0001437749-23-023426 | 10-Q | XBRL Viewer

Accrued Liabilities Disclosure [Text Block]

NOTE 8: ACCRUED EXPENSES

Accrued expenses consisted of the following:

	*As of June 30,*		*As of December 31,*
	*2023*		*2022*
Research and development	$	559	$	1,038
Professional Services		244		21
Total accrued liabilities	$	803	$	1,059

Note 1 - Nature of Operations	6 Months Ended
Jun. 30, 2023
Notes to Financial Statements
Nature of Operations [Text Block]	NOTE 1: NATURE OF OPERATIONS Atossa Therapeutics, Inc. (the Company) was incorporated on April 30, 2009, in the State of Delaware to develop and market medical devices, laboratory tests and therapeutics to address breast health conditions. The Company is focused on developing proprietary innovative medicines in areas of significant unmet medical need in oncology, with a current focus on breast cancer and other breast conditions. The Company's fiscal year ends on December 31.

Note 1 - Nature of Operations

6 Months Ended

Jun. 30, 2023

Nature of Operations [Text Block]

NOTE 1: NATURE OF OPERATIONS

Atossa Therapeutics, Inc. (the Company) was incorporated on April 30, 2009, in the State of Delaware to develop and market medical devices, laboratory tests and therapeutics to address breast health conditions. The Company is focused on developing proprietary innovative medicines in areas of significant unmet medical need in oncology, with a current focus on breast cancer and other breast conditions. The Company's fiscal year ends on December 31.

Note 10 - Fair Value of Financial Instruments (Details Textual) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Recurring [Member]
Financial Liabilities Fair Value Disclosure	$ 0	$ 0

Note 16 - Stock Based Compensation (Tables)

6 Months Ended

Jun. 30, 2023

Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

	*Three Months Ended June 30,*				*Six Months Ended June 30,*
	*2023*		*2022*		*2023*		*2022*
Risk-free interest rate		3.27% - 3.89%		2.87% - 3.02%		3.27% - 4.25%		1.86% - 3.02%
Expected term (in years)		5.31 - 6.16		5.19 - 6.11		5.31 - 6.16		5.19 - 6.11
Dividend yield		-		-		-		-
Expected volatility		104% - 129%		114% - 126%		103% - 129%		114% - 128%

Share-Based Payment Arrangement, Option, Activity [Table Text Block]

	*Number of Underlying Shares*			*Weighted-Average Exercise Price Per Share*		*Weighted-Average Contractual Life Remaining in Years*		*Aggregate Intrinsic Value*
Outstanding as of January 1, 2023		13,906		$	2.35
Granted		6,691		$	0.82			$	27
Exercised		-			-
Forfeited		(419	)	$	0.90
Expired		(4	)	$	870.40
Outstanding as of June 30, 2023		20,174		$	1.68		8.12	$	3,252
Exercisable as of June 30, 2023		12,823		$	2.12		7.25	$	489
Vested and expected to vest		20,174		$	1.68		8.12	$	3,252

Share-Based Payment Arrangement, Option [Member]

Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]

	*Three Months Ended June 30,*				*Six Months Ended June 30,*
	*2023*		*2022*		*2023*		*2022*
General and administrative	$	1,156	$	1,140	$	2,211	$	2,323
Research and development		447		631		965		1,254
Total stock compensation expense	$	1,603	$	1,771	$	3,176	$	3,577

Note 5 - Restricted Cash (Details Textual) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022
Restricted Cash and Cash Equivalents, Total	$ 110	$ 110	$ 110

Note 10 - Fair Value of Financial Instruments

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Text Block]

NOTE 10: FAIR VALUE OF FINANCIAL INSTRUMENTS

The following tables present the Company’s fair value hierarchy for all of its financial assets and liabilities, by major security type, measured at fair value on a recurring basis:

June 30, 2023	Estimated Fair Value		Level 1		Level 2		Level 3

Assets:
Money market account	$	97,182	$	97,182	$	-	$	-

December 31, 2022	Estimated Fair Value		Level 1		Level 2		Level 3
Assets:
Money market account	$	102,681	$	102,681	$	-	$	-

