Atossa Therapeutics declares rights dividend; $50M cap
Until detachment, the CVRs move only with the corresponding ATOS shares and carry no separate voting or dividend rights.
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Rhea-AI Filing Summary
Atossa Therapeutics, Inc. declared a dividend of one stapled contingent value right (CVR) per common share outstanding at the close of business on October 19, 2026. Shares issued after that date and before detachment or expiration will also carry one CVR.
Holders are entitled collectively to 25% of net proceeds from the sale or deemed monetization of the first qualifying priority review voucher awarded on or before December 31, 2036, subject to a Board extension and a $50 million aggregate cap. The CVRs expire if no qualifying voucher is awarded by that date, unless extended. No Atossa product candidate has been approved by the FDA, and no voucher has been awarded.
CVRs transfer only with attached shares unless the Board elects to detach them. If Atossa uses a qualifying voucher or has an unsold voucher when a change of control occurs, the agreement treats that as a deemed monetization based on fair market value determined by an independent financial advisor. Atossa is not required to pursue development, approval or voucher monetization. Payments may be deferred under solvency and distribution limits and the obligation ends if a payment remains unpaid 24 months after its original due date.
Filing Explained
Atossa entered into the CVR agreement on
8-K Event Classification
Key Figures
Key Terms
Stapled Contingent Value Right financial
Net Proceeds financial
deemed monetization financial
priority review voucher regulatory
Rare Pediatric Disease Designation regulatory
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Securities registered pursuant to Section 12(b) of the Act:
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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 1.01 Entry into a Material Definitive Agreement.
On October 8, 2026, the Board of Directors (the “Board”) of Atossa Therapeutics, Inc. (the “Company”) declared a dividend of one stapled contingent value right (a “Stapled CVR”) for each share of the Company’s common stock, par value $0.18 per share (the “Common Stock”), outstanding at the close of business on October 19, 2026 (the “Record Date”), and authorized the issuance of one Stapled CVR with respect to each share of Common Stock that becomes outstanding after the Record Date and prior to the earlier of the detachment of the Stapled CVRs from the Common Stock and their expiration. The Stapled CVRs are governed by a Stapled Contingent Value Rights Agreement, dated as of October 8, 2026 (the “CVR Agreement”), between the Company and VStock Transfer, LLC, as rights agent (the “Rights Agent”).
The Stapled CVRs represent the Company’s commitment to distribute to its stockholders a portion of the net proceeds of any sale of the first FDA priority review voucher that may be awarded to the Company in the future and, if the Company instead uses such a voucher itself or continues to hold it at the time of a change of control, a portion of the fair market value of such voucher. The Company has received rare pediatric disease designation from the U.S. Food and Drug Administration (the “FDA”) for (Z)-endoxifen for the treatment of Duchenne muscular dystrophy and for the treatment of McCune-Albright syndrome. If the FDA approves a qualifying marketing application for either program (or for any other product candidate) under the rare pediatric disease priority review voucher program or under another priority review voucher program, the Company may be awarded a priority review voucher, which may be used by the Company or sold or transferred to a third party. As of the date of this report, (Z)-endoxifen has not been approved by the FDA for any indication, the Company has not submitted a marketing application for (Z)-endoxifen in either indication, and no priority review voucher has been awarded to the Company. Receipt of a rare pediatric disease designation does not itself result in the award of a voucher. Any payment on the Stapled CVRs is contingent upon the award of a voucher to the Company and its subsequent sale or other monetization, and there can be no assurance that either will occur.
Payment terms. Each Stapled CVR entitles its holder to a pro rata share of any “CVR Payment,” which is an aggregate amount equal to 25% of the Net Proceeds (as defined in the CVR Agreement) of the sale or deemed monetization of the first priority review voucher (the “Qualifying Voucher”) awarded on or before December 31, 2036 (the “Outside Date”), which the Board may extend, in respect of the approval of a marketing application for (Z)-endoxifen for Duchenne muscular dystrophy or McCune-Albright syndrome, or any other product candidate being developed by the Company or its subsidiaries as of the date of the CVR Agreement (a “Company Program”). CVR Payments are capped at $50 million and will equal the lesser of 25% of the Net Proceeds and the unused portion of the cap. To the extent the Company uses the Qualifying Voucher for its own application, or a change of control of the Company occurs while it holds an unsold Qualifying Voucher, such event will be treated as a deemed monetization at a fair market value determined by an independent financial advisor.
