ATOSSA THERAPEUTICS, INC. 8-K

What Happened

• On June 10, 2026, Atossa Therapeutics, Inc. announced a securities purchase agreement for a registered direct offering of 1,363,638 shares of common stock, each sold together with Series A and Series B warrants, at $3.30 per share. The offering is expected to close on June 12, 2026 and is being placed by Rodman & Renshaw LLC.
• The Company expects to receive approximately $4.1 million in net proceeds after placement agent fees and expenses. The Company said it will use proceeds for clinical development, working capital and general corporate purposes.

Key Details

• Shares issued: 1,363,638 common shares; combined price per share plus warrants: $3.30.
• Warrants: Series A and short-term Series B warrants to purchase up to 1,363,638 shares each (total potential of 2,727,276 underlying shares). Exercise price for the Series Warrants: $4.40 per share; exercisable six months after issuance. Series A expires in 5.5 years; Series B expires in 2 years.
• Potential additional proceeds: If both series of warrants are fully exercised for cash, the Company could receive ~ $12 million (no assurance warrants will be exercised).
• Placement agent compensation: Rodman & Renshaw to receive warrants to buy ~123,000 shares at $4.125 (125% of the offering price), a cash fee equal to 7.0% of gross offering proceeds (and 7.0% of proceeds on cash exercise of warrants), plus reimbursement of certain expenses (up to ~$65,950 total).

Why It Matters

• This financing provides near-term cash (~$4.1M net) to fund Atossa’s operations and clinical programs. Issuance of new shares immediately increases shares outstanding and the attached warrants create potential future dilution if exercised.
• The sizeable potential $12M from warrant exercises could provide additional capital later, but there is no guarantee those proceeds will materialize. Investors should note the timing, exercise prices, and expiration terms of the warrants when assessing future dilution and capital runway.