There were no transfers between Level 1 and Level 3 for the three and six months ended June 30, 2023. The Company did not have any financial liabilities subject to fair value measurements on a recurring basis as of June 30, 2023 and December 31, 2022.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Note 16 - Stock Based Compensation

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Text Block]

NOTE 16: STOCK-BASED COMPENSATION

On March 24, 2020, the Board approved the adoption of the 2020 Stock Incentive Plan (the 2020 Plan) to provide for the grant of equity-based awards to employees, officers, non-employee directors and other key persons providing services to the Company. No awards may be granted under the 2020 Plan after the date that is 10 years from the date of stockholder approval. An aggregate of 3,000 shares of common stock was initially reserved for issuance in connection with awards granted under the 2020 Plan. On May 14, 2021, the stockholders approved an additional 15,000 shares available for issuance under the 2020 Plan. 1,979 shares were available for future grants under the 2020 Plan as of June 30, 2023.

On September 28, 2010, the Board approved the adoption of the 2010 Stock Option and Incentive Plan (the 2010 Plan) to provide for the grant of equity-based awards to employees, officers, non-employee directors and other key persons providing services to the Company. Awards of incentive stock options could be granted under the 2010 Plan until September 2020. Awards may no longer be granted under this plan.

The Company granted 4,230 and 6,691 options to purchase shares of common stock under the 2020 Plan to employees and directors during the three and six months ended June 30, 2023, respectively. For the three and six months ended June 30, 2022, the Company granted 1,128 and 3,849 options, respectively. The weighted average grant date fair value of options granted during the three and six months ended June 30, 2023 was $0.74 and $0.69, respectively, and $0.80 and $0.99, respectively, for the same periods in 2022. There were no stock options exercised during the three and six months ended June 30, 2023 and 2022.

The fair value of stock options granted was calculated using the Black-Scholes option-pricing model applying the following assumptions:

	*Three Months Ended June 30,*				*Six Months Ended June 30,*
	*2023*		*2022*		*2023*		*2022*
Risk-free interest rate		3.27% - 3.89%		2.87% - 3.02%		3.27% - 4.25%		1.86% - 3.02%
Expected term (in years)		5.31 - 6.16		5.19 - 6.11		5.31 - 6.16		5.19 - 6.11
Dividend yield		-		-		-		-
Expected volatility		104% - 129%		114% - 126%		103% - 129%		114% - 128%

The Company recognized stock-based compensation expense, which was included under the following captions in the Condensed Consolidated Statements of Operations:

	*Three Months Ended June 30,*				*Six Months Ended June 30,*
	*2023*		*2022*		*2023*		*2022*
General and administrative	$	1,156	$	1,140	$	2,211	$	2,323
Research and development		447		631		965		1,254
Total stock compensation expense	$	1,603	$	1,771	$	3,176	$	3,577

In accordance the May 26, 2023 severance agreement with the former Chief Financial Officer (CFO), fifty percent of the shares of common stock underlying his unvested options accelerated. For the three and six months ended June 30, 2023, the company has recorded $320 of compensation expense related to these options. In accordance with the severance agreement, the CFO's vested options do not expire until the end of their contractual term. The Company is also obligated to pay $554 over the next six months for salary and bonus to the former CFO in accordance with his severance agreement.

Options issued and outstanding as of June 30, 2023, and related activities during the six months ended June 30, 2023, were as follows:

	*Number of Underlying Shares*			*Weighted-Average Exercise Price Per Share*		*Weighted-Average Contractual Life Remaining in Years*		*Aggregate Intrinsic Value*
Outstanding as of January 1, 2023		13,906		$	2.35
Granted		6,691		$	0.82			$	27
Exercised		-			-
Forfeited		(419	)	$	0.90
Expired		(4	)	$	870.40
Outstanding as of June 30, 2023		20,174		$	1.68		8.12	$	3,252
Exercisable as of June 30, 2023		12,823		$	2.12		7.25	$	489
Vested and expected to vest		20,174		$	1.68		8.12	$	3,252

On June 30, 2023, there were 7,351 unvested options outstanding, and the related unrecognized total compensation cost associated with these options was $5,297. This expense is expected to be recognized over a weighted-average period of 2.35 years from June 30, 2023.

