atos20230425_8k.htm
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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 4, 2023 (May 4, 2023)
 
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)
 
(I.R.S. Employer
Identification No.)
 
     
107 Spring Street
SeattleWashington
 
98104
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (206) 588-0256
 
Not Applicable
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 (§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. ☐
 
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
The Nasdaq Capital Market 

 
 
 
 

 
 
 
Item 5.07      Submission of Matters to a Vote of Security Holders
 
On May 4, 2023, Atossa Therapeutics, Inc.  (the "Company") held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). The following items of business were considered and voted upon at the Annual Meeting: (1) the election of two Class II directors named in the proxy statement related to the Annual Meeting; (2) the ratification of the selection of BDO USA LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; (3) obtaining an advisory (non-binding) vote on the compensation of our named executive officers as described in the proxy statement related to the Annual Meeting. 
 
The number of shares of Common Stock entitled to vote at the Annual Meeting was 126,624,110. The number of shares of Common Stock present or represented by valid proxy at the annual meeting was 56,800,340. Proposals 1, 2 and 3 passed. The number of votes cast for and against, and the number of abstentions and broker non-votes with respect to the matters voted upon at the Annual Meeting, are set forth below: 
 
 
(i)
Election of two Class II Directors
 
The stockholders elected two Class II directors as set forth below:
 
Nominee
Votes For
Votes
Withheld
Broker 
Non-Votes 
Stephen J. Galli, M.D.
15,993,221 10,716,498 30,090,621
Richard I. Steinhart
22,292,391   4,417,328 30,090,621
 
 
(ii)
Ratification of Auditors
 
The stockholders ratified the appointment of BDO USA LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 as set forth below:
 
Votes For
Votes Against
Abstain
Broker
Non-Votes
54,079,294 1,607,433 1,113,613 0
 
 
 
(iii)
Advisory Vote to Approve  Executive Compensation
 
The stockholders approved an advisory non-binding vote on executive compensation as follows:
 
Votes For
Votes Against
Abstain
Broker
Non-Votes
21,091,953 4,707,752 910,013 30,090,622
 
 
 
* * *
 
 

 
 
 
 
 
 
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. 
 
May 4, 2023 
 
/s/ Kyle Guse 
 
Kyle Guse
Chief Financial Officer and General Counsel