ATOSSA THERAPEUTICS, INC. 8-K

What Happened
Atossa Therapeutics, Inc. announced on February 20, 2026 that it entered into an At‑the‑Market Offering Agreement with Rodman & Renshaw LLC to offer and sell, from time to time, up to $50,000,000 of its common stock. The offering is registered under the Company’s effective Form S‑3 registration statement. The company also terminated its prior Open Market Sale Agreement with Jefferies LLC effective February 19, 2026; no sales were made under that prior agreement.

Key Details

• Size: up to $50,000,000 of common stock may be sold pursuant to the agreement.
• Sales agent and fees: Rodman & Renshaw LLC will act as sales agent; Atossa will pay up to a 3.0% commission on gross proceeds and reimburse certain agent expenses.
• Registration: Sales are covered by the Company’s Form S‑3 (File No. 333‑279367); prospectus supplement filed February 20, 2026.
• Use of proceeds: intended for clinical development of product candidates, working capital and general corporate purposes; may also be used for licensing/acquisitions though none are committed.
• Other: Gibson, Dunn & Crutcher LLP issued a legal opinion on the validity of the shares.

Why It Matters
This agreement gives Atossa flexible, on‑demand access to equity capital via an at‑the‑market program, which can be used to fund clinical programs and operations without a single large dilution event. However, the company is not required to sell any shares, and sales, if executed, would dilute existing shareholders and incur sales agent commissions. The termination of the prior Jefferies agreement simply swaps sales agents and involved no sales or termination penalties.