Atossa shareholders back reverse stock split plan

Atossa Therapeutics, Inc. reported results of its 2026 Annual Meeting of Stockholders.

Rhea-AI Filing Summary

Atossa Therapeutics, Inc. reported results of its 2026 Annual Meeting of Stockholders. As of the March 19, 2026 record date, 8,611,361 shares of common stock were entitled to vote. Stockholders elected three Class II directors and ratified Ernst & Young LLP as independent registered public accounting firm.

Stockholders also approved an amendment to the Amended and Restated Certificate of Incorporation authorizing a reverse stock split at a ratio from 2:1 to 20:1, if the board determines it is necessary or appropriate. In addition, stockholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 8,611,361 shares Reverse split range: 2:1 to 20:1 Reverse split votes for: 2,336,815 votes +3 more

6 metrics

Shares entitled to vote 8,611,361 shares Common stock as of March 19, 2026 record date

Reverse split range 2:1 to 20:1 Authorized reverse stock split ratio range for common stock

Reverse split votes for 2,336,815 votes Votes for amendment authorizing reverse stock split

Reverse split votes against 1,866,873 votes Votes against amendment authorizing reverse stock split

Auditor ratification votes for 3,714,889 votes Ratification of Ernst & Young LLP for fiscal year 2026

Say-on-pay votes for 1,530,390 votes Advisory approval of named executive officer compensation

Key Terms

Annual Meeting of Stockholders, record date, reverse stock split, independent registered public accounting firm, +1 more

5 terms

Annual Meeting of Stockholders regulatory

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)."

record date financial

"As of the close of business on March 19, 2026, the record date for the Annual Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

reverse stock split financial

"to effect a reverse stock split at a ratio from 2:1 to 20:1, inclusive"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

independent registered public accounting firm regulatory

"the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

non-binding, advisory basis regulatory

"approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

FAQ

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

What did Atossa Therapeutics (ATOS) report from its 2026 Annual Meeting?

Atossa Therapeutics reported that stockholders elected three Class II directors, ratified Ernst & Young LLP as auditor for 2026, approved a potential reverse stock split authority, and supported executive compensation in a non-binding advisory vote at the 2026 Annual Meeting.

How many Atossa Therapeutics (ATOS) shares were entitled to vote at the 2026 meeting?

A total of 8,611,361 shares of Atossa Therapeutics common stock were entitled to vote as of the March 19, 2026 record date, setting the base for quorum, director elections, and the outcomes of all proposals presented at the 2026 Annual Meeting.

What reverse stock split authority did Atossa Therapeutics (ATOS) shareholders approve?

Shareholders approved an amendment to the Amended and Restated Certificate of Incorporation authorizing a reverse stock split of common stock at a ratio from 2:1 to 20:1, inclusive, to be implemented only if the board later deems it necessary or appropriate.

How did Atossa Therapeutics (ATOS) shareholders vote on the independent auditor?

Stockholders ratified Ernst & Young LLP as Atossa Therapeutics’ independent registered public accounting firm for the fiscal year ending December 31, 2026, with 3,714,889 votes for, 370,496 votes against, and 151,574 abstentions, and no broker non-votes reported on this proposal.

What were the results of Atossa Therapeutics (ATOS) advisory vote on executive pay?

In the advisory say-on-pay proposal, Atossa Therapeutics stockholders cast 1,530,390 votes for, 444,616 against, and 39,793 abstaining, with 2,222,160 broker non-votes, thereby approving on a non-binding basis the compensation of the company’s named executive officers.

Were Atossa Therapeutics (ATOS) director nominees elected at the 2026 meeting?

Yes. Stockholders elected Class II directors Stephen J. Galli, Richard I. Steinhart, and Tessa Cigler, with each nominee receiving more votes for than withheld, alongside 2,222,160 broker non-votes recorded for the director election proposals at the 2026 Annual Meeting.

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

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Accepted by SEC EDGAR 05/08/2026 - 08:00 AM EDT Learn about SEC filing dates

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2026

Atossa Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-35610	26-4753208
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
1448 NW Market Street, Suite 500
Seattle, Washington				98107
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (206) 588-0256

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.18 par value		ATOS		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 7, 2026, Atossa Therapeutics, Inc., a Delaware corporation (the “Company”), held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on March 19, 2026, the record date for the Annual Meeting, there were 8,611,361 shares of common stock, par value $0.18 per share (the "Common Stock"), entitled to vote at the meeting.

At the Annual Meeting, each of the Company’s director nominees was elected and each of the other proposals voted on was approved. The final voting results are set forth below.

(i)Election of Directors

The stockholders elected the three Class II directors by the following votes:

Nominee	Votes For	Votes Withheld	Broker Non-Votes
•Stephen J. Galli, M.D.	1,726,410	288,389	2,222,160
•Richard I. Steinhart	1,730,171	284,628	2,222,160
•Tessa Cigler, M.D., M.P.H.	1,750,694	264,105	2,222,160

(ii)Ratification of Independent Auditor

The stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 by the following votes:

Votes For	Votes Against	Abstentions	Broker Non-Votes
3,714,889	370,496	151,574	0

(iii)Approval of Amendment to the Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split of the Common Stock, if Deemed Necessary or Appropriate by the Board

The stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio from 2:1 to 20:1, inclusive, if determined necessary or appropriate by the Board, by the following votes:

Votes For	Votes Against	Abstentions	Broker Non-Votes
2,336,815	1,866,873	33,271	0

(iv)Advisory Vote on Executive Compensation

The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers by the following votes:

Votes For	Votes Against	Abstentions	Broker Non-Votes
1,530,390	444,616	39,793	2,222,160

* * *

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Atossa Therapeutics, Inc.
Date:	May 8, 2026	By:	/s/ Mark J. Daniel
			Mark J. Daniel Chief Financial Officer

Filing Exhibits & Attachments

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