Atossa Therapeutics Announces Plan to Issue Stapled CVR for Shareholders Tied to Potential Rare Pediatric Disease Priority Review Voucher

A shareholder payment is not assured: it depends on a qualifying voucher that Atossa has not yet received.

Rhea-AI Summary

Atossa Therapeutics (ATOS) plans to issue one contingent value right (CVR) per common share, tied to a potential priority review voucher.

Holders would collectively receive 25% of net proceeds from Atossa’s first qualifying rare pediatric disease voucher, up to $50 million in total. The right would attach to shares held on a record date yet to be set and to shares issued afterward; it would transfer with the stock rather than trade separately. Atossa has FDA rare pediatric disease designations for (Z)-endoxifen in Duchenne muscular dystrophy and McCune-Albright syndrome. A voucher may be awarded if a qualifying marketing application is approved under the program’s requirements. No Atossa product candidate has been approved or voucher awarded. The rights would expire if no qualifying voucher is awarded by December 31, 2036, unless the board extends that date.

4 points · 0 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 5 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point. Forward-looking: it has not happened yet and may not happen.25% of net proceeds from the first qualifying voucher would be payable to holders, subject to a cap.
• Minor point. Forward-looking: it has not happened yet and may not happen.One planned CVR per common share would extend to record-date holders and shares issued afterward.
• Minor pointTwo FDA rare pediatric disease designations cover (Z)-endoxifen in Duchenne muscular dystrophy and McCune-Albright syndrome.
• Minor point. Forward-looking: it has not happened yet and may not happen.Payment terms include Atossa’s use of a qualifying voucher or holding one at a change of control.

Negative

• Moderate pointNo Atossa product candidate has been approved, and no voucher has been awarded; payment is not assured.
• Moderate point. Forward-looking: it has not happened yet and may not happen.$50 million caps aggregate holder payments from a qualifying voucher event. 2.6× market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Permitted deductions would reduce proceeds used to calculate a holder payment.
• Minor point. Forward-looking: it has not happened yet and may not happen.December 31, 2036 is the expiration deadline if no qualifying voucher is awarded, unless the board extends it.
• Minor point. Forward-looking: it has not happened yet and may not happen.CVRs would not trade separately from Atossa shares.

News Explained

Voucher use by Atossa or retention through a change of control can trigger the CVR, but conveys no ownership, voting, or dividend rights.

Atossa’s board approved a plan to issue one CVR per share; under the proposed terms, the right also applies if Atossa uses the qualifying voucher or holds it at a change of control.

The CVR is a contractual payment right, not ownership in the voucher, and carries no separate voting or dividend rights.

Key Figures

CVR entitlement: 1 CVR per share Share of net proceeds: 25% Aggregate payment cap: $50 million +2 more

CVR entitlement

1 CVR per share

Proposed distribution to eligible holders

Share of net proceeds

25%

Aggregate CVR payment after a qualifying voucher monetization

Aggregate payment cap

$50 million

Maximum aggregate CVR payment

Rare pediatric disease designations

2 designations

(Z)-endoxifen; Duchenne muscular dystrophy and McCune-Albright syndrome

CVR expiration date

December 31, 2036

If no qualifying voucher is awarded, unless the Board extends the date

Key Terms

contingent value right, priority review voucher, change of control, cusip

4 terms

contingent value right financial

"one contingent value right ("CVR") for each share"

A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.

priority review voucher regulatory

"Atossa's first qualifying rare pediatric disease priority review voucher"

A priority review voucher is a transferable regulatory incentive that lets a company move a future drug or device application to the front of the review line, shortening the review period by several months. For investors it matters because the voucher can speed up market access for a high-value product or be sold to other companies for significant cash, acting like a tradable fast-pass that can accelerate revenue or create immediate financial upside.

change of control financial

"or held at the time of a change of control"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

cusip technical

"will not be registered and will not have their own CUSIP"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

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Shareholders would receive one CVR for each ATOS share held as of the record date or issued thereafter

CVRs would entitle holders to 25% of net proceeds from monetization of Atossa's first qualifying priority review voucher, subject to a $50 million aggregate payment cap

SEATTLE, Sept. 29, 2026 /PRNewswire/ -- Atossa Therapeutics, Inc. (Nasdaq: ATOS) ("Atossa" or the "Company"), a clinical-stage biopharmaceutical company developing innovative medicines in oncology and other areas of significant unmet need, today announced that its Board of Directors has approved a plan to issue one contingent value right ("CVR") for each share of Atossa common stock to enable shareholders to share in a portion of any proceeds received from the monetization of Atossa's first qualifying rare pediatric disease priority review voucher.

