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
Filed by the Registrant ☑
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to sec. 240.14a-11(c) or sec.
240.14a-12
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ATOSSA THERAPEUTICS, INC.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee not required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction.
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
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Amount Previously Paid.
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Atossa Therapeutics, Inc.
107 Spring Street
Seattle, Washington 98104
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on September 7, 2021 at 9:00 a.m. ET
Virtual Meeting Only
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 of Atossa Therapeutics, Inc., a Delaware corporation
(the “Company”), which will be held virtually on
September 7, 2021, at 9:00 a.m. Eastern time. Due to the
public health impact of the coronavirus outbreak (COVID-19) and to
support the health and well-being of our stockholders, this Special
Meeting will be held in a virtual meeting format only. You can
virtually attend the live webcast of the Special Meeting at
http://www.viewproxy.com/AtossaTherapeutics/2021/SM. For
more information, see “General Information—About the Special
Meeting – What do I need to do to virtually attend the
Special Meeting. meeting via live audio webcast?” Only
stockholders of record who held common stock at the close of
business on the record date, July 29, 2021 (the
“Record Date”), may attend virtually and vote
virtually at the Special Meeting, including any adjournment or
postponement thereof.
At the Special Meeting, you will be asked to consider and vote
upon approval of an amendment to the certificate of
incorporation to increase the number of shares of authorized common
stock by 100,000,000 shares.
No other items of business are expected to be considered at the
meeting, pursuant to the Company’s Bylaws. 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
proposal and recommends that you vote FOR the proposal. After
reading the Proxy Statement, please mark, date, and sign and return
the enclosed proxy card in the accompanying reply envelope to
ensure receipt by our tabulator. YOUR SHARES CANNOT BE VOTED UNLESS
YOU SIGN, DATE AND RETURN THE ENCLOSED PROXY OR ATTEND THE
SPECIAL MEETING VIRTUALLY. Stockholders of record on the
record date may also vote on-line or by phone by following the
instructions contained in the accompanying Proxy Statement.
We look forward to your attendance at the
Special Meeting.
Sincerely,
Steven C. Quay, M.D., Ph.D.
Chairman of the Board, President and
Chief Executive Officer
August 9, 2021
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE MARK,
DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT AT YOUR EARLIEST
CONVENIENCE IN THE ENCLOSED POSTAGE-PREPAID RETURN ENVELOPE. EVEN
IF YOU HAVE VOTED BY PROXY, YOU MAY STILL VOTE IF YOU ATTEND
THE MEETING VIRTUALLY AND IF YOU ARE A STOCKHOLDER OF RECORD ON THE
RECORD DATE YOU MAY VOTE ON-LINE OR VIA THE PHONE. PLEASE NOTE,
HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK
OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE VIRTUAL MEETING, YOU
MUST OBTAIN A LEGAL PROXY ISSUED IN YOUR NAME FROM
YOUR BROKER.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD VIRTUALLY
ON SEPTEMBER 7, 2021: THIS PROXY STATEMENT, THE NOTICE OF
SPECIAL MEETING OF STOCKHOLDERS AND THE ANNUAL REPORT ARE
AVAILABLE AT
HTTP://WWW.VIEWPROXY.COM/ATOSSATHERAPEUTICS/2021SM. |
107 Spring Street
Seattle, Washington 98104
PROXY STATEMENT FOR
2021 SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 7, 2021 AT 9:00 A.M.
EASTERN TIME
VIRTUAL MEETING ONLY
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors (the
“Board”) of Atossa Therapeutics, Inc.
(“Atossa” or the “Company”) for use at
the Company’s 2021 Special Meeting of Stockholders. Due
to the public health impact of the coronavirus outbreak
(COVID-19) and to support the health and well-being of our
stockholders,
employees and directors, the Special Meeting will be held
in a virtual meeting format only. For more information,
see “General Information—How do I attend and vote shares at the
virtual Special Meeting?” This Proxy Statement and the
accompanying form of proxy will be mailed to our stockholders on or
about August 9, 2021. Unless otherwise indicated herein, this
Proxy Statement speaks as of the close of business
on July 29, 2021, which is the record date for the
special meeting (the “Record Date”).
For a proxy to be effective, it must be properly executed and
received prior to the special meeting. Each proxy properly
tendered will, unless otherwise directed by the stockholder, be
voted for the proposals and nominees described in this Proxy
Statement and at the discretion of the proxy holder(s) with regard
to all other matters that may properly come before the meeting.
