Atossa Seeks Reverse Split to Avoid Nasdaq Delisting

TL;DR

**ATOS is doing a reverse split to stay on Nasdaq; it's a desperate move that might not even work, so tread carefully.**

AI Summary

Atossa Therapeutics, Inc. (ATOS) is seeking stockholder approval for a reverse stock split at a ratio between 5:1 and 20:1 to address its non-compliance with Nasdaq's minimum $1.00 bid price rule. The company received a Notification Letter from Nasdaq on February 21, 2025, for failing to maintain a $1.00 closing bid price for 30 consecutive business days. Despite an extension until February 17, 2026, and briefly trading above $1.00 in October 2025, ATOS did not sustain compliance, with its common stock closing at $0.73 per share on December 19, 2025. The Board unanimously recommends the reverse split to avoid delisting, which could severely impact financing, investor trading, and stock liquidity. The split also aims to improve marketability, reduce market manipulation risk, and provide flexibility for future capital raises and equity incentives by increasing authorized but unissued shares. However, the company acknowledges the risk that the split may not sufficiently increase the stock price or prevent delisting, and could decrease liquidity or have anti-takeover implications.

Why It Matters

This reverse stock split is critical for Atossa Therapeutics to maintain its Nasdaq listing, directly impacting investor confidence and the stock's liquidity. Delisting would significantly hinder the company's ability to raise capital, potentially stalling its drug development programs and competitive position in the biotech sector. For employees, delisting could lead to a loss of confidence and affect equity incentives. Customers and the broader market might perceive delisting as a sign of instability, potentially impacting future partnerships and market perception against competitors who maintain strong exchange listings.

Risk Assessment

Risk Level: high — The risk level is high because Atossa Therapeutics faces imminent delisting from Nasdaq if it fails to regain compliance with the $1.00 bid price rule by February 17, 2026. The company's common stock closed at $0.73 per share on December 19, 2025, significantly below the threshold. There is no assurance the reverse stock split will sufficiently increase the stock price or prevent delisting, and it could even decrease liquidity or market capitalization.

Analyst Insight

Investors should carefully evaluate the potential for continued stock price volatility and the inherent risks of a reverse stock split failing to achieve its intended purpose. Consider reducing exposure if you are risk-averse, or if you believe the underlying business fundamentals do not support a sustained price increase post-split.

Key Numbers

• $1.00 — Nasdaq minimum bid price (ATOS failed to maintain this price for 30 consecutive business days)
• $0.73 — ATOS closing price (Closing price on December 19, 2025, below Nasdaq minimum)
• 5:1 to 20:1 — Reverse stock split ratio range (Proposed range for the reverse stock split)
• February 17, 2026 — Nasdaq compliance deadline (Final deadline for ATOS to regain Nasdaq listing compliance)
• 129,171,424 — Shares outstanding (Total common shares issued and outstanding on the Record Date)
• $16,000 — Proxy solicitation cost (Estimated cost for retaining Alliance Advisors)

Key Players & Entities

• ATOSSA THERAPEUTICS, INC. (company) — Registrant seeking reverse stock split approval
• Nasdaq (regulator) — Stock exchange with listing rules
• Steven C. Quay, M.D., Ph.D. (person) — Chairman of the Board, President and Chief Executive Officer
• Alliance Advisors (company) — Proxy solicitation firm retained by Atossa
• $1.00 (dollar_amount) — Minimum closing bid price required by Nasdaq
• $0.73 (dollar_amount) — Closing price of ATOS common stock on December 19, 2025
• February 17, 2026 (date) — Deadline to regain Nasdaq compliance
• December 19, 2025 (date) — Record Date for Special Meeting
• January 20, 2026 (date) — Date of Special Meeting of Stockholders
• $16,000 (dollar_amount) — Estimated cost for proxy solicitation firm