Stapled feature. Unless and until detached as described below, the Stapled CVRs shall be attached to the shares of Common Stock and may be transferred only together with the shares. No separate certificate or CUSIP number will exist for the Stapled CVRs while they are attached, and the Company will not apply to list or otherwise facilitate any separate trading market for them during that period. Each share of Common Stock issued after the Record Date and before any detachment will carry a Stapled CVR.
Detachment. The Board may, at any time and in its sole discretion, elect to detach the Stapled CVRs from the Common Stock. In the event of a detachment, holders of record of Common Stock on a detachment record date fixed by the Board (which will be at least 10 business days after public announcement of the detachment) will receive one detached CVR for each share of Common Stock then held, and shares of Common Stock issued after that date will not carry CVRs.
Limitations on payment. The Company is not required to make any CVR Payment to the extent that, in the good faith determination of the Board, after giving effect to the payment the Company would be insolvent or unable to pay its debts as they become due or, in the case of a payment made while the Stapled CVRs remain attached to the Common Stock, the payment would not be permitted as a dividend or distribution under Section 170 of the Delaware General Corporation Law. Any payment so deferred does not bear interest and is payable once the Board determines that it may be made in compliance with those limitations; the Board must make that determination at least quarterly, and the obligation to make the payment terminates if it remains unpaid 24 months after its original payment date.
No development or monetization covenants. The CVR Agreement does not require the Company to conduct any clinical study, to submit or pursue any marketing application, to seek or obtain any regulatory approval or designation, or to sell or otherwise monetize any voucher it may receive. The Company retains sole and absolute discretion over its development, regulatory and commercial strategy and over whether to sell, use or retain any voucher and the timing, price and terms of any sale, may exercise that discretion in the best interests of the Company and its stockholders generally rather than in the best interests of the holders of Stapled CVRs as such, and owes no fiduciary duty to holders of Stapled CVRs in their capacity as such. Holders of Stapled CVRs have only the contractual right to receive payments if, when and to the extent the Qualifying Voucher is sold or otherwise monetized in accordance with the CVR Agreement.
Other terms. The Stapled CVRs do not confer any voting or dividend rights or any equity or ownership interest in the Company, and no interest accrues on amounts payable in respect of them. The Company may amend the CVR Agreement without the consent of holders for specified administrative purposes and for changes that do not materially and adversely affect holders; other amendments, including amendments adverse to holders, require the consent of holders. The Stapled CVRs will expire on the Outside Date if no Qualifying Voucher has been awarded by then. If the Qualifying Voucher is awarded on or before the Outside Date, the Stapled CVRs will remain outstanding until all CVR Payments in respect of it have been paid and no further payments are or may become payable, or until the $50 million cap has been paid in full. Payment obligations in respect of proceeds received later, including released escrow amounts, survive expiration.
The foregoing description of the CVR Agreement and the Stapled CVRs does not purport to be complete and is qualified in its entirety by reference to the full text of the CVR Agreement, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 8.01 Other Events.
On October 9, 2026, the Company issued a press release announcing execution of the CVR Agreement and declaration of the Record Date. 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.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of applicable securities laws, including statements regarding the Company’s potential eligibility for and receipt of a priority review voucher, the potential sale of any such voucher and the proceeds thereof, the amount and timing of any payment in respect of the Stapled CVRs, and any future detachment of the Stapled CVRs. These statements are subject to risks and uncertainties that may cause actual results to differ materially, including that (Z)-endoxifen is not approved for any indication and the FDA may never approve a marketing application for (Z)-endoxifen or any other product candidate of the Company, that the Company has no obligation to pursue any approval or to sell any voucher, that the rare pediatric disease priority review voucher program is scheduled to sunset on September 30, 2029, that the market value of priority review vouchers is variable and past sale prices are not indicative of future prices, that the Company may never be awarded any vouchers, that the Company may elect to use rather than sell any voucher it receives, in which case the Company may be required to make a payment determined by reference to an independent valuation without having received any cash proceeds, that payments under the CVR Agreement are subject to the limitations described above, may be deferred for an extended period and may terminate entirely if not paid within 24 months after the original payment date, that the Stapled CVRs may never be detached and, if detached, may not satisfy the listing requirements applicable to contingent value rights so that no trading market for them may develop, that the number of Stapled CVRs outstanding may increase as the Company issues additional shares of Common Stock, thereby reducing the amount payable per Stapled CVR, and the other risks described in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date of this report, and the Company undertakes no obligation to update them except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
4.1 |
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Stapled Contingent Value Rights Agreement, dated as of October 8, 2026, between Atossa Therapeutics, Inc and VStock Transfer, LLC, as Rights Agent |
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99.1 |
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Press release, dated October 9, 2026 |
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Cover page Interactive Data File (embedded within the Inline XBRL document) |
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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.