Defined Contribution Plan

The Company has a defined contribution plan to which employees of the Company may defer contributions for income tax purposes. Participants are eligible to receive employer matching contributions up to 6% of deferrals. Employees may also be eligible for a discretionary match over 6%. Defined contribution plan employer matching contributions for the three and six months ended June 30, 2023, were $50 and $106, respectively and for the same periods in 2022, were $36 and $68, respectively.

Note 5 - Restricted Cash

6 Months Ended

Jun. 30, 2023

Restricted Assets Disclosure [Text Block]

NOTE 5: RESTRICTED CASH

The Company's restricted cash balance of $110 as of June 30, 2023 and December 31, 2022, consisted entirely of cash pledged as security for the Company’s issued commercial credit cards.

Note 15 - Commitments and Contingencies (Details Textual) - USD ($) $ in Thousands			3 Months Ended		6 Months Ended
	Jun. 26, 2023	Jan. 01, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Lessee, Operating Lease, Monthly Rent Payments	$ 3	$ 2
Operating Lease, Expense			$ 3	$ 2	$ 7	$ 8
Research and Development Arrangement [Member]
Unrecorded Unconditional Purchase Obligation, to be Paid, Remainder of Fiscal Year			$ 908		$ 908

Note 12 - Net Loss Per Share - Schedule of Antidilutive Securities (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Number of potential common shares excluded (in shares)	39,508	35,511	37,974	34,526
Share-Based Payment Arrangement, Option [Member]
Number of potential common shares excluded (in shares)	17,828	13,337	16,294	12,219
Series B Convertible Preferred Stock [Member]
Number of potential common shares excluded (in shares)	165	165	165	165
Warrant [Member]
Number of potential common shares excluded (in shares)	21,515	22,009	21,515	22,142

Note 4 - Investment in Equity Securities

6 Months Ended

Jun. 30, 2023

Investments in Non-marketable Equity Securities Disclosure [Text Block]

NOTE 4: INVESTMENT IN EQUITY SECURITIES

On December 23, 2022, the Company completed its investment in Dynamic Cell Therapies, Inc. (DCT) a U.S. private company that is in the pre-clinical stage of developing novel Chimeric Antigen Receptor (CAR) T-cell therapies based on technology licensed from a leading U.S. cancer treatment and research institution. In total, the Company paid $4,700 to DCT and received Series Seed Preferred Shares representing approximately 19% of the post-investment outstanding shares of DCT. The investment in DCT does not have readily determinable fair value and has been accounted for as an investment in equity securities on the Condensed Consolidated Balance Sheets at cost less impairment.

The Company considered qualitative impairment factors in determining if there were any signs of impairment of this investment on the balance sheet dates. Specifically, the Company considered the additional adverse changes in the general market condition of the industry in which DCT operates and continued concerns about the investee’s ability to continue as a going concern, due to negative cash flows from operations during the three and six months ended June 30, 2023. Based on these impairment indicators, the Company performed a quantitative fair value measurement as of June 30, 2023. The impairment of the Company's investment in equity securities required the estimation of fair value using unobservable inputs (a level 3 fair value estimate). The Company used the dynamic options approach, which requires assumptions regarding the expected average volatility of comparable companies, the expected term of our investment, and an estimation of an appropriate risk-free interest rate over the term of our investment. The expected stock price volatility assumption is based upon the average historic volatility of comparable public clinical stage immunotherapy or CAR-T companies. The expected term of our investment is 3.5 years and the risk-free interest rate used is based upon prevailing short-term interest rates over the expected term of the investment. The dynamic options approach was weighted at a 50% outcome probability. An adjusted book value approach was also considered and also weighted at a 50% probability due to DCT's limited cash on hand, status of current fundraising efforts and the estimated timing of a deemed liquidation event occurring as of June 30, 2023. The resulting quantitative valuation concluded that the investment was impaired, accordingly, an impairment charge of $2,990 was recorded in the Condensed Consolidated Statements of Operations as of June 30, 2023.