FAQ

Risk Factors

• Nasdaq Delisting Risk [high — regulatory]: The company received a Notification Letter from Nasdaq on February 21, 2025, for failing to maintain a minimum closing bid price of $1.00 for 30 consecutive business days. Despite an extension until February 17, 2026, the stock closed at $0.73 on December 19, 2025, indicating continued non-compliance. Failure to regain compliance could lead to delisting.
• Reverse Stock Split Effectiveness [medium — market]: The proposed reverse stock split, ranging from 5:1 to 20:1, aims to increase the stock price to meet Nasdaq's minimum bid price requirement. However, there is a risk that the split may not sufficiently increase the stock price or prevent delisting, potentially rendering the action ineffective.
• Reduced Liquidity Post-Split [medium — market]: While the reverse stock split aims to improve marketability, the company acknowledges the risk that it could decrease liquidity. A lower number of outstanding shares at a higher price might deter some investors or reduce trading volume.
• Impact of Delisting on Financing [high — financial]: Delisting from Nasdaq could severely impact the company's ability to secure future financing, as it may reduce investor confidence and limit access to capital markets. This could hinder the company's ability to fund its operations and growth initiatives.
• Anti-Takeover Implications [low — operational]: The reverse stock split, by potentially increasing the stock price and reducing the number of shareholders, could have anti-takeover implications. This might make it more difficult for a third party to acquire a controlling stake in the company.

Industry Context

The biotechnology and pharmaceutical industry is highly competitive and capital-intensive, with companies often facing significant regulatory hurdles and the need for continuous innovation. Maintaining a listing on major exchanges like Nasdaq is crucial for access to capital, investor visibility, and credibility. Companies in this sector frequently engage in strategic financial maneuvers, such as stock splits or reverse splits, to manage their share price and meet exchange requirements.

Regulatory Implications

Atossa Therapeutics is facing a critical regulatory challenge with Nasdaq's minimum bid price rule. Failure to comply by February 17, 2026, could result in delisting, which would significantly impact the company's ability to operate and raise capital. The proposed reverse stock split is a direct response to this regulatory pressure.

What Investors Should Do

1. Vote on Proposal 1 (Reverse Stock Split)
2. Vote on Proposal 2 (Adjournment)
3. Review Proxy Materials
4. Register for the Virtual Meeting

Key Dates

• 2025-02-21: Nasdaq Notification Letter Received — Indicated non-compliance with the minimum bid price rule, triggering the need for corrective action.
• 2025-12-19: Record Date for Special Meeting — Determined which stockholders are entitled to vote on the proposed reverse stock split and other matters.
• 2026-01-18: Registration Deadline for Virtual Meeting — Stockholders must register by this date to attend and vote at the Special Meeting.
• 2026-01-19: Proxy Voting Deadline (Internet/Phone) — Last day for stockholders to submit their votes via internet or phone.
• 2026-01-20: Special Meeting of Stockholders — The date for stockholders to vote on the proposed reverse stock split and other proposals.
• 2026-02-17: Nasdaq Compliance Deadline — The final deadline for ATOS to regain compliance with Nasdaq's minimum bid price rule.

Glossary

DEF 14A

A filing with the SEC that provides detailed information to shareholders about matters to be voted on at a shareholder meeting, including executive compensation, corporate governance, and other significant proposals. (This document is the proxy statement for Atossa Therapeutics' special meeting, outlining the proposed reverse stock split and its rationale.)

Reverse Stock Split

A corporate action where a company reduces the total number of its outstanding shares by consolidating them into a smaller number of shares. (Atossa Therapeutics is proposing a reverse stock split to increase its stock price and comply with Nasdaq's minimum bid price requirement.)

Nasdaq Stock Market (Nasdaq)

A global electronic marketplace for buying and selling securities, known for its listing requirements, including minimum bid prices. (Atossa Therapeutics is at risk of delisting from Nasdaq due to its stock price falling below the required minimum.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or receive other distributions. (December 19, 2025, is the record date for Atossa's special meeting, determining who can vote on the reverse stock split.)

Proxy

A document that authorizes another person to act on behalf of a shareholder, typically to vote their shares at a shareholder meeting. (Shareholders are being asked to grant a proxy to vote on the proposed reverse stock split, or to vote directly at the virtual meeting.)

Delisting

The removal of a company's stock from a stock exchange, which can significantly impact its liquidity and investor perception. (The primary concern driving the proposed reverse stock split is to avoid delisting from the Nasdaq Stock Market.)

Year-Over-Year Comparison

This DEF 14A filing focuses on the critical issue of a proposed reverse stock split to address Nasdaq non-compliance, a situation not detailed in prior filings. While specific financial metrics like revenue, net income, or margins are not presented in this proxy statement, the core concern is the company's stock price performance and its implications for continued listing. New risks related to the effectiveness of the reverse split and potential liquidity reduction are highlighted, alongside the existing risk of delisting.

