P.

  By:          *                                

 Scott D. Sandell

 Chief Executive Officer 

NEA PARTNERS 18 VGE, L.P.

By:          *                                

Scott D. Sandell

Chief Executive Officer

NEA 18 VGE GP, LLC

By:          *                                

Scott D. Sandell

Chief Executive Officer

        ��        *                        

Ali Behbahani

                 *                        

Carmen Chang

                 *                        

Anthony A. Florence, Jr.

                 *                        

Mohamad H. Makhzoumi

                 *                        

Edward T. Mathers

                 *                        

Scott D. Sandell

                 *                        

Paul Walker 

                 *                        

Rick Yang

*/s/ Louis S. Citron           

Louis S. Citron

As attorney-in-fact

This Agreement relating to Schedule 13D was executed by Louis S. Citron on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.

EXHIBIT 2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.

/s/ M. James Barrett            

M. James Barrett

/s/ Peter J. Barris                

Peter J. Barris

/s/ Forest Baskett                

Forest Baskett

/s/ Ali Behbahani                 

Ali Behbahani

/s/ Colin Bryant                   

Colin Bryant

/s/ Carmen Chang               

Carmen Chang

/s/ Anthony A. Florence, Jr.

Anthony A. Florence, Jr.

/s/ Carol G. Gallagher          

Carol G. Gallagher

/s/ Dayna Grayson               

Dayna Grayson

/s/ Patrick J. Kerins             

Patrick J. Kerins

/s/ P. Justin Klein                

P. Justin Klein

/s/ Vanessa Larco               

Vanessa Larco

/s/ Joshua Makower             

Joshua Makower

/s/ Mohamad H. Makhzoumi

Mohamad H. Makhzoumi

/s/ Edward T. Mathers         

Edward T. Mathers

/s/ David M. Mott                

David M. Mott

/s/ Sara M. Nayeem            

Sara M. Nayeem

/s/ Jason R. Nunn                

Jason R. Nunn

/s/ Gregory Papadopoulos    

Gregory Papadopoulos

/s/ Chetan Puttagunta          

Chetan Puttagunta

/s/ Jon Sakoda                     

Jon Sakoda

/s/ Scott D. Sandell              

Scott D. Sandell

/s/ A. Brooke Seawell          

A. Brooke Seawell

/s/ Peter W. Sonsini             

Peter W. Sonsini

/s/ Melissa Taunton             

Melissa Taunton

/s/ Frank M. Torti                

Frank M. Torti

/s/ Ravi Viswanathan           

Ravi Viswanathan

/s/ Paul E. Walker               

Paul E. Walker

/s/ Rick Yang                      

Rick Yang