Atossa Therapeutics Announces Closing of Registered Direct Offering of up to $16.5 Million in Gross Proceeds

Rhea-AI Summary

Atossa Therapeutics (Nasdaq: ATOS) closed a registered direct offering of 1,363,637 common shares (or equivalents) plus Series A and short-term Series B warrants, raising about $4.5 million in gross proceeds.

The Series Warrants could add up to $12 million if fully exercised. Atossa plans to use net proceeds for clinical development, working capital and general corporate purposes.

Positive

• Approximately $4.5 million in upfront gross proceeds from the registered direct offering
• Up to $12 million in potential additional gross proceeds if all Series Warrants are exercised for cash
• Stated use of proceeds supports clinical development, working capital and corporate purposes

Negative

• Issuance of 1,363,637 new shares and related warrants increases the company’s potential share count
• Company notes no assurance that Series Warrants will be exercised or generate additional cash proceeds

News Market Reaction – ATOS

-4.47%

1 alert

-4.47% Session close to close

$22.26M Market Cap

0.0x Rel. Volume

In the Jun 15 session, ATOS declined 4.47%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement finalizes Atossa’s previously disclosed registered direct offering, delivering abo...

Analysis

This announcement finalizes Atossa’s previously disclosed registered direct offering, delivering about $4.5 million in upfront gross proceeds and potential additional proceeds of $12 million from warrant exercises. It adds capital for clinical development and corporate needs but increases share count and introduces longer-dated warrants. Investors may track future warrant exercises, cash usage, and upcoming clinical milestones to assess the financing’s long-term impact.

Key Figures

Maximum gross proceeds: $16.5 million Upfront gross proceeds: $4.5 million Potential warrant proceeds: $12 million +5 more

8 metrics

Maximum gross proceeds $16.5 million Total potential from offering including warrant exercise

Upfront gross proceeds $4.5 million Aggregate gross proceeds before fees at closing

Potential warrant proceeds $12 million Additional gross proceeds if all Series Warrants exercised for cash

Shares issued 1,363,637 shares Common stock (or equivalents) sold in the registered direct offering

Par value per share $0.18 Par value of common stock

Series A warrant term 5.5 years Expiration after date of issuance

Series B warrant term 2 years Expiration after date of issuance

Warrant exercisability delay 6 months Warrants exercisable six months after issuance

Previous Offering Reports

1 past event · Latest: Jun 11 (Negative)

Same Type Pattern 1 events

Date	Event	Sentiment	24h Move	Catalyst
Jun 11	Registered direct offering	Negative	-41.3%	Announced share and warrant financing with up to $16.5M in gross proceeds.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent capital-raising news triggered a sharp selloff, suggesting offerings have been associated with negative price reactions.

Recent Company History

Over the past months, Atossa has combined pipeline updates with balance-sheet actions. On Jun 11, it announced this same registered direct offering, which coincided with a -41.25% move, indicating strong sensitivity to dilution. Earlier news focused on (Z)-endoxifen clinical and preclinical progress and Q1 2026 results, but the only tagged offering event so far drew a pronounced negative market response.

Key Terms

registered direct offering, series a warrants, series b warrants, warrants, +1 more

5 terms

registered direct offering financial

"announced the closing of its previously announced registered direct offering of 1,363,637"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

series a warrants financial

"Series A warrants to purchase up to 1,363,637 shares of Common Stock"

Series A warrants are financial tools that give the holder the right to buy shares of a company at a specific price within a certain period. They are often issued alongside investments to provide additional potential profit if the company's value increases. For investors, they can offer a chance to benefit from future growth without committing immediate capital to buying shares.

series b warrants financial

"short-term Series B warrants to purchase up to 1,363,637 shares of Common Stock"

Series B warrants are contracts issued alongside a company's Series B financing that give the holder the right to buy a set number of shares at a fixed price within a specified time. For investors, they matter because they can provide leveraged upside if the company grows, or they can dilute existing shareholders when exercised—like a coupon promising a future share at a known price that can add value or change ownership stakes.

warrants financial

"The Series Warrants are exercisable six months following the date of issuance."

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

prospectus supplement regulatory

"A prospectus supplement and the accompanying base prospectus relating to the registered"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

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$4.5 million upfront with up to an additional $12 million of potential aggregate gross proceeds upon exercise in full of warrants

SEATTLE, June 12, 2026 /PRNewswire/ -- Atossa Therapeutics, Inc. (Nasdaq: ATOS) ("Atossa" or the "Company"), a clinical-stage biopharmaceutical company developing novel therapies in oncology and other areas of high unmet clinical need, today announced the closing of its previously announced registered direct offering of 1,363,637 shares (the "Shares") of its common stock, par value $0.18 per share ("Common Stock") (or common stock equivalents in lieu thereof), Series A warrants to purchase up to 1,363,637 shares of Common Stock and short-term Series B warrants to purchase up to 1,363,637 shares of Common Stock (such warrants, collectively, the "Series Warrants") and accompanying Series Warrants. The Series Warrants are exercisable six months following the date of issuance. The Series A warrants expire on the five and one-half (5.5) year anniversary of the date of issuance. The short-term Series B warrants expire on the two (2) year anniversary of the date of issuance.