The Company will pay all of the costs of soliciting proxies. We
will provide copies of this Proxy Statement, notice of
special meeting and accompanying materials to brokerage firms,
fiduciaries and custodians for forwarding to beneficial owners and
will reimburse these persons for their costs of forwarding these
materials. Our directors, officers and employees may also solicit
proxies by telephone, facsimile, or personal solicitation; however,
we will not pay them additional compensation for any of these
services.
Only holders of record of our common stock (“common
stock”) at the close of business on the Record Date are
entitled to notice of and to vote at the special meeting. On
the Record Date, there were a total of 126,435,756 shares of
common stock issued and outstanding. Each share of common stock is
entitled to one vote on all matters to be voted upon at the special
meeting. The presence, virtually or by proxy, of the holders
of a majority of the outstanding shares of common stock on the
Record Date will constitute a quorum for the transaction of
business at the special meeting and any adjournment
thereof.
Persons who hold shares of Atossa common stock directly on the
Record Date and not through a broker, bank or other financial
institution (“record holders”) may vote by the
following methods:
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Vote by proxy - You may complete, sign and return a proxy card;
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Vote by attendance - You may virtually attend the
special meeting and virtually vote at the meeting.
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Proxy Vote by Internet - As explained in greater detail in the
Notice of Internet Availability of Proxy Materials, mailed on or
about August 9, 2021 to stockholders of record who held common
stock at the close of business on the Record Date, you may use the
Internet to transmit your voting instructions up until 12:59
PM Eastern Daylight Time on September 6,
2021 by going to the website
http://www.FCRvote.com/ATOSSM. Please have your proxy
card in hand when you access the website and follow the
instructions to obtain your records and to create an electronic
voting instruction form.
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Proxy Vote by Phone - You may use any touch-tone telephone to
transmit your voting instructions up until 12:59
PM Eastern Daylight Time on September 6,
2021 by calling the toll-free number 1-866-402-3905. Have your
proxy card in hand when you call and then follow the
instructions.
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Persons who hold shares of Atossa common stock indirectly on the
Record Date through a brokerage firm, bank or other financial
institution (“beneficial holders”) must return a
voting instruction form to have their shares voted on their behalf.
Brokerage firms, banks or other financial institutions that do not
receive voting instructions from beneficial holders may either vote
these shares on behalf of the beneficial holders or return a proxy
leaving these shares un-voted (a “broker
non-vote”).
Abstentions and broker non-votes will be counted for the purpose of
determining the presence or absence of a quorum, but will not be
counted for the purpose of determining the number of votes cast on
a given proposal. The required vote for each of the proposals
expected to be acted upon at the special meeting is described
below:
Proposal No. 1 — Approval of an amendment to Atossa’s
certificate of incorporation to increase the number of
authorized shares of common stock by 100,000,000
shares. This proposal must be approved by the
affirmative vote of the holders of a majority of the common stock
outstanding and entitled to vote on the Record Date. As a result,
abstentions and broker non-votes will have the same effect as
voting against this proposal.
We encourage you to vote by returning your proxy or voting
instruction form or if you are a record holder by voting on-line or
via phone. By voting in advance of the meeting, this ensures that
your shares will be voted and reduces the likelihood that the
Company will be forced to incur additional expenses soliciting
proxies for another special meeting. Any record holder of
our common stock may attend the special meeting virtually and
may revoke the enclosed form of proxy at any time by:
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executing and delivering to the corporate Secretary a later-dated
proxy (not by internet or phone);
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delivering a written revocation to the corporate Secretary before
the meeting; or
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voting in online http://www.FCRvote.com/ATOSSM
during the virtual special meeting.
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Beneficial holders of our common stock who wish to change or revoke
their voting instructions should contact their brokerage firm, bank
or other financial institution for information on how to do so.
Beneficial holders who wish to attend the special meeting
virtually and vote during the virtual meeting should contact
their brokerage firm, bank or other financial institution holding
shares of Atossa on their behalf in order to obtain a “legal
proxy,” which will allow them vote during the
meeting virtually. Without a legal proxy, beneficial holders
cannot vote at the virtual special meeting because their
brokerage firm, bank or other financial institution may have
already voted or returned a broker non-vote on their behalf.
FOR TECHNICAL SUPPORT PRIOR TO OR DURING THE
SPECIAL MEETING, PLEASE CONTACT:
VirtualMeeting@viewproxy.com or call 1-866-612-8937
PROPOSAL NO. 1
AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK BY
100,000,000 SHARES.
At the Special Meeting, you are being asked to approve an
amendment to the certificate of incorporation to increase the
number of authorized shares of common stock by 100,000,000
shares.
The total number of shares of common stock authorized for issuance
is 175,000,000, par value $0.18 per share, and the total number of
shares of preferred stock authorized for issuance is 10,000,000
shares, par value $0.001 per share, of which 597 Series B
convertible preferred stock are outstanding as of the Record
Date.