The following table summaries the changes in the Company's Level 3 fair value estimate Investment in equity securities for the three and six months ended June 30, 2023:

Investment in equity securities:
Beginning balance January 1, 2023	$	4,700
Impairment charge on investment in equity securities		(2,990	)
Ending balance June 30, 2023	$	1,710

Note 16 - Stock Based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Stock compensation expense	$ 1,603	$ 1,771	$ 3,176	$ 3,577
General and Administrative Expense [Member]
Stock compensation expense	1,156	1,140	2,211	2,323
Research and Development Expense [Member]
Stock compensation expense	$ 447	$ 631	$ 965	$ 1,254

Note 10 - Fair Value of Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2023

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

June 30, 2023	Estimated Fair Value		Level 1		Level 2		Level 3

Assets:
Money market account	$	97,182	$	97,182	$	-	$	-

December 31, 2022	Estimated Fair Value		Level 1		Level 2		Level 3
Assets:
Money market account	$	102,681	$	102,681	$	-	$	-

Note 2 - Liquidity and Capital Resources

6 Months Ended

Jun. 30, 2023

Liquidity and Capital Resources [Text Block]

NOTE 2: LIQUIDITY AND CAPITAL RESOURCES

The Company has incurred net losses and negative operating cash flows since inception. For the six months ended June 30, 2023, the Company recorded a net loss of $16,111 and used $11,487 of cash in operating activities. As of June 30, 2023, the Company had $99,390 in unrestricted cash and cash equivalents and working capital of $102,525. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs, and it believes it will need to continue to raise substantial additional capital to accomplish its business plan over the next several years. Management believes its currently available cash and cash equivalents will be sufficient to finance the Company’s operations for at least one year from the date these Condensed Consolidated Financial Statements are issued. The Company plans to continue to fund its losses from operations and capital funding needs through a combination of public or private equity offerings, debt financings or other sources, including potential corporate collaborations, licenses and other similar arrangements. There can be no assurance as to the availability or terms upon which such financing and capital might be available in the future. If the Company is unable to secure additional funding, it may be forced to curtail or suspend its business plans.

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (9,830)	$ (6,672)	$ (16,111)	$ (11,457)
Adjustments to reconcile net loss to net cash used in operating activities
Compensation cost for stock options granted			3,176	3,577
Depreciation and amortization			6	4
Impairment charge on investment in equity securities	2,990	(0)	2,990	(0)
Disposal of assets			0	1
Changes in operating assets and liabilities:
Prepaid expenses			(1,728)	(2,816)
Research and development rebate receivable			6	172
Other current assets			2,416	(377)
Other assets			0	(597)
Accounts payable			(1,943)	335
Accrued expenses			(256)	630
Payroll liabilities			(70)	(309)
Other current liabilities			27	10
Net cash used in operating activities			(11,487)	(10,827)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of furniture and equipment			(13)	(13)
Net cash used in investing activities			(13)	(13)
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash used in financing activities			0	0
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH			(11,500)	(10,840)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING BALANCE			111,000	136,487
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE	99,500	125,647	99,500	125,647
SUPPLEMENTAL DISCLOSURES
Cash and cash equivalents	99,390	125,537	99,390	125,537
Restricted cash	110	110	110	110
Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows	$ 99,500	$ 125,647	99,500	125,647
NONCASH INVESTING AND FINANCING ACTIVITIES
Unsettled trades for repurchase of common stock			$ 152	$ 0

Note 16 - Stock Based Compensation - Valuation Assumptions (Details) - Share-Based Payment Arrangement, Option [Member]	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Minimum [Member]
Risk-free interest rate	3.27%	2.87%	3.27%	1.86%
Expected term (in years) (Year)	5 years 3 months 21 days	5 years 2 months 8 days	5 years 3 months 21 days	5 years 2 months 8 days
Expected volatility	104.00%	114.00%	103.00%	114.00%
Maximum [Member]
Risk-free interest rate	3.89%	3.02%	4.25%	3.02%
Expected term (in years) (Year)	6 years 1 month 28 days	6 years 1 month 9 days	6 years 1 month 28 days	6 years 1 month 9 days
Expected volatility	129.00%	126.00%	129.00%	128.00%

Note 12 - Net Loss Per Share

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Text Block]

NOTE 12: NET LOSS PER SHARE

Basic net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding. In addition, in computing the dilutive effect of convertible securities, the numerator is adjusted to add back any convertible preferred dividends. Diluted net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock that would have been outstanding during the period assuming the issuance of shares of common stock for all potential dilutive shares of common stock outstanding. Potential shares of common stock consist of potential future exercises of outstanding stock options and common stock warrants. Because the inclusion of potential shares of common stock would be anti-dilutive for all periods presented, they have been excluded from the calculation.

