ATOSSA THERAPEUTICS, INC. 8-K

What Happened

• Atossa Therapeutics, Inc. (ATOS) filed an 8-K on Jan 26, 2026 reporting that its Board approved a 15-for-1 reverse stock split of its common stock, effective 12:01 a.m. Eastern Time on February 2, 2026. The Company filed an amendment to its Certificate of Incorporation with Delaware to effect the split. The Common Stock is expected to begin trading on a split-adjusted basis at the open on February 2, 2026 under the same Nasdaq symbol, ATOS, and will be represented by a new CUSIP: 04962H704.

Key Details

• Reverse split ratio: 15-for-1, effective Feb 2, 2026 at 12:01 a.m. ET.
• Share mechanics: Each 15 shares outstanding will be combined into one new share automatically; no fractional shares will be issued.
• Fractional treatment: Holders entitled to fractional shares will receive cash in lieu (no interest), calculated using the Nasdaq closing price on Jan 30, 2026 (adjusted in good faith).
• Equity adjustments: Outstanding equity awards, shares reserved under equity plans, and the conversion price and reserved shares related to the Series B Convertible Preferred Stock will be adjusted proportionately.
• Vote at Special Meeting (record date Dec 19, 2025): For 33,724,885; Against 27,888,393; Abstentions 130,938; Broker non-votes 0.

Why It Matters

• The reverse stock split will reduce the number of outstanding common shares by a factor of 15 and increase the per‑share stock price proportionately. It also changes share counts and per‑share exercise/conversion prices for option holders and holders of the Series B Preferred Stock, which can affect the number of shares issuable on exercise or conversion. Fractional-share holders will be cashed out rather than receive partial shares. Investors should note the effective date (Feb 2, 2026), the new CUSIP, and that the Nasdaq ticker remains ATOS when reviewing positions or option/convertible terms.