As of July 22, 2021, 171,402,146 shares of common
stock were issued and outstanding or reserved for future issuance,
consisting of the following: (i) 126,435,756 shares of common
stock issued and outstanding, (ii) 10,234,776 shares of common
stock reserved for future issuance upon exercise of options that
have previously been granted, (iii) 166,191 shares of common
stock reserved for future conversion of Series B convertible stock
to common stock, (iv) 12,101,079 shares of common
stock reserved for issuance upon exercise of options subject
to grant under the 2020 Plan, and (v)
22,464,344 shares of common stock issuable upon the exercise
of outstanding warrants. This leaves only 3,597,854 shares of
common stock available for future issuance.
The proposed amendment would amend and restate the first Paragraph
of the Article IV of our Certificate of Incorporation as
follows:
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The total number of shares of all classes of stock which the
Corporation shall have authority to issue is Two Hundred
Eighty Five Million (285,000,000), consisting of
Two Hundred Seventy Five Million (275,000,000) shares of
common stock, par value $0.18 per share (the “Common Stock”), and
Ten Million (10,000,000) shares of Preferred Stock, par value
$0.001 per share (the “Preferred Stock”).
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Reasons for Amendment
Because we have only 3,597,854 shares of common stock
available for issuance as of July 22, 2021, our ability to
raise funds to support our operations by selling common stock, and
our ability to issue common stock in connection with acquisitions
and licensing arrangements, is limited. We have not yet
generated revenue and will continue to finance our
commercial operations and research and development activities
through use of our existing cash balances and financing activities,
including the potential sale of our common stock, preferred stock,
and warrants to purchase our stock.
Our Board desires to have the shares available to provide
additional flexibility to use our common stock for business and
financial purposes in the future. The additional shares of common
stock may be used for various purposes without further stockholder
approval, subject to the rules of the Nasdaq stock market.
These purposes may include raising capital to support future
operations; providing equity incentives to employees, officers or
directors; establishing strategic relationships with other
companies; expanding our business or products through acquisitions
and/or licensing arrangements; and other purposes. Having such
additional authorized common stock available for issuance in the
future would allow our Board to issue shares of our common stock
without delay and enable us to engage in financing transactions
and/or strategic alliances and take advantage of changing market
and financial conditions on a timelier basis as determined by our
Board.
General Effect of the Amendment
Upon stockholder approval of this Proposal 1, an amendment to the
Certificate of Incorporation, which we refer to as the Amendment,
will be filed with the Secretary of State of the State of Delaware
and the number of authorized shares of our common stock will be
increased from 175,000,000 shares to 275,000,000 shares.
The additional shares of our common stock to be authorized by
adoption of the Amendment would have rights identical to our
currently outstanding shares of common stock. Adoption of the
proposed Amendment and subsequent issuance of the shares of common
stock would not affect the rights of the holders of our currently
outstanding shares of common stock, except for effects incidental
to increasing the number of shares of our common stock. Incidental
effects of a subsequent issuance of shares of our common stock (but
not of the adoption of the Amendment in and of itself) include
potentially diluting the voting power and percentage ownership of
existing stockholders. Current holders of shares of our common
stock do not have preemptive or similar rights, which means that
current stockholders do not have a prior right to purchase any new
issue of our capital stock, including shares of our common stock,
in order to maintain their proportionate ownership of our
company.
If the proposed Amendment is approved, our Board may cause the
issuance of additional shares of our common stock without further
vote of our stockholders, except as provided under Delaware or
other applicable law, our charter or bylaws or under the rules of
the Nasdaq stock market. If the Amendment is adopted, it will
become effective upon filing of the Amendment with the Secretary of
State of the State of Delaware.
The increase in number of authorized shares of our common stock is
not being proposed as a means of preventing or dissuading a change
in control or takeover of our company; however, use of these shares
for such a purpose is possible. Shares of authorized but unissued
or unreserved common stock, for example, could be issued in an
effort to dilute the stock ownership and voting power of persons
seeking to obtain control of us or could be issued to purchasers
who would support our Board in opposing a takeover proposal. In
addition, the increase in number of authorized shares of our common
stock, if approved, may have the effect of discouraging a challenge
for control of us or make it less likely that such a challenge, if
attempted, would be successful. Our Board and executive officers
have no knowledge of any current effort to obtain control of our
company or to accumulate large amounts of our common stock.
Vote Required
This proposal must be approved by the affirmative vote of the
holders of a majority of the common stock outstanding and entitled
to vote on the Record Date. As a result, abstentions and broker
non-votes will have the same effect as voting against this
proposal.
