Atossa Therapeutics, Inc. Announces \$4.5 Million Registered Direct Offering

SEATTLE, WA – June 10, 2026 – Atossa Therapeutics, Inc. (Nasdaq: ATOS), a clinical-stage biopharmaceutical company, announced it has entered into definitive agreements with institutional investors for the purchase and sale of an aggregate of \$4.5 million in a registered direct offering.

Key Points and Transaction Details

• Offering Amount: The company will raise approximately \$4.5 million through the sale of common stock and warrants.
• Securities Offered:
  • Up to 1,363,638 shares of common stock, par value \$0.18 per share.
  • Series A Warrants to purchase common stock (details below).
  • Additional exhibits include Series B Warrants, Prefunded Warrants (if applicable), and other relevant documents.
• Per Share Purchase Price: \$3.30 per share of common stock, subject to adjustment for stock splits, dividends, combinations, or similar transactions occurring after the agreement date and before closing.
• Warrant Terms:
  • Series A/B Common Stock Purchase Warrants allow investors to purchase additional shares at a predetermined exercise price, with both cash and cashless exercise provisions included.
  • The warrants provide for adjustment in case of stock splits, dividends, or fundamental corporate transactions (mergers, asset sales, recapitalizations, etc.).
  • Cashless exercise is allowed if there is no effective registration statement available at time of exercise.
  • No fractional shares will be issued; cash adjustment or round-up applies for partial shares.
  • The Company is obligated to deliver shares electronically via the DWAC system upon exercise.
• Price Protection and Anti-dilution: The warrant terms include provisions for adjustment to the exercise price and number of shares in the event of corporate actions such as stock dividends, splits, or fundamental transactions, thus protecting investors from dilution.
• Legal Opinion: The legal opinion and consent of Gibson, Dunn & Crutcher LLP regarding the issuance and sale of these securities is attached, confirming the securities are fully authorized, validly issued, and non-assessable.
• Trading Market: Shares are listed on the Nasdaq Capital Market under symbol “ATOS”.
• Emerging Growth Company Status: Atossa is not classified as an emerging growth company, and has not elected any extended transition period for new accounting standards.

Shareholder Impact and Price-Sensitive Information

• Dilution: The issuance of up to 1,363,638 new shares, plus additional shares issuable upon exercise of the Series A and B warrants, will increase the total outstanding shares, resulting in dilution for existing shareholders.
• Potential for Additional Shares: The warrants, if exercised, could further increase the share count, with anti-dilution mechanisms in place to protect investors in the offering.
• Use of Proceeds: While the direct use of proceeds is not detailed in this excerpt, such offerings are typically used to fund ongoing clinical programs, operations, or strategic initiatives.
• Potential Stock Price Movement: The combination of share issuance, dilution, and the availability of new warrants may lead to increased trading volatility. Investors should monitor how the market digests the additional supply of shares and any related company announcements.
• Lock-Up and Market Restrictions: The documentation references DVP settlement and standard closing conditions, but does not specify any lock-up or resale restrictions for the investors beyond standard SEC regulations.
• Legal and Regulatory Compliance: The company has confirmed that the offering complies with SEC regulations and has obtained all necessary authorizations and legal opinions for the transaction.

Other Noteworthy Details for Investors

• Corporate Actions: The warrant agreements include robust provisions for corporate actions such as mergers, asset sales, reclassifications, or recapitalizations. In such events, warrant holders may be entitled to cash, stock, or other property as if they had exercised their warrants prior to the event.
• No Rights Prior to Exercise: Warrant holders will not have voting or dividend rights until they exercise their warrants and obtain shares.
• No Fractional Shares: Investors will receive cash for fractional shares or have their amounts rounded up.
• Fully Paid and Non-Assessable Shares: All shares issued upon exercise will be fully paid and non-assessable, free of transfer taxes or other charges (except for those arising from transfers concurrent with issue).
• Regulatory Approval: The company has committed to obtaining any necessary regulatory approvals prior to adjusting share numbers or warrant prices under the agreement.
• Governing Law and Legal Remedies: The agreements provide for the recovery of reasonable legal fees and costs by warrant holders if they need to enforce their rights.

Summary

This registered direct offering by Atossa Therapeutics represents a significant capital raise that will fund the company’s ongoing operations and clinical development. The transaction introduces both dilution and the potential for further share issuance via warrants, which is a key consideration for current shareholders. The company has taken steps to protect new investors through anti-dilution provisions and legal assurances. However, the increase in outstanding shares and warrants may result in short-term volatility and downward pressure on the share price, depending on investor perception and market reaction.

Shareholders and potential investors should closely monitor further communications from the company regarding the use of proceeds, clinical milestones, and any additional details about the offering and associated warrants.

View ATOSSA THERAPEUTICS, INC. Historical chart here