Rodman & Renshaw LLC acted as the exclusive placement agent for the offering.

The aggregate gross proceeds to the Company from the offering were approximately $4.5 million before deducting the placement agent's fees and other estimated offering expenses payable by the Company. The potential additional gross proceeds to the Company from the Series Warrants, if fully exercised on a cash basis, will be approximately $12 million. No assurance can be given that any of the Series Warrants will be exercised, or that the Company will receive cash proceeds from the exercise of the Series Warrants. The Company currently intends to use the net proceeds from the offering for clinical development of its product candidates, working capital and general corporate purposes.

The securities described above were offered and sold by the Company in a registered direct offering pursuant to a "shelf" registration statement on Form S-3 (File No. 333-279367) that was filed with the Securities and Exchange Commission (the "SEC"), on May 13, 2024, and declared effective by the SEC on May 23, 2024. The securities offered in the registered direct offering were offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A prospectus supplement and the accompanying base prospectus relating to the registered direct offering were filed with the SEC and are available on the SEC's website at www.sec.gov. Electronic copies of the prospectus supplement and the accompanying base prospectus may also be obtained from Rodman & Renshaw LLC at 600 Lexington Avenue, 32nd Floor, New York, NY 10022, by telephone at (212) 540-4414, or by email at info@rodm.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About Atossa Therapeutics

Atossa Therapeutics, Inc. (Nasdaq: ATOS) is a clinical-stage biopharmaceutical company developing innovative medicines in oncology and other areas of significant unmet need. The Company's lead product candidate, (Z)-endoxifen, is currently in development across several clinical settings. More information is available at https://atossatherapeutics.com.

Forward-Looking Statements

This press release contains certain "forward-looking statements" within the meaning of the Private Litigation Reform Act of 1995, including but not limited to, the timing and completion of the offering, the satisfaction of customary closing conditions related to the offering, and the intended use of proceeds therefrom. Words such as "expect," "potential," "continue," "may," "will," "should," "could," "would," "seek," "intend," "plan," "estimate," "anticipate," "believe," "design," "predict," "future," or other similar expressions or statements regarding intent, belief or current expectations, are forward-looking statements.

Forward-looking statements in this press release, including those regarding the expected closing date of the offering, the satisfaction of customary closing conditions related to the offering, the intended use of proceeds from the offering, the potential exercise of the Series Warrants and potential proceeds therefrom, are subject to risks and uncertainties that may cause actual results, outcomes, or the timing of actual results or outcomes to differ materially from those projected or anticipated, including, without limitation, risks and uncertainties associated with: market and other conditions, our ability to successfully execute our strategy to shorten our clinical development timelines and pursue a Duchenne Muscular Dystrophy or McCune-Albright Syndrome indication, or other indications for our lead program, (Z)-endoxifen; expected timing, completion and results of our preclinical studies, clinical trials and research and development programs; the unpredictable relationship between preclinical study results and clinical study results; the timing or likelihood of regulatory filings and approvals; the outcome or timing of necessary regulatory approvals; our ability to maintain compliance with Nasdaq listing requirements; our ability to establish and maintain intellectual property rights covering our products; the impact of general macroeconomic conditions on our business; our ability to raise capital; and other risks and uncertainties detailed from time to time in Atossa's filings with the SEC, including, without limitation, its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.

Forward-looking statements are presented as of the date of this press release. Except as required by law, we do not intend to update any forward-looking statements.

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SOURCE Atossa Therapeutics Inc

FAQ

What are the key details of Atossa Therapeutics (NASDAQ: ATOS) $16.5 million registered direct offering?

Atossa completed a registered direct offering raising about $4.5 million upfront, with up to $12 million more possible from warrant exercises. According to Atossa, the deal includes 1,363,637 common shares and Series A and short-term Series B warrants.

How many shares and warrants were issued in Atossa Therapeutics (ATOS) June 12, 2026 offering?

Atossa issued 1,363,637 shares of common stock (or equivalents) plus Series A and Series B warrants to purchase up to 1,363,637 shares each. According to Atossa, the Series Warrants become exercisable six months after issuance.

When do the Series A and Series B warrants from Atossa (ATOS) 2026 offering expire?

Series A warrants expire 5.5 years after issuance and Series B warrants expire two years after issuance. According to Atossa, both warrant series become exercisable six months following the issuance date, offering a defined exercise window for investors.

How will Atossa Therapeutics (ATOS) use the proceeds from its June 2026 registered direct offering?

Atossa plans to use net proceeds for clinical development, working capital and general corporate purposes. According to Atossa, the approximately $4.5 million in upfront gross proceeds will help fund advancement of its product candidates and support ongoing operations.

What is the maximum potential cash Atossa (ATOS) could receive from the 2026 Series Warrants?

If all Series Warrants are exercised for cash, Atossa could receive about $12 million in additional gross proceeds. According to Atossa, there is no assurance any warrants will be exercised or that the company will receive this extra capital.

Who acted as placement agent for Atossa Therapeutics (ATOS) June 2026 registered direct offering?

Rodman & Renshaw LLC served as exclusive placement agent for the transaction. According to Atossa, the approximately $4.5 million in gross proceeds are before deducting the placement agent’s fees and other offering expenses payable by the company.