Atossa Therapeutics plans 25% voucher proceeds payout

Any CVR payment depends on a qualifying voucher event; aggregate payments are capped at $50 million.

Rhea-AI Filing Summary

Atossa Therapeutics, Inc. (ATOS) said its board approved a plan to issue one contingent value right (CVR) per common share. Under the proposed terms, holders would receive, in the aggregate, 25% of net proceeds from a qualifying event involving Atossa’s first qualifying rare pediatric disease priority review voucher, subject to a $50 million aggregate payment cap. A qualifying event could include Atossa using the voucher or holding it at the time of a change of control.

CVRs would attach to shares held by shareholders of record at the close of business on a record date to be established by the board, and to shares issued after that date. They would transfer with their ATOS shares unless detached by the board, and would not trade separately. Atossa has received two FDA rare pediatric disease designations for (Z)-endoxifen, but no product candidate has been approved and no voucher has been awarded to date; no CVR payment is assured. CVRs would expire if no qualifying voucher is awarded by December 31, 2036, unless the board extends that date.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

CVRs per common share: 1 CVR per share Aggregate share of net proceeds: 25% Aggregate payment cap: $50 million +3 more

6 metrics

CVRs per common share 1 CVR per share Planned issuance to eligible shareholders and shares issued after the record date

Aggregate share of net proceeds 25% Proposed CVR entitlement for a qualifying voucher event

Aggregate payment cap $50 million Maximum aggregate CVR payment

CVR expiration date December 31, 2036 Expiration if no qualifying voucher is awarded, unless the board extends the date

FDA rare pediatric disease designations 2 designations (Z)-endoxifen designations for Duchenne muscular dystrophy and McCune-Albright syndrome

Previously disclosed priority review voucher sales $100 million to $220 million Sales disclosed for the preceding 18–24 months; past sales do not establish the value of an Atossa voucher

Key Terms

contingent value right, priority review voucher, net proceeds, change of control, +1 more

5 terms

contingent value right financial

"one contingent value right 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

"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.

net proceeds financial

"25% of net proceeds from a qualifying voucher monetization event"

The amount of money a company actually keeps from a sale or fundraising after paying all direct costs and fees, similar to take-home pay after taxes and deductions. Investors care because net proceeds determine how much cash is available for things that affect value—paying debt, funding projects, buying assets, or returning money to shareholders—so it influences future growth potential and financial health.

change of control financial

"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.

permitted deductions financial

"net proceeds after permitted deductions"

FAQ

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

What would the ATOS CVR pay?

Under the proposed terms, holders would receive, in the aggregate, 25% of net proceeds from a qualifying event involving Atossa’s first qualifying voucher, subject to a $50 million aggregate payment cap. A qualifying event could include the voucher being used by Atossa or held at the time of a change of control.

Which ATOS shares would carry a CVR?

Shareholders of record at the close of business on the record date would receive one CVR per share, and shares issued after that date would also carry one CVR per share. The board will announce the record date once established. CVRs would transfer with their shares, subject to possible detachment by the board, and would not trade separately.

When would the ATOS CVRs expire?

The CVRs would expire if no qualifying voucher is awarded by December 31, 2036, unless the board extends that date.

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

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Available on EDGAR 09/29/2026 - 08:00 AM Accepted by SEC EDGAR 09/29/2026 - 08:00 AM Learn about SEC filing dates

false000148803900014880392026-09-292026-09-29

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): September 29, 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

N/A

(Former Name or Former Address, if Changed Since Last Report)

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 8.01 Other Events.

On September 29, 2026, Atossa Therapeutics, Inc. (the “Company”) announced that its board of directors has approved a plan to issue one contingent value right to each share of the Company’s common stock to enable stockholders to share in a portion of any proceeds received from the monetization of the Company’s first qualifying rare pediatric disease priority review voucher. A copy of the related press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release, dated September 29, 2026
104		Cover page Interactive Data File (embedded within the Inline XBRL document)

* * *

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:	September 29, 2026	By:	/s/ Mark J. Daniel
			Mark J. Daniel Chief Financial Officer (Principal Financial and Accounting Officer)

Exhibit 99.1

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

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, September 29, 2026 — 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.

Investor & Media Contact
Investors: WaterSeid Partners, Inc. — ATOS@waterseid.com

Media: Elev8 New Media — atossa@elev8newmedia.com

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 23.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 26.3 KB