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): September 25, 2020 (September 25, 2020)

Atossa Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (206) 325-6086

N/A
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 pursuant to Section 12(b) of the Act:

On September 25, 2020, Atossa Therapeutics, Inc. (“Atossa”) entered into an equity distribution agreement (the “Distribution Agreement”) with Maxim Group LLC, acting as sales agent (“Maxim”) relating to the “at-the-market” offering and sale by Atossa of common shares, par value $0.18 per share, having an aggregate gross sales price of up to $10,000,000 (the “Shares”). Sales of the Shares, if any, will be made at Atossa’s sole discretion and by means of ordinary brokers’ transactions through the facilities of the Nasdaq Capital Market at market prices, in block transactions or as otherwise agreed between Atossa and Maxim. The Distribution Agreement provides that Maxim will be entitled to a commission of 3.0% of the gross offering proceeds of the Shares sold pursuant to the Distribution Agreement and reimbursement for certain specified expenses. Atossa has no obligation to offer or sell any Shares under the Agreement, and may at any time suspend offers and sales under the Distribution Agreement.

The Shares will be issued pursuant to Atossa’s shelf registration statement on Form S-3 filed with the Securities and Exchange Commission on September 2, 2020 (Registration No. 333-248555). 

The above summary of the Distribution Agreement does not purport to be complete and is qualified by reference to the full text of the Distribution Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits

 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.