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. Checkbox not checked

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).




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SCHEDULE 13D




Comment for Type of Reporting Person:
i) As further described in Item 5, D. E. Shaw Valence Portfolios, L.L.C. ceased to be the beneficial owner of more than 5 percent of the class of securities on September 24, 2026. ii) The number of shares beneficially owned by each Reporting Person reported herein reflects the Issuer's 1-for-80 reverse stock split, which became effective at 11:59 p.m. Eastern Time on September 10, 2026 (the "Reverse Stock Split"), as disclosed in the Issuer's Form 8-K filed with the Securities and Exchange Commission (the "SEC") on September 9, 2026. See Item 5(a) for further detail.


SCHEDULE 13D




Comment for Type of Reporting Person:
The number of shares beneficially owned by each Reporting Person reported herein reflects the Issuer's Reverse Stock Split, as disclosed in the Issuer's Form 8-K filed with the SEC on September 9, 2026. See Item 5(a) for further detail.


SCHEDULE 13D




Comment for Type of Reporting Person:
The number of shares beneficially owned by each Reporting Person reported herein reflects the Issuer's Reverse Stock Split, as disclosed in the Issuer's Form 8-K filed with the SEC on September 9, 2026. See Item 5(a) for further detail.


SCHEDULE 13D




Comment for Type of Reporting Person:
The number of shares beneficially owned by each Reporting Person reported herein reflects the Issuer's Reverse Stock Split, as disclosed in the Issuer's Form 8-K filed with the SEC on September 9, 2026. See Item 5(a) for further detail.


SCHEDULE 13D


 
D. E. Shaw Valence Portfolios, L.L.C.
 
Signature:/s/ Daniel R. Marcus
Name/Title:Daniel R. Marcus / Authorized Signatory
Date:09/28/2026
 
D. E. Shaw & Co., L.L.C.
 
Signature:/s/ Daniel R. Marcus
Name/Title:Daniel R. Marcus / Authorized Signatory
Date:09/28/2026
 
D. E. Shaw & Co., L.P.
 
Signature:/s/ Daniel R. Marcus
Name/Title:Daniel R. Marcus / Chief Compliance Officer
Date:09/28/2026
 
David E. Shaw
 
Signature:/s/ Daniel R. Marcus
Name/Title:Daniel R. Marcus / Attorney-in-Fact for David E. Shaw
Date:09/28/2026

SCHEDULE I

 

Transactions in the Securities of the Issuer Since Amendment No. 3

 

Name Date Price per Common Share1 Number of Common Shares Purchased/(Sold)
Cogence 8/25/2026 0.19872 (21,500)
Valence 8/25/2026 0.19863 (415,800)
Cogence 8/26/2026 0.18344 (9,400)
Valence 8/26/2026 0.18345 (182,647)
Cogence 8/27/2026 0.17026 (7,200)
Valence 8/27/2026 0.17037 (138,400)
Cogence 8/28/2026 0.16878 (3,300)
Valence 8/28/2026 0.16859 (64,100)
Cogence 8/31/2026 0.174310 (4,500)
Valence 8/31/2026 0.174311 (87,701)
Cogence 9/1/2026 0.163412 (3,200)
Valence 9/1/2026 0.163613 (62,349)
Cogence 9/2/2026 0.166614 (2,700)
Valence 9/2/2026 0.166515 (52,500)
Cogence 9/3/2026 0.169116 (2,400)
Valence 9/3/2026 0.169017 (45,500)

  

 

1Price per Common Share does not include any brokerage commissions or service charges. Where weighted average price is used for the reported transactions, the Reporting Persons undertake to provide upon request by the SEC, full information regarding the number of Common Shares purchased or sold at each separate price.

2A weighted average price based on prices ranging from $0.1693 to $0.2115.

3A weighted average price based on prices ranging from $0.1693 to $0.2115.

4A weighted average price based on prices ranging from $0.1800 to $0.1999.

5A weighted average price based on prices ranging from $0.1800 to $0.2015.

6A weighted average price based on prices ranging from $0.1651 to $0.1765.

7A weighted average price based on prices ranging from $0.1641 to $0.1773.

8A weighted average price based on prices ranging from $0.1662 to $0.1726.

9A weighted average price based on prices ranging from $0.1656 to $0.1728.

10A weighted average price based on prices ranging from $0.1680 to $0.1790.

11A weighted average price based on prices ranging from $0.1680 to $0.1796.

12A weighted average price based on prices ranging from $0.1603 to $0.1705.

13A weighted average price based on prices ranging from $0.1602 to $0.1705.

14A weighted average price based on prices ranging from $0.1620 to $0.1711.

15A weighted average price based on prices ranging from $0.1616 to $0.1727.

