ATOSSA THERAPEUTICS INC
For the period ended Dec 31, 2023. Filed Apr 1, 2024.
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FY2023 · Filed Apr 1, 2024
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Signatures
Pursuant to the requirements Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant, a corporation organized and existing under the laws of the State of Delaware, has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized in the City of Seattle, State of Washington, on April 1, 2024.
| Atossa Therapeutics, Inc. | |
| By: | /s/ Steven C. Quay |
| Steven C. Quay, M.D., Ph.D. | |
| Chairman, President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Steven C. Quay and Heather Rees and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Office(s) | Date |
|---|---|---|
| /s/ Steven C. Quay | Chairman, President and Chief Executive | April 1, 2024 |
| Steven C. Quay, M.D., Ph.D. | Officer | |
| (Principal Executive Officer) | ||
| /s/ Heather Rees | Senior Vice President, Finance and Accounting | April 1, 2024 |
| Heather Rees | (Principal Financial and | |
| Accounting Officer) | ||
| /s/ Richard I. Steinhart | Director | April 1, 2024 |
| Richard I. Steinhart | ||
| /s/ Shu-Chih Chen | Director | April 1, 2024 |
| Shu-Chih Chen, Ph.D. | ||
| /s/ Jonathan Finn | Director | April 1, 2024 |
| Jonathan Finn | ||
| /s/ Stephen J. Galli | Director | April 1, 2024 |
| Stephen J. Galli, M.D. | ||
| /s/ H. Lawrence Remmel | Director | April 1, 2024 |
| H. Lawrence Remmel | ||
| /s/ Tessa Cigler | Director | April 1, 2024 |
| Tessa Cigler, M.D., M.P.H. | ||
EXHIBIT INDEX
| Incorporated by Reference Herein or Filed or Furnished Herewith | |||
| ExhibitNo. | Description | Form | Date |
| 3.1 | Amended and Restated Certificate of Incorporation | Amendment No. 3 to Registration Statement on Form S-1, as Exhibit 3.2 | June 11, 2012 |
| 3.2 | Certificate of Amendment to Amended and Restated Certificate of Incorporation | Current Report on Form 8-K, as Exhibit 4.1 | August 26, 2016 |
| 3.3 | Certificate of Amendment to Amended and Restated Certificate of Incorporation | Current Report on Form 8-K, as Exhibit 4.1 | April 23, 2018 |
| 3.4 | Certificate of Amendment to Amended and Restated Certificate of Incorporation | Current Report on Form 8-K, as Exhibit 3.1 | January 7, 2020 |
| 3.5 | Amended and Restated Bylaws | Current Report on Form 8-K, as Exhibit 3.2 | April 26, 2023 |
| 3.6 | Certificate of Designation Preferences, and Rights of Series A Junior Participating Preferred Stock | Current Report on Form 8-K, as Exhibit 3.1 | May 22, 2014 |
| 3.7 | Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock | Quarterly Report on Form 10-Q, as Exhibit 3.1 | May 11, 2017 |
| 3.8 | Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock | Current Report on Form 8-K, as Exhibit 3.1 | May 31, 2018 |
| 3.9 | Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock | Current Report on Form 8-K, as Exhibit 3.1 | December 14, 2020 |
| 4.1 | Specimen Common Stock Certificate | Amendment No. 2 to Registration Statement on Form S-1, as Exhibit 4.1 | May 21, 2012 |
| 4.2 | Form of Warrant | Amendment No. 1 to Registration Statement on Form S-1 as Exhibit 4.3 | April 23, 2018 |
| 4.3 | Form of Warrant | Current Report on Form 8-K, as Exhibit 4.1 | December 14, 2020 |
| 4.4 | Form of Warrant | Current Report on Form 8-K, as Exhibit 4.1 | December 21, 2020 |
| 4.5 | Form of Warrant | Current Report on Form 8-K, as Exhibit 4.1 | January 8, 2021 |
| 4.6 | Form of Warrant | Current Report on Form 8-K, as Exhibit 4.1 | March 23, 2021 |
| 4.7 | Form of Senior Indenture | Registration Statement on Form S-3, as Exhibit 4.1 | September 2, 2020 |
| 4.8 | Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | Annual Report on Form 10-K, as Exhibit 4.16 | March 26, 2020 |
| 10.1# | Restated and Amended Employment Agreement with Steven Quay dated September 27, 2010 | Registration Statement on Form S-1, as Exhibit 10.3 | February 14, 2012 |
| 10.2# | Amended and Restated Employment Agreement with Kyle Guse dated May 18, 2016 | Current Report on Form 8-K, as Exhibit 10.1 | May 20, 2016 |
| 10.4# | 2010 Stock Option and incentive Plan, as amended | Current Report on Form 8-K, as Exhibit 4.2 | January 15, 2019 |
| 10.5# | Form of Non-Qualified Stock Option Agreement for Employees | Amendment No. 3 to Registration Statement on Form S-1, as Exhibit 10.8 | June 11, 2012 |
| 10.6# | Form of Non-Qualified Stock Option Agreement for Non-Employee Directors | Amendment No. 3 to Registration Statement on Form S-1, as Exhibit 10.9 | June 11, 2012 |
| 10.7# | Form of Restricted Stock Award Agreement | Amendment No.3 Registration Statement on Form S-1, as Exhibit 10.13 | June 11, 2012 |
| 10.8# | Form of 2019 Option Award Agreement | Current Report on Form 8-K, as Exhibit 4.1 | January 15, 2019 |
| 10.9# | 2020 Stock Incentive Plan, as amended | Registration Statement on Form S-8, as Exhibit 99.1 | March 31, 2021 |
| 10.10# | Form of ISO Option Award Agreement | Quarterly Report on Form 10-Q, as Exhibit 4.1 | May 13, 2020 |
| 10.11# | Form of Option Award Agreement | Current Report on Form 8-K, as Exhibit 4.1 | April 13, 2020 |
| 10.12# | Employment Agreement with Greg Weaver Dated June 1, 2023 | Filed herewith | |
| 10.13#† | Employment Letter with Heather Rees Dated October 6, 2023 | Filed herewith | |
| 16.1 | Letter from BDO USA, LLP, dated May 22, 2023 | Current Report on Form 8-K, as Exhibit 16.1 | May 22, 2023 |
| 21.1 | List of Subsidiaries | Filed herewith | |
| 23.1 | Consent of Ernst & Young, LLP | Filed herewith | |
| 23.2 | Consent of BDO USA, P.C. | Filed herewith | |
| 31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act | Filed herewith | |
| 31.2 | Certification Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act | Filed herewith | |
| 32.1 | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act | Furnished herewith | |
| 32.2 | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act | Furnished herewith | |
| 97.1 | Incentive Compensation Clawback Policy | Filed herewith | |
| 101.INS | Inline XBRL Instance Document | ||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document With Embedded Linkbase Documents | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) | ||
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