The Company’s common stock warrants and preferred stock contractually entitle the holders of such securities to participate in dividends but do not contractually require the holders of such securities to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive shares of common stock are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the three and six months ended June 30, 2023 and 2022.

The following table sets forth the weighted average number of common share equivalents excluded from the calculation of net loss per diluted share because including them would be anti-dilutive:

	*Three Months Ended June 30,*				*Six Months Ended June 30,*
	*2023*		*2022*		*2023*		*2022*
Options to purchase common stock		17,828		13,337		16,294		12,219
Series B convertible preferred stock		165		165		165		165
Warrants to purchase common stock		21,515		22,009		21,515		22,142
		39,508		35,511		37,974		34,526

Note 17 - Subsequent Event (Details Textual) - USD ($) shares in Thousands, $ in Thousands	1 Months Ended	3 Months Ended	6 Months Ended
	Aug. 10, 2023	Jun. 30, 2023	Jun. 30, 2023
Treasury Stock, Value, Acquired, Cost Method		$ 152
Share Repurchase Program [Member]
Treasury Stock, Shares, Acquired (in shares)			119
Treasury Stock, Value, Acquired, Cost Method			$ 152
Share Repurchase Program [Member] \| Subsequent Event [Member]
Treasury Stock, Shares, Acquired (in shares)	720
Treasury Stock, Value, Acquired, Cost Method	$ 868

Note 8 - Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Research and development	$ 559	$ 1,038
Professional Services	244	21
Total accrued liabilities	$ 803	$ 1,059

Note 17 - Subsequent Event

6 Months Ended

Jun. 30, 2023

Subsequent Events [Text Block]

NOTE 17: SUBSEQUENT EVENT

From July 1, 2023 through August 10, 2023, 720 shares were purchased for a total cost of $868 under the share repurchase program.

Note 6 - Prepaid Expenses

6 Months Ended

Jun. 30, 2023

Prepaid Expenses [Text Block]

NOTE 6: PREPAID EXPENSES

Prepaid expenses consisted of the following:

	*As of June 30,*		*As of December 31,*
	*2023*		*2022*
Prepaid research and development	$	4,918	$	3,480
Prepaid insurance		509		387
Professional services		191		130
Other		141		34
Total prepaid expenses	$	5,759	$	4,031

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating expenses
Research and development	$ 3,705	$ 3,433	$ 7,213	$ 4,937
General and administrative	4,088	3,162	7,678	6,411
Total operating expenses	7,793	6,595	14,891	11,348
Operating loss	(7,793)	(6,595)	(14,891)	(11,348)
Impairment charge on investment in equity securities	(2,990)	0	(2,990)	0
Interest income	983	11	1,833	13
Other expense, net	(30)	(88)	(63)	(122)
Loss before income taxes	(9,830)	(6,672)	(16,111)	(11,457)
Income taxes	0	0	0	0
Net loss	$ (9,830)	$ (6,672)	$ (16,111)	$ (11,457)
Loss per share of common stock - basic and diluted (in dollars per share)	$ (0.08)	$ (0.05)	$ (0.13)	$ (0.09)
Weighted average shares outstanding - basic and diluted (in shares)	126,623	126,624	126,623	126,624

Note 9 - Payroll Liabilities - Schedule of Payroll Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Accrued bonuses	$ 507	$ 1,060
Accrued vacation	232	224
Accrued payroll	716	241
Total payroll liabilities	$ 1,455	$ 1,525