16A weighted average price based on prices ranging from $0.1644 to $0.1742.

17A weighted average price based on prices ranging from $0.1640 to $0.1748.

 

 

 

 

Cogence 9/4/2026 0.172918 (3,607)
Valence 9/4/2026 0.172919 (70,393)
Cogence 9/8/2026 0.178720 (3,093)
Valence 9/8/2026 0.178721 (59,407)
Cogence 9/9/2026 0.160822 (8,600)
Valence 9/9/2026 0.160823 (166,344)
Cogence 9/10/2026 0.142724 (6,000)
Valence 9/10/2026 0.142725 (116,716)
Cogence 9/11/2026 10.8326 (240)
Valence 9/11/2026 10.8227 (3,660)
Cogence 9/14/2026 10.5928 (201)
Valence 9/14/2026 10.5529 (2,899)
Cogence 9/15/2026 10.4730 (100)
Valence 9/15/2026 10.3931 (2,100)
Cogence 9/16/2026 10.7632 (100)
Valence 9/16/2026 10.6233 (1,997)
Valence 9/16/2026 11.0434 (303)
Cogence 9/17/2026 11.6135 (100)
Valence 9/17/2026 11.8836 (2,300)
Valence 9/17/2026 12.30 (100)

 

 

18A weighted average price based on prices ranging from $0.1693 to $0.1779.

19A weighted average price based on prices ranging from $0.1690 to $0.1804.

20A weighted average price based on prices ranging from $0.1693 to $0.1835.

21A weighted average price based on prices ranging from $0.1693 to $0.1844.

22A weighted average price based on prices ranging from $0.1500 to $0.1689.

23A weighted average price based on prices ranging from $0.1499 to $0.1717.

24A weighted average price based on prices ranging from $0.1405 to $0.1463.

25A weighted average price based on prices ranging from $0.1403 to $0.1463.

26A weighted average price based on prices ranging from $10.53 to $11.17.

27A weighted average price based on prices ranging from $10.50 to $11.45.

28A weighted average price based on prices ranging from $10.36 to $10.90.

29A weighted average price based on prices ranging from $10.14 to $11.00.

30A weighted average price based on prices ranging from $10.38 to $10.51.

31A weighted average price based on prices ranging from $10.17 to $10.89.

32A weighted average price based on prices ranging from $10.71 to $10.87.

33A weighted average price based on prices ranging from $10.01 to $11.00.

34A weighted average price based on prices ranging from $11.02 to $11.07.

35A weighted average price based on prices ranging from $11.29 to $11.76.

36A weighted average price based on prices ranging from $11.29 to $12.20.

 

 

 

 

 

Cogence 9/21/2026 11.0937 (100)
Valence 9/21/2026 11.3038 (2,200)
Cogence 9/22/2026 11.6039 (100)
Valence 9/22/2026 11.7840 (1,800)
Cogence 9/23/2026 10.5741 (200)
Valence 9/23/2026 10.4642 (3,034)
Valence 9/23/2026 11.4843 (1,000)
Cogence 9/24/2026 10.9644 (200)
Valence 9/24/2026 11.0745 (2,100)
Cogence 9/25/2026 10.6246 (200)
Valence 9/25/2026 10.5447 (2,800)
Cogence 9/28/2026 11.4948 (200)
Valence 9/28/2026 11.0449 (2,600)
Valence 9/28/2026 11.6250 (2,204)

 

 

37A weighted average price based on prices ranging from $11.09 to $11.10.

38A weighted average price based on prices ranging from $10.96 to $11.67.

39A weighted average price based on prices ranging from $11.57 to $11.67.

40A weighted average price based on prices ranging from $11.37 to $12.25.

41A weighted average price based on prices ranging from $10.03 to $10.99.

42A weighted average price based on prices ranging from $10.03 to $10.99.

43A weighted average price based on prices ranging from $11.12 to $11.90.

44A weighted average price based on prices ranging from $10.92 to $10.99.

45A weighted average price based on prices ranging from $10.80 to $11.60.

46A weighted average price based on prices ranging from $10.34 to $10.90.

47A weighted average price based on prices ranging from $10.26 to $11.01.

48A weighted average price based on prices ranging from $11.27 to $11.74.

49A weighted average price based on prices ranging from $10.43 to $11.36.

50A weighted average price based on prices ranging from $11.46 to $11.74.