The CVR would give shareholders a contractual right to participate in the potential future value of the first qualifying FDA priority review voucher arising from an Atossa development program. Under the CVR agreement, holders would receive, in the aggregate, 25% of net proceeds from a qualifying voucher monetization event (including if a qualifying voucher is used by Atossa or held at the time of a change of control), up to a maximum aggregate payment of $50 million.

Atossa has received two FDA rare pediatric disease designations for (Z)-endoxifen, one in Duchenne muscular dystrophy and one in McCune-Albright syndrome. If a qualifying marketing application is approved within the applicable voucher program's requirements, Atossa may be awarded a priority review voucher. No Atossa product candidate has been approved, and no voucher has been awarded to date. As a result, no CVR payment is assured.

"We believe shareholders should have a direct opportunity to participate if our rare disease programs create the added value of a priority review voucher," said Steven C. Quay, M.D., Ph.D., Atossa's Chairman, President and Chief Executive Officer. "This CVR would make that commitment tangible. It links a meaningful share of any qualifying voucher proceeds to the people who own Atossa, while allowing us to continue pursuing the development opportunities for (Z)-endoxifen."

How the CVR works

• Shareholders of record at the close of business on the record date, which will be announced once established by the Board of Directors, would receive one CVR per share of Atossa common stock.
• Shares that are issued after the record date would also carry one CVR per share.
• Each CVR would transfer with its ATOS share, unless and until any detachment by the Board of Directors or upon expiration of the CVR agreement. CVRs would not trade separately. A person who buys or sells an ATOS share during the term of the CVR agreement would also buy or sell its attached CVR, respectively. The CVRs will not be registered and will not have their own CUSIP.
• If Atossa receives and monetizes its first qualifying voucher, the aggregate CVR payment would equal 25% of net proceeds after permitted deductions, subject to the $50 million cap. Each payment would be allocated among holders entitled to that payment under the CVR agreement.

Atossa has previously reported that disclosed priority review voucher sales in the preceding 18–24 months ranged from $100 million to $220 million; however, past sales do not establish the value of any voucher Atossa might receive. The CVRs relate only to the first qualifying voucher specified in the CVR agreement. They do not represent an ownership interest in a voucher or provide a separate voting or dividend right. The CVRs would expire under the terms of the CVR agreement if no qualifying voucher is awarded by December 31, 2036, unless the Board extends that date.

Atossa expects to file the CVR agreement with the Securities and Exchange Commission once executed.

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 in development across several clinical settings, including potential applications in oncology and rare diseases. Atossa has received FDA Orphan Drug Designation for (Z)-endoxifen for Duchenne muscular dystrophy and Rare Pediatric Disease designations for Duchenne muscular dystrophy and McCune-Albright syndrome. (Z)-endoxifen is not approved for any indication. More information is available at atossatherapeutics.com.

Forward-Looking Statements

This press release contains certain "forward-looking statements" within the meaning of applicable securities laws, including but not limited to, the Company's potential eligibility for, award of a Rare Pediatric Disease priority review voucher, the potential value and monetization of a qualifying voucher, the issuance and operation of the CVRs; the timing for entry into the CVR agreement and the record date; the development, regulatory prospects and potential approval of Atossa's product candidates; and the possibility, amount and timing of any CVR payment. 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 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: the timing or likelihood of regulatory filings and approvals; the outcome or timing of necessary regulatory approvals; FDA approval of a qualifying product candidate and the award of a voucher; changes to or expiration of the applicable voucher program; the risk that any voucher's value, permitted deductions, number of outstanding CVRs and ability or timing to make a payment may differ materially from current expectations; 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. Any CVR payment is subject to the CVR agreement, including its payment cap and provisions concerning legally permitted distributions and solvency.

The market value of a priority review voucher is variable and subject to a number of factors beyond our control and reported past priority review voucher sale amounts are not necessarily indicative of priority review voucher sale amounts in the future.

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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much could Atossa Therapeutics shareholders receive from the planned CVRs?

Holders would collectively receive 25% of net proceeds from Atossa’s first qualifying priority review voucher, subject to a $50 million aggregate cap. A payment depends on a qualifying voucher event; no voucher has been awarded to date.

Would Atossa Therapeutics CVRs pay if Atossa uses a qualifying voucher instead of selling it?

Yes, potentially. The CVR agreement includes Atossa’s use of a qualifying voucher among the events that can give rise to a payment. It also includes a qualifying voucher held at the time of a change of control.

Would Atossa Therapeutics CVRs give holders ownership or voting rights in a voucher?

No. The CVRs would not represent an ownership interest in a voucher or provide a separate voting or dividend right. They would be contractual rights tied to a potential payment.