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

Rhea-AI Summary

Atossa Therapeutics (Nasdaq: ATOS) entered a securities purchase agreement for a registered direct offering of 1,363,638 common shares (or equivalents) plus Series A and short-term Series B warrants.

The deal is expected to raise about $4.5 million upfront, with up to $12 million in additional gross proceeds if all warrants are exercised. Proceeds are intended for clinical development, working capital and general corporate purposes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Positive

• Expected upfront gross proceeds of approximately $4.5 million
• Potential additional gross proceeds of about $12 million from warrant exercises
• Capital earmarked for clinical development, working capital and corporate purposes
• Warrants provide flexible, conditional access to future funding

Negative

• Issuance of 1,363,638 shares and warrants implies shareholder dilution
• No assurance that any Series Warrants will be exercised for additional cash
• Net proceeds reduced by placement agent fees and offering expenses

News Market Reaction – ATOS

-41.25% 6.7x vol

15 alerts

-41.25% News Effect

-16.0% Trough in 1 hr 50 min

-$27M Valuation Impact

$37.89M Market Cap

6.7x Rel. Volume

On the day this news was published, ATOS declined 41.25%, reflecting a significant negative market reaction. Argus tracked a trough of -16.0% from its starting point during tracking. Our momentum scanner triggered 15 alerts that day, indicating notable trading interest and price volatility. This price movement removed approximately $27M from the company's valuation, bringing the market cap to $37.89M at that time. Trading volume was exceptionally heavy at 6.7x the daily average, suggesting significant selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -41.3% in the session following this news. A negative reaction despite the funding...

Analysis

The stock dropped -41.3% in the session following this news. A negative reaction despite the funding event fits concerns around dilution and prior disclosures about elevated operating expenses, which reached $9.9M in Q1 2026. At $4.44, shares already traded about 77.05% below the 52-week high before this news, and the issuance of 1,363,638 new shares plus warrants may add pressure. Historical data show price typically aligns with perceived fundamentals, so further sentiment likely hinges on future clinical and financial updates.

Key Figures

Upfront gross proceeds: $4.5 million Potential warrant proceeds: $12 million Common shares offered: 1,363,638 shares +5 more

8 metrics

Upfront gross proceeds $4.5 million Expected aggregate gross proceeds from the offering before fees

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

Common shares offered 1,363,638 shares Shares of common stock (or equivalents) sold in the offering

Series A warrant shares 1,363,638 shares Shares underlying Series A warrants

Series B warrant shares 1,363,638 shares Shares underlying short-term Series B warrants

Series A warrant term 5.5 years Expiration from date of issuance

Series B warrant term 2 years Expiration from date of issuance

Expected closing date June 12, 2026 Anticipated closing of the registered direct offering

Historical Context

5 past events · Latest: May 27 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
May 27	Clinical data update	Positive	+3.4%	ASCO 2026 abstracts on (Z)-endoxifen and ongoing Phase 2 EVANGELINE trial.
May 20	Scientific publication	Positive	+2.7%	Manuscript on (Z)-endoxifen’s utrophin-modulation potential in Duchenne muscular dystrophy.
May 14	Investor/KOL event	Neutral	-0.2%	Announcement of virtual KOL event on (Z)-endoxifen in ER-positive breast cancer.
May 8	Earnings & update	Negative	-1.2%	Q1 2026 results with higher operating expenses and increased net loss of $9.6M.
May 6	Clinical trial results	Positive	+3.9%	KARISMA Phase 2 Endoxifen trial showing significant MBD reduction in premenopausal women.

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

Pattern Detected

Recent news has generally seen price moves aligned with the apparent sentiment: positive clinical and scientific updates have coincided with gains, while higher losses and expense growth drew mild selling.

