Atossa Therapeutics, Inc.
2025 Annual Report: Key Investor Insights

Summary of Key Points

• Reverse Stock Split: Atossa effected a 1-for-15 reverse stock split on February 2, 2026, to regain compliance with Nasdaq’s minimum bid price requirement. The company successfully maintained a bid price above \$1 for 10 consecutive days and was notified by Nasdaq of regained compliance on February 17, 2026.
• Nasdaq Compliance: The reverse split was triggered by a Nasdaq notification in February 2025 that Atossa’s stock price had fallen below \$1 for 30 consecutive business days, jeopardizing its continued listing. This action was necessary to preserve its Nasdaq Capital Market listing.
• Financial Position: As of December 31, 2025, Atossa reported cash and cash equivalents of approximately \$41.3 million. The company expects these resources to fund planned operations for the next 12 months but will require additional capital for longer-term needs.
• Going Concern Warning: Atossa has not yet established ongoing revenue streams sufficient to cover operating costs. Its ability to continue as a going concern depends on securing adequate capital to fund operational losses until profitability is achieved.
• Capital Raising Activities: The company had an Open Market Sale Agreement with Jefferies LLC, but no shares were sold under this agreement in 2024 or 2025. Several warrants expired in 2025, and none were outstanding at year-end. In 2024, warrant exercises raised \$3.7 million.
• Research & Development Focus: Atossa remains in the research and development phase, with no marketed products or services. All R&D expenses are expensed as incurred. The company does not anticipate revenue until its pharmaceutical programs are developed, regulatory approvals obtained, and commercialization begins.
• Potential Use of Capital: Atossa intends to deploy capital to execute its business plan, possibly including acquisitions or in-licensing additional programs. Investments may also be made in healthcare or other industries, including special purpose acquisition companies.
• Intellectual Property: The company’s future income streams depend partly on its ability to obtain and maintain patents and other proprietary protections. Atossa pursues, maintains, and defends its U.S. and international patent rights and relies on trade secrets, know-how, innovations, and third-party licensing.
• Risk Factors & Forward-Looking Statements: Atossa’s Annual Report includes extensive forward-looking statements, highlighting risks such as clinical trial enrollments, regulatory outcomes, macroeconomic conditions (inflation, recession, geopolitical instability), capital access, ability to continue as a going concern, and market estimations.
• Documents Incorporated by Reference: Portions of Atossa’s Definitive Proxy Statement for the 2026 Annual Meeting of Stockholders are incorporated by reference into Part III of the Annual Report and will be filed within 120 days after fiscal year end.

Potentially Price-Sensitive Information

• Reverse Stock Split & Nasdaq Compliance: The reverse stock split and regained Nasdaq compliance are critical to Atossa’s share price stability and marketability. Loss of Nasdaq listing could have severely impacted liquidity and investor confidence.
• Going Concern Doubt: The explicit warning regarding Atossa’s ability to continue as a going concern, absent additional capital, is of significant concern. Investors should be aware that further capital raises or funding strategies may be necessary, potentially causing dilution or affecting share value.
• Capital Resources Exhaustion: While current cash is expected to last 12 months, Atossa’s longer-term plans depend on more funding. The lack of product revenue underscores reliance on external investment, which could affect strategic decisions and share price.
• No Outstanding Warrants: The expiration of all warrants removes potential dilution but also lowers immediate capital inflow opportunities.
• R&D Phase Status: The company’s lack of commercial product means share price is highly sensitive to clinical trial results, regulatory progress, and any business development actions.
• Intellectual Property Risks: The report notes that inability to secure third-party licenses could adversely affect business operations and revenue potential.

Detailed Investor Analysis

Atossa Therapeutics, Inc. remains a pre-commercial, research-driven pharmaceutical company. The 2025 Annual Report reveals several significant developments, most notably the 1-for-15 reverse stock split enacted on February 2, 2026, after receiving a Nasdaq deficiency notice. This maneuver restored compliance with the minimum \$1 bid price requirement and preserved Atossa’s listing on the Nasdaq Capital Market. Investors should recognize the importance of this action, as delisting could have resulted in sharply reduced liquidity and institutional interest.

Financially, Atossa entered 2026 with approximately \$41.3 million in cash and cash equivalents. Management projects that these funds will cover operations for the next year, but substantial doubt remains about the company’s ability to continue as a going concern without additional capital. No shares were sold under the Open Market Sale Agreement with Jefferies LLC in 2024 or 2025, and all outstanding warrants expired in 2025. This means that Atossa must rely on new capital raising activities or strategic partnerships to fund ongoing R&D and eventual commercialization efforts.

Atossa’s business focus is firmly on R&D, with expenses recognized as incurred and no marketable products or services. The company’s future depends on the successful development, regulatory approval, and commercialization of its pharmaceutical programs. Revenue generation is not anticipated until these milestones are achieved. Therefore, investors should monitor clinical trial progress and regulatory updates closely, as positive or negative developments could drive share price volatility.

Intellectual property is highlighted as a crucial asset, with Atossa actively pursuing U.S. and international patent protection and relying on trade secrets and third-party licenses. The report warns that if necessary licenses cannot be secured on reasonable terms, Atossa’s operations and revenue prospects could be adversely affected.

The report contains extensive forward-looking statements, cautioning investors about macroeconomic risks, clinical trial uncertainties, capital access challenges, and the impact of geopolitical instability. Atossa’s disclosures about the need for ongoing capital, potential dilution, and the risks associated with being a development-stage company are all critical for investor decision-making.

Finally, the Annual Report notes that portions of the company’s Proxy Statement for the 2026 Annual Meeting will be incorporated into Part III of the filing, providing further details about governance and compensation later.

Conclusion

Atossa Therapeutics is at a pivotal stage: the reverse stock split and Nasdaq compliance restoration are positive steps, but the ongoing need for capital and lack of revenue pose significant risks. Investors should carefully assess Atossa’s progress in clinical development, capital raising plans, and intellectual property strategy, as each could materially affect future share value.

Disclaimer

This article is a summary and analysis of Atossa Therapeutics, Inc.’s 2025 Annual Report, intended for informational purposes only. It does not constitute investment advice or a recommendation to buy or sell securities. Investors should conduct their own due diligence and consult professional advisors before making investment decisions. All forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected.

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