Significant Accounting Policies (Policies)	6 Months Ended
Significant Accounting Policies (Policies)	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Accounting, Policy [Policy Text Block]	Basis of Presentation The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all information and notes required by GAAP for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K of the Company for the year ended December 31, 2022. The year-end Condensed Consolidated Balance Sheet presented in this report was derived from audited consolidated financial statements but does not include all disclosures required by GAAP. All amounts in the Condensed Consolidated Financial Statements and the notes thereto have been presented in thousands, except for par value and other per share data. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included and have been prepared on the same basis as the annual consolidated financial statements. Operating results for the six months ended June 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.
Reclassification, Comparability Adjustment [Policy Text Block]	*Reclassification* Interest income has been reclassified from prior period amounts to conform to the current year presentation.
Use of Estimates, Policy [Policy Text Block]	Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Segment Reporting, Policy [Policy Text Block]	Segments The Company operates as a single segment. Operating segments are identified as the components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions regarding resource allocation and in assessing performance. To date, our chief operating decision maker has made such decisions and assessed performance at the Company-level as a single segment.
Cash and Cash Equivalents, Policy [Policy Text Block]	Cash and Cash Equivalents Cash and cash equivalents include unrestricted cash and all highly liquid instruments with maturities of three months or less at the date of purchase.
Equity Securities without Readily Determinable Fair Value [Policy Text Block]	Investments in Equity Securities The Company currently has one investment in non-marketable securities. This investment does not have a readily determinable fair value, so the Company has elected to measure the investment at cost in accordance with Accounting Standards Codification ASC 321 – Equity. At each reporting period, the Company will perform an assessment to determine if it still qualifies for this measurement alternative. The Company considers qualitative impairment factors in determining if there are any signs of impairment. Once a decline in fair value is determined, an impairment charge is recorded to Impairment charge on investment in equity securities in the Condensed Consolidated Statement of Operations and a new basis in the investment is established. If market, industry, and/or investee conditions deteriorate, we may incur future impairments. Refer to Note 4.
Fair Value Measurement, Policy [Policy Text Block]	Fair Value Measurements The Company records financial assets and liabilities measured on a recurring and non-recurring basis, as well as all non-financial assets and liabilities subject to fair value measurement at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The accounting guidance establishes a hierarchy for inputs used in measuring fair value that minimizes the use of unobservable inputs by requiring the use of observable market data when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on active market data. Unobservable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. The fair value hierarchy is broken down into the three input levels summarized below: ● Level 1 —Valuations are based on quoted prices in active markets for identical assets or liabilities and readily accessible by us at the reporting date. ● Level 2 —Valuations based on inputs other than the quoted prices in active markets that are observable either directly or indirectly in active markets. ● Level 3 —Valuations based on unobservable inputs in which there are little or no market data, which require the Company to develop its own assumptions. The carrying amounts reflected in the accompanying Condensed Consolidated Balance Sheets for cash and cash equivalents, restricted cash, prepaid expenses, research and development rebate receivable, other current assets, accounts payable, accrued expenses, payroll liabilities and other current liabilities approximate their fair values due to their short-term nature. Refer to Note 10.
Research and Development Expense, Policy [Policy Text Block]	*Research and Development* Research and development (R&D) costs are generally expensed as incurred. R&D expenses include, for example, manufacturing expenses for the Company's drugs under development, expenses associated with preclinical studies, clinical trials and associated salaries, bonuses, stock-based compensation and benefits. The Company has entered into various research and development contracts with research institutions, clinical research organizations (CROs), clinical manufacturing organizations (CMOs) and other companies. Payments for these activities are based on the terms of the individual agreements, which may differ from the timing of costs incurred, and payments made in advance of performance are reflected in the Condensed Consolidated Balance Sheets as prepaid expenses. The Company records accruals for estimated costs incurred for ongoing research and development activities as reflected in the Condensed Consolidated Balance Sheets as accrued expenses. When evaluating the adequacy of the accrued expenses, the Company analyzes progress of the services, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates may be used in determining the prepaid expense or accrued expense balances at the end of any reporting period. Actual results could differ from the Company’s estimates. R&D expenses also include an allocation of the CEO's salary and related benefits, including bonus and non-cash stock-based compensation expense, based on an estimate of his total hours spent on R&D activities. The Company's CEO is involved in the development of the Company's drug candidates and oversight of the related clinical trial activity.
Share-Based Payment Arrangement [Policy Text Block]	*Stock-based Payments* The Company measures and recognizes compensation expense for all stock-based payment awards made to employees, officers, non-employee directors, and other key persons providing services to the Company, currently limited to stock options. Stock compensation expense is based on the estimated grant date fair value and is recognized as an expense over the requisite service period. The Company has made a policy election to recognize forfeitures when they occur. The fair value of each stock option grant is estimated using the Black-Scholes option-pricing model, which requires assumptions regarding the expected volatility of the stock options, the expected life of the options, an expectation regarding future dividends on the Company’s common stock, and an estimate of the appropriate risk-free interest rate. The Company’s expected common stock price volatility assumption is based upon the historical volatility of its stock price. The Company has elected the simplified method for the expected life assumption for stock option grants, which averages the contractual term of the options of 10 years with the vesting term, typically one to four years, as the Company does not have sufficient history of option exercise experience. The dividend yield assumption of zero is based upon the fact that the Company has never paid cash dividends and presently has no intention of paying cash dividends in the future. The risk-free interest rate used for each grant was based upon prevailing short-term interest rates over the expected life of the options as of the grant date.
Foreign Currency Transactions and Translations Policy [Policy Text Block]	Foreign Currency Translation and Transactions The majority of the Company's operations occur in entities that have the U.S. dollar as their functional currency. Subsidiary assets and liabilities translated into U.S. dollars at rates of exchange in effect at the end of the period. Expense amounts are translated using the average exchange rates for the period.