Key Financial Figures

• $16,000 — , at an estimated cost of approximately $16,000. Only holders of record of our common
• $0.18 — f record of our common stock, par value $0.18 per share (the " common stock "), at th
• $1.00 — maintain a minimum closing bid price of $1.00 per share for 30 consecutive business d
• $0.73 — price of the Company's common stock was $0.73 per share. If the Company has not regai

Filing Documents

• atos-20251219.htm (DEF 14A) — 263KB
• img37858867_0.jpg (GRAPHIC) — 41KB
• img37858867_1.jpg (GRAPHIC) — 3KB
• img37858867_2.jpg (GRAPHIC) — 41KB
• img37858867_3.jpg (GRAPHIC) — 606KB
• img37858867_4.jpg (GRAPHIC) — 241KB
• 0001193125-25-327630.txt ( ) — 2791KB
• atos-20251219.xsd (EX-101.SCH) — 8KB
• atos-20251219_htm.xml (XML) — 1KB

From the Filing

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 ATOSSA THERAPEUTICS, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 1448 NW Market Street, Suite 500 Seattle, Washington 98107 NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS To Be Held on January 20, 2026 at 9:00 A.M. Pacific Time Virtual Meeting to be Held Live via the Internet at: https://web.viewproxy.com/AtossaTherapeutics/2026SM You must register by 11:59 P.M. Eastern Time on January 18, 2026 in order to attend the Special Meeting Technical Support Contact: VirtualMeeting@viewproxy.com or call 1-866-612-8937 Dear Stockholder, You are cordially invited to attend the Special Meeting of Stockholders (the " Special Meeting ") of Atossa Therapeutics, Inc., a Delaware corporation (the " Company "), which will be held virtually on Tuesday, January 20, 2026 at 9:00 A.M. Pacific Time. The Special Meeting will be held in a virtual only meeting format via live audio webcast. You will need to register in advance to attend the Special Meeting virtually. For more information, see "General Information – About the Meeting – What do I need to do to virtually attend the Special Meeting via live audio webcast?" Only stockholders of record who held the Company's common stock at the close of business on the record date, December 19, 2025 (the " Record Date "), may attend virtually and vote online at the Special Meeting, including at any adjournment or postponement thereof. At the Special Meeting, you will be asked to consider and vote upon the following proposals: (1) To approve an amendment to our Certificate of Incorporation to effect a reverse stock split of our common stock at a reverse stock split ratio ranging from 5:1 to 20:1, inclusive (" Proposal 1 "); (2) To approve an adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies (" Proposal 2 "); and (3) To transact any other matters that may properly come before the Special Meeting or any adjournments or postponements thereof. No other items of business are expected to be considered at the Special Meeting. The enclosed Proxy Statement more fully describes the details of the business to be conducted at the Special Meeting. After careful consideration, our Board of Directors has unanimously approved the proposals and recommends that you vote "FOR" Proposals 1 and 2. After reading the Proxy Statement and our other proxy materials, please vote online, by telephone or by returning your proxy card or your voting instruction form. YOUR SHARES WILL NOT BE VOTED UNLESS YOU VOTE IN ONE OF THE WAYS DESCRIBED OR IF YOU ATTEND AND VOTE AT THE VIRTUAL SPECIAL MEETING. Instructions for accessing the virtual Special Meeting are provided in the Proxy Statement. To attend the virtual Special Meeting, stockholders must register by 11:59 P.M. Eastern Time on January 18, 2026. In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Special Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Special Meeting, the meeting chair or secretary will convene the meeting at 10:00 A.M. Pacific Time on the date specified above and at the Company's address specified above solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair or secretary. Under either of the foregoing circumstances, we will post information regarding the announcement on the Investors page of the Company's website at https://investors.atossatherapeutics.com . We look forward to seeing you at the Special Meeting. Sincerely, Steven C. Quay, M.D., Ph.D. Chairman of the Board, President and Chief Executive Officer December 22, 2025 WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING, PLEASE MARK, DATE AND SIGN THE ENCLOSED PROXY OR YOUR VOTING INSTRUCTION FORM AND RETURN IT AT YOUR EARLIEST CONVENIENCE, OR PLEASE VOTE IN ONE OF THE OTHER WAYS DESCRIBED IN THE PROXY STATEMENT. EVEN IF YOU HAVE VOTED BY PROXY, YOU MAY REVOKE YOUR PROXY AT AN

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View this DEF 14A filing on SEC EDGAR