 

 

 

 

Exhibit 2

 

POWER OF ATTORNEY

FOR CERTAIN REGULATORY FILINGS

INCLUDING CERTAIN FILINGS

UNDER THE SECURITIES EXCHANGE ACT OF 1934

AND THE INVESTMENT ADVISERS ACT OF 1940

 

I, David E. Shaw, hereby make, constitute, and appoint each of

 

Adam Deaton,

Anne Dinning,

Edward Fishman,

Alexis Halaby,

Edwin Jager,

Martin Lebwohl,

Daniel Marcus,

Anoop Prasad,

Maximilian Stone, and

David Sweet,

 

acting individually in such person’s capacity as an employee of D. E. Shaw & Co., L.P. or one of its subsidiaries, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, (i) executing in my name, in my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the general partner of D. E. Shaw & Co., L.P. and general partner, managing member, or manager of other entities, any of which in turn may be acting for itself or other entities), all documents, certificates, instruments, statements, other filings, and amendments to the foregoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with any registration or regulatory disclosure requirements and/or ownership or control-person reporting requirements imposed by any U.S. or non-U.S. governmental or regulatory authority, including without limitation Form ADV, Forms 3, 4, 5, and 13F, and Schedules 13D and 13G required to be filed with the U.S. Securities and Exchange Commission, and/or (ii) delivering, furnishing, or filing, in each case whether themself or through their designee, any such documents to or with the appropriate governmental or regulatory authority.  Any such determination shall be conclusively evidenced by such person’s execution of, and/or their (or their designee’s) delivery, furnishing, and/or filing of, the applicable document.

 

This power of attorney shall be valid as of the date set forth below and replaces the power granted on March 1, 2017, which is hereby cancelled.  Furthermore, this power of attorney shall be valid with respect to any particular individual set forth above only for so long as such person remains employed by D. E. Shaw & Co., L.P. or one of its subsidiaries.

 

IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.

 

Date:   August 1, 2024

 

 

/s/ David E. Shaw

 

David E. Shaw,

as President of D. E. Shaw & Co., Inc.

 

 

 

Exhibit 3

 

POWER OF ATTORNEY

FOR CERTAIN REGULATORY FILINGS

INCLUDING CERTAIN FILINGS

UNDER THE SECURITIES EXCHANGE ACT OF 1934

AND THE INVESTMENT ADVISERS ACT OF 1940

 

I, David E. Shaw, hereby make, constitute, and appoint each of

 

Adam Deaton,

Anne Dinning,

Edward Fishman,

Alexis Halaby,

Edwin Jager,

Martin Lebwohl,

Daniel Marcus,

Anoop Prasad,

Maximilian Stone, and

David Sweet,

 

acting individually in such person’s capacity as an employee of D. E. Shaw & Co., L.P. or one of its subsidiaries, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, (i) executing in my name, in my capacity as President of D. E. Shaw & Co. II, Inc. (acting for itself or as the managing member of D. E. Shaw & Co., L.L.C. and general partner, managing member, or manager of other entities, any of which in turn may be acting for itself or other entities), all documents, certificates, instruments, statements, other filings, and amendments to the foregoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with any registration or regulatory disclosure requirements and/or ownership or control-person reporting requirements imposed by any U.S. or non-U.S. governmental or regulatory authority, including without limitation Form ADV, Forms 3, 4, 5, and 13F, and Schedules 13D and 13G required to be filed with the U.S. Securities and Exchange Commission, and/or (ii) delivering, furnishing, or filing, in each case whether themself or through their designee, any such documents to or with the appropriate governmental or regulatory authority.  Any such determination shall be conclusively evidenced by such person’s execution of, and/or their (or their designee’s) delivery, furnishing, and/or filing of, the applicable document.

 

This power of attorney shall be valid as of the date set forth below and replaces the power granted on March 1, 2017, which is hereby cancelled.  Furthermore, this power of attorney shall be valid with respect to any particular individual set forth above only for so long as such person remains employed by D. E. Shaw & Co., L.P. or one of its subsidiaries.

 

IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.

 

Date:   August 1, 2024

 

 

/s/ David E. Shaw

 

David E. Shaw,

as President of D. E. Shaw & Co. II, Inc.

 

 

 

 

Exhibit 4

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, $0.0001 par value per share, of Gossamer Bio, Inc., and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of this 28th day of September, 2026.

  

 

  D. E. Shaw Valence Portfolios, L.L.C.
   
  By: /s/ Daniel R. Marcus
    Daniel R. Marcus
    Authorized Signatory

 

 

  D. E. Shaw & Co., L.L.C.
   
  By: /s/ Daniel R. Marcus
    Daniel R. Marcus
    Authorized Signatory

 

 

 

D. E. Shaw & Co., L.P.

   
  By: /s/ Daniel R. Marcus
    Daniel R. Marcus
    Chief Compliance Officer

 

 

 

David E. Shaw

   
  By: /s/ Daniel R. Marcus
    Daniel R. Marcus
    Attorney-in-Fact for David E. Shaw