ATOSSA THERAPEUTICS, INC. 8-K

What Happened Atossa Therapeutics, Inc. (ATOS) filed an 8-K reporting the results of its 2026 Annual Meeting held May 7, 2026 (record date March 19, 2026). Three Class II directors — Stephen J. Galli, M.D.; Richard I. Steinhart; and Tessa Cigler, M.D., M.P.H. — were elected. Shareholders also ratified Ernst & Young LLP as the company’s independent registered public accounting firm, approved an amendment authorizing a potential reverse stock split (ratio 2:1 to 20:1) if the board decides it is necessary, and approved, on a non‑binding basis, the company’s executive compensation.

Key Details

• Record date and voting power: 8,611,361 shares of common stock entitled to vote (record date March 19, 2026).
• Director elections (Votes For / Votes Withheld / 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
• Auditor ratification: Ernst & Young LLP ratified — 3,714,889 For; 370,496 Against; 151,574 Abstentions.
• Reverse stock split authorization approved (non‑automatic): 2,336,815 For; 1,866,873 Against; 33,271 Abstentions — allows board to effect a reverse split between 2:1 and 20:1 if the board determines it appropriate.
• Advisory (non‑binding) vote on executive compensation: 1,530,390 For; 444,616 Against; 39,793 Abstentions; 2,222,160 Broker Non‑Votes.

Why It Matters These outcomes confirm board continuity and auditor continuity. The approved amendment gives the board discretionary authority to implement a reverse stock split within the 2:1–20:1 range (if the board later decides to act), which would reduce the number of outstanding shares and raise the per‑share price if implemented — a corporate action that can affect liquidity, share count and per‑share metrics. The advisory vote on pay is non‑binding, so it provides shareholder feedback but does not by itself require changes. Large broker non‑votes on some items (2,222,160 shares) indicate a significant portion of shares were not voted on those matters by brokers, which affected totals reported.