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Atossa Therapeutics, Inc. |
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October 9, 2026 |
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/s/ Mark J. Daniel |
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Mark J. Daniel (Principal Financial and Accounting Officer) |
Exhibit 99.1
Atossa Therapeutics Executes Contingent Value Rights Agreement Providing Shareholders Participation in Potential Priority Review Voucher Value
Board declares one stapled CVR for each share of Atossa common stock outstanding as of October 19, 2026 record date or issued thereafter
CVRs 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, Oct. 9, 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 it has entered into a definitive Stapled Contingent Value Rights Agreement (the "CVR Agreement") with VStock Transfer, LLC, as rights agent, implementing the stapled contingent value rights ("CVRs") plan previously announced on September 29, 2026.
In connection with the execution of the CVR Agreement, Atossa's Board of Directors declared a dividend of one stapled CVR for each share of Atossa common stock outstanding at the close of business on October 19, 2026, the record date. Each share of Atossa common stock issued after the record date and prior to any detachment of the CVRs or expiration of the CVR Agreement will also carry one CVR.
The CVRs provide shareholders with a contractual right to participate in the potential future value of the first qualifying FDA priority review voucher ("PRV") awarded to Atossa. Under the CVR Agreement, holders will be entitled, in the aggregate, to 25% of the net proceeds from the sale or other monetization of the first qualifying PRV, subject to a maximum aggregate payment of $50 million.
"With the execution of the CVR Agreement, we have converted the commitment we announced in September into a contractual right for our shareholders," said Steven C. Quay, M.D., Ph.D., Atossa's Chairman, President and Chief Executive Officer. "If our development programs ultimately result in a qualifying priority review voucher, our
shareholders will have a direct opportunity to participate in a meaningful portion of that potential value. At the same time, the structure preserves Atossa's flexibility to make development and capital allocation decisions that we believe are in the best interests of the Company and its shareholders."
Atossa has received FDA Rare Pediatric Disease Designation for (Z)-endoxifen for the treatment of Duchenne muscular dystrophy ("DMD") and McCune-Albright syndrome ("MAS"). If the FDA approves a qualifying marketing application for either program, or another qualifying Atossa development program, the Company may be awarded a PRV, subject to the applicable statutory and regulatory requirements.
No Atossa product candidate has been approved by the FDA for any indication, Atossa has not submitted a marketing application for (Z)-endoxifen for DMD or MAS, and no PRV has been awarded to the Company. Receipt of a Rare Pediatric Disease Designation does not itself result in the award of a PRV, and there can be no assurance that Atossa will receive or monetize a PRV or that any payment will ultimately be made under the CVRs.
Key Terms of the CVR Agreement
The CVR Agreement does not require Atossa to conduct any particular clinical study, pursue or obtain any regulatory approval or designation, or sell or otherwise monetize a PRV. Atossa retains discretion over its development, regulatory and commercial strategy, including whether and when to sell, use or retain any PRV it may receive.
The CVR Agreement will be filed with the U.S. Securities and Exchange Commission as an exhibit to a Current Report on Form 8-K.
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 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.
CONTACTS: Investor & Media Contact: Investors: WaterSeid Partners, Inc. — ATOS@waterseid.com; Media: Elev8 New Media — atossa@elev8newmedia.com