UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 7, 2026 |
Atossa Therapeutics, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 001-35610 | 26-4753208 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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1448 NW Market Street, Suite 500 |
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Seattle, Washington |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: (206) 588-0256 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Common Stock, $0.18 par value |
| ATOS |
| The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 7, 2026, Atossa Therapeutics, Inc., a Delaware corporation (the “Company”), held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on March 19, 2026, the record date for the Annual Meeting, there were 8,611,361 shares of common stock, par value $0.18 per share (the "Common Stock"), entitled to vote at the meeting.
At the Annual Meeting, each of the Company’s director nominees was elected and each of the other proposals voted on was approved. The final voting results are set forth below.
The stockholders elected the three Class II directors by the following votes:
Nominee | Votes | Votes | Broker Non-Votes |
• Stephen J. Galli, M.D. | 1,726,410 | 288,389 | 2,222,160 |
• Richard I. Steinhart | 1,730,171 | 284,628 | 2,222,160 |
• Tessa Cigler, M.D., M.P.H. | 1,750,694 | 264,105 | 2,222,160 |
The stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 by the following votes:
Votes | Votes | Abstentions | Broker Non-Votes |
3,714,889 | 370,496 | 151,574 | 0 |
The stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio from 2:1 to 20:1, inclusive, if determined necessary or appropriate by the Board, by the following votes:
Votes | Votes | Abstentions | Broker Non-Votes |
2,336,815 | 1,866,873 | 33,271 | 0 |
The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers by the following votes:
Votes | Votes | Abstentions | Broker Non-Votes |
1,530,390 | 444,616 | 39,793 | 2,222,160 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Atossa Therapeutics, Inc. |
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Date: | May 8, 2026 | By: | /s/ Mark J. Daniel |
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| Mark J. Daniel |