Attached files
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EX-3.2 - EXHIBIT 3.2 - ATOSSA THERAPEUTICS, INC. | ex_168682.htm |
EX-3.1 - EXHIBIT 3.1 - ATOSSA THERAPEUTICS, INC. | ex_168672.htm |
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): January 6, 2020
Atossa Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-35610 |
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26-4753208 |
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(State or other jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer |
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107 Spring Street Seattle, Washington |
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98104 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (206) 325-6086
Atossa Genetics Inc.
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
Securities registered pursuance 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 |
Nasdaq Capital Market |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective January 6, 2020, the Company’s corporate name was changed from “Atossa Genetics Inc.” to “Atossa Therapeutics, Inc.” (the “Name Change”) to more clearly reflect its increased focus on developing therapies to treat breast cancer, breast density and other breast conditions. The Name Change was effectuated by filing a Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Delaware Secretary of State (the “Certificate of Amendment”). The Company also amended and restated its Bylaws (the “Amended and Restated Bylaws”) to reflect the Name Change.
The Name Change does not affect the rights of the Company's stockholders and there were no changes to the Certificate of Incorporation or the Amended and Restated Bylaws other than to reflect the Name Change. The Company’s common stock, par value $0.18 per share (the “Common Stock”), will continue to trade on the Nasdaq Capital Market under the Symbol “ATOS” and there has been no change to the CUSIP number for the Common Stock.
The foregoing summary of the Certificate of Amendment and the Amended and Restated Bylaws does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Certificate of Amendment and the Amended and Restated Bylaws which are filed as Exhibit 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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3.2 | Amended and Restated Bylaws of Atossa Therapeutics, Inc. (filed herewith) |
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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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Date: January 6, 2020 |
Atossa Therapeutics, Inc. |
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By: |
/s/ Kyle Guse |
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Kyle Guse |
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Chief Financial Officer, General Counsel and Secretary |
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