Voting Agreements
Holders of common stock have contractually agreed to vote at
least 12,000,000 shares of common stock in favor of the proposal to
increase authorized shares of common stock.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO.
1.
GENERAL
"About the Meeting - What do I need to do to virtually attend
the special meeting via live audio webcast?"
In order to participate in the 2021 Special Meeting live via the
Internet, you must register at
http://www.viewproxy.com/AtossaTherapeutics/2021SM/htype.asp by
11:59 p.m. Eastern Time on September 4, 2021. If you are a
registered holder, you must register using the Virtual Control
Number, mailed on or about August 9, 2021 to stockholders
of record who held common stock at the close of business on the
record date, July 29, 2021, included on your proxy card (if
you received a printed copy of the proxy materials). If you hold
your shares beneficially through a bank or broker, you must provide
a legal proxy from your bank or broker during registration and you
will be assigned a Virtual Control Number in order to vote your
shares during the 2021 Special Meeting. If you are unable to
obtain a legal proxy to vote your shares, you will still be able to
virtually attend the 2021 Special Meeting (but will not be
able to vote your shares) so long as you demonstrate proof of stock
ownership. Instructions on how to connect and participate via the
Internet, including how to demonstrate proof of stock ownership,
are posted at
http://www.viewproxy.com/AtossaTherapeutics/2021SM/htype.asp.
“About the Meeting – Who do I contact if I am
having technical problems voting or attending the
meeting?”
If you have any questions about attending the virtual meeting, or
otherwise require technical assistance prior to or during the
meeting, please contact: VirtualMeeting@viewproxy.com or call
1-866-612-8937
OTHER BUSINESS
We know of no other matters to be submitted to a vote of
stockholders at the special meeting. If any other matter is
properly brought before the special meeting or any adjournment
thereof, it is the intention of the persons named in the enclosed
proxy to vote the shares they represent in accordance with their
judgment. In order for any stockholder to nominate a candidate or
to submit a proposal for other business to be acted upon at a given
special meeting, he or she must provide timely written notice
to our corporate Secretary in the form prescribed by our Bylaws, as
described below.
STOCKHOLDER PROPOSALS
No stockholder proposals have been presented for consideration at
the special meeting.
DELIVERY OF PROXY MATERIALS
Copies of our Annual Report on Form 10-K for fiscal 2020 are
available from the Company without charge upon written request of a
stockholder. Copies of these materials are also available online
through the SEC at www.sec.gov. The Company may deliver only
one proxy statement to multiple stockholders who share an
address, unless contrary instructions are received prior to the
mailing date. Similarly, if you share an address with another
stockholder and have received multiple copies of our proxy
materials, you may write or call us at the address and phone number
below to request delivery of a single copy of these materials in
the future. We undertake to deliver promptly upon written or oral
request a separate copy of the proxy statement and/or annual
report, as requested, to a stockholder at a shared address to which
a single copy of these documents was delivered. If you hold stock
as a record stockholder and prefer to receive separate copies of a
proxy statement or annual report either now or in the future,
please contact the Company’s Secretary at 107 Spring Street,
Seattle, Washington 98104 or by telephone at (866) 893-4927. If
your stock is held through a brokerage firm or bank and you prefer
to receive separate copies of a proxy statement or annual report
either now or in the future, please contact your brokerage firm or
bank.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Exchange Act, and, in accordance therewith, files reports and other
information with the SEC. Any interested party may inspect
information filed by the Company, without charge, at the public
reference facilities of the SEC at its principal office at 100 F.
Street, N.E., Washington, D.C. 20549. Any interested party may
obtain copies of all or any portion of the information filed by the
Company at prescribed rates from the Public Reference Section of
the SEC at its principal office at 100 F. Street, N.E., Washington,
D.C. 20549. In addition, the SEC maintains an Internet site that
contains reports, proxy and information statements and other
information regarding the Company and other registrants that file
electronically with the SEC at http://www.sec.gov.
The Company’s common stock is listed on The Nasdaq Capital
Market and trades under the symbol “ATOS”.
EACH STOCKHOLDER IS URGED TO COMPLETE, DATE, SIGN AND PROMPTLY
RETURN THE
ENCLOSED PROXY.
ATOSSA THERAPEUTICS, INC.
107 Spring Street
Seattle, Washington 98104
APPENDIX A
Atossa Therapeutics (NASDAQ:ATOS)
Historical Stock Chart
From Jan 2023 to Feb 2023
Atossa Therapeutics (NASDAQ:ATOS)
Historical Stock Chart
From Feb 2022 to Feb 2023