Atossa Therapeutics, Inc.: declares stapled contingent value rights

What happened

• The Board of Directors declared a dividend of one stapled contingent value right (a "Stapled CVR") for each share of common stock outstanding at the close of business on Oct 19, 2026 (the Record Date) and authorized issuance of one Stapled CVR for each share issued after the Record Date until detachment or expiration.
• The Stapled CVRs are governed by a Stapled Contingent Value Rights Agreement dated Oct 8, 2026 between Atossa Therapeutics, Inc. and VStock Transfer, LLC, as rights agent. The company issued a press release about the agreement and record date on Oct 9, 2026.

Key details

• Each Stapled CVR entitles its holder to a pro rata share of any "CVR Payment" equal to 25% of the Net Proceeds of the sale or deemed monetization of the first qualifying priority review voucher awarded on or before Dec 31, 2036 (the Outside Date); CVR Payments are capped at $50,000,000 and will equal the lesser of 25% of Net Proceeds and the unused portion of the cap.
• The Stapled CVRs relate to a potential priority review voucher tied to approval for (Z)-endoxifen for Duchenne muscular dystrophy or McCune-Albright syndrome, or any other product candidate being developed by the company as of the CVR Agreement date; the company has received rare pediatric disease designation for (Z)-endoxifen for those two indications, but as of the filing (Z)-endoxifen is not approved, no marketing application has been submitted, and no priority review voucher has been awarded.
• The Stapled CVRs will remain attached to shares until the Board elects to detach them; while attached they may be transferred only with the shares and will have no separate certificate or CUSIP. If the company uses a voucher itself or a change of control occurs while it holds an unsold voucher, that event is treated as a deemed monetization with fair market value determined by an independent financial advisor.
• Payments may be withheld if, in the good faith determination of the Board, payment would render the company insolvent or would not be permitted under Section 170 of the Delaware General Corporation Law; deferred payments bear no interest, are re-evaluated at least quarterly, and the obligation to pay terminates if unpaid 24 months after the original payment date.
• The CVR Agreement does not require the company to pursue development, submit marketing applications, seek approvals, or sell or monetize any voucher; the company retains sole discretion over those decisions.

Why it may matter

• Item 1.01: entry into a material definitive agreement — the company executed the Stapled Contingent Value Rights Agreement describing payment terms tied to a potential priority review voucher.
• Item 3.03: material modification to rights of security holders — the declaration and stapling of the CVRs to common stock are reported as a modification to holders' rights.
• Item 8.01: other events — the company issued a press release on Oct 9, 2026 announcing the CVR Agreement and the Record Date and included customary forward-looking statements (including that the rare pediatric disease priority review voucher program is scheduled to sunset on Sep 30, 2029). The filing does not show why the company acted.