Recent Company History

Over the last several months, ATOS has highlighted multiple (Z)-endoxifen milestones. Clinical and scientific updates such as ASCO 2026 abstracts on May 27 and the KARISMA Phase 2 publication on May 6 were followed by gains of 3.43% and 3.94%, respectively. Incremental scientific communications and events in May also had small, directionally consistent moves. In contrast, Q1 2026 earnings on May 8 showed higher operating expenses of $9.9M and led to a modest -1.23% reaction. This offering follows that period of elevated spending and going-concern disclosure.

Key Terms

registered direct offering, warrants, series a warrants, series b warrants, +3 more

7 terms

registered direct offering financial

"accompanying Series Warrants in a registered direct offering."

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.

warrants financial

"Series A warrants to purchase up to 1,363,638 shares of Common Stock"

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

series a warrants financial

"The Series A warrants will expire on the five one-half (5.5) year anniversary"

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

"The short-term Series B warrants will expire on the two (2) year anniversary"

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.

shelf registration statement regulatory

"pursuant to a "shelf" registration statement on Form S-3 (File No. 333-279367)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"registration statement on Form S-3 (File No. 333-279367) that was filed"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"A prospectus supplement and the accompanying base prospectus relating"

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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

SEATTLE, June 11, 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 that it has entered into a securities purchase agreement with institutional investors for the purchase and sale of 1,363,638 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 1,363,638 shares of Common Stock and short-term Series B warrants to purchase up to 1,363,638 shares of Common Stock (such warrants, collectively, the "Series Warrants") and accompanying Series Warrants in a registered direct offering. The Series Warrants will be exercisable six months following the date of issuance. The Series A warrants will expire on the five one-half (5.5) year anniversary of the date of issuance. The short-term Series B warrants will expire on the two (2) year anniversary of the date of issuance. The closing of the offering is expected to occur on or about June 12, 2026, subject to the satisfaction of customary closing conditions.

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

The aggregate gross proceeds to the Company from the offering are expected to be 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 are being 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 are being 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 will be filed with the SEC and will be available on the SEC's website at www.sec.gov. Electronic copies of the prospectus supplement and the accompanying base prospectus, when available, 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 DMD 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.

View original content to download multimedia:https://www.prnewswire.com/news-releases/atossa-therapeutics-announces-registered-direct-offering-of-up-to-16-5-million-in-gross-proceeds-302797596.html

SOURCE Atossa Therapeutics Inc

FAQ

What did Atossa Therapeutics (ATOS) announce in its June 11, 2026 offering?

Atossa Therapeutics announced a registered direct offering of 1,363,638 common shares plus Series A and Series B warrants. According to Atossa, the transaction is expected to generate about $4.5 million in upfront gross proceeds before fees and offering expenses.

How much capital could Atossa Therapeutics (ATOS) raise from the June 2026 offering and warrants?

Atossa expects about $4.5 million in upfront gross proceeds from the offering. According to Atossa, full cash exercise of the Series A and Series B warrants could provide approximately $12 million in additional gross proceeds, though there is no assurance any warrants will be exercised.

What are the key terms of the Atossa Therapeutics (ATOS) Series A and Series B warrants?

The Series Warrants become exercisable six months after issuance. According to Atossa, the Series A warrants expire 5.5 years after issuance, while the short-term Series B warrants expire two years after issuance, potentially adding up to $12 million in gross proceeds if fully exercised.

When is the closing date of Atossa Therapeutics’ June 2026 registered direct offering?

The closing of Atossa Therapeutics’ registered direct offering is expected on or about June 12, 2026. According to Atossa, completion remains subject to the satisfaction of customary closing conditions associated with the securities purchase agreement and offering process.

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

Atossa currently intends to use net proceeds for clinical development of its product candidates, working capital and general corporate purposes. According to Atossa, funds from the offering and any future warrant exercises will support its ongoing biopharmaceutical development activities.

What registration statement supports the Atossa Therapeutics (ATOS) June 2026 offering?

The securities are being offered under a shelf registration statement on Form S-3, File No. 333-279367. According to Atossa, this registration was filed May 13, 2024 and declared effective by the SEC on May 23, 2024, enabling the registered direct offering.