8-K

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 8, 2025

    

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.)

10202 5th Avenue NE Suite 200
Seattle, Washington		98125
(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 8, 2025, Atossa Therapeutics, Inc., a Delaware corporation (the “Company”), held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on March 20, 2025, the record date for the Annual Meeting, there were 129,170,004 shares of common stock, par value $0.18 per share, entitled to vote at the meeting.

At the Annual Meeting, each of the Company’s director nominees was elected, a frequency of one year received the majority of votes cast on Proposal 4 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 two Class I directors by the following votes:


Nominee	Votes For	Votes Withheld	Broker Non-Votes
• Steven C. Quay, M.D., Ph.D.	28,401,118	4,195,118	31,334,563
• Jonathan F. Finn, C.F.A.	30,196,246	2,399,990	31,334,563

(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, 2025 by the following votes:

     Votes 
For

     Votes 
Against

     Abstentions 

     Broker 
Non-Votes

(iii)

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

(iv)

Advisory Vote to Determine the Frequency of Future Advisory Votes on the Compensation of the Company's Named Executive Officers

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

     1 Year

2 Years

     3 Years

     Abstentions 

     Broker 
Non-Votes

In light of these voting results, the Company plans to hold future advisory votes on executive compensation annually until the next required vote on the frequency of such advisory votes, or until the Board of Directors of the Company otherwise determines that a different frequency is in the best interests of the Company and its stockholders.


			Atossa Therapeutics, Inc.

Date:	May 9, 2025	By:	/s/ Heather Rees
			Heather Rees Chief Financial Officer