Note 13 - Income Taxes (Details Textual) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Income Tax Expense (Benefit), Total	$ 0	$ 0	$ 0	$ 0	$ 0

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Note 6 - Prepaid Expenses - Schedule of Prepaid Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Prepaid research and development	$ 4,918	$ 3,480
Prepaid insurance	509	387
Professional services	191	130
Other	141	34
Total prepaid expenses	$ 5,759	$ 4,031

Note 7 - Research and Development Rebate Receivable (Details Textual) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Research and Development Expense	$ 3,705	$ 3,433	$ 7,213	$ 4,937
Research and Development Tax Rebate Receivable	737		737		$ 743
Atossa Genetics AUS Pty Ltd [Member]
Research and Development Expense	34	607	86	930
Research and Development Cash Rebate	0	629	0	629
Research and Development Tax Rebate Receivable	737		737		$ 743
Research and Development Expense, Reduced Amount Due to Tax Rebate	$ 10	$ 264	$ 37	$ 404

Note 11 - Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2023

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

	Outstanding Warrants to Purchase Shares		Exercise Price Per Share		Expiration Date
December 2020 warrants		6,490	$	1.00	December 11, 2024-June 21, 2025
January 2021 warrants		4,500	$	1.055	July 8, 2025
March 2021 warrants		10,525	$	2.88	September 22, 2025
		21,515

Note 8 - Accrued Expenses (Tables)

6 Months Ended

Jun. 30, 2023

Schedule of Accrued Liabilities [Table Text Block]

	*As of June 30,*		*As of December 31,*
	*2023*		*2022*
Research and development	$	559	$	1,038
Professional Services		244		21
Total accrued liabilities	$	803	$	1,059

Note 3 - Summary of Accounting Policies (Details Textual)	6 Months Ended
	Jun. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate	0.00%
Number of Operating Segments	1
Maximum [Member]
Finite-Lived Intangible Asset, Useful Life (Year)	10 years
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Vesting Term (Year)	4 years
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Vesting Term (Year)	1 year

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 99,390	$ 110,890
Restricted cash	110	110
Prepaid expenses	5,759	4,031
Research and development rebate receivable	737	743
Other current assets	7	2,423
Total current assets	106,003	118,197
Investment in equity securities	1,710	4,700
Other assets	642	635
Total Assets	108,355	123,532
Current liabilities
Accounts payable	1,174	2,965
Accrued expenses	803	1,059
Payroll liabilities	1,455	1,525
Other current liabilities	46	19
Total current liabilities	3,478	5,568
Total Liabilities	3,478	5,568
Commitments and contingencies (Note 15)
Stockholders' equity
Series B convertible preferred stock - $0.001 par value; 10,000 shares authorized; 1 share issued and outstanding as of June 30, 2023 and December 31, 2022	0	0
Common stock - $0.18 par value; 175,000 shares authorized; 126,505 and 126,624 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively	22,792	22,792
Additional paid-in capital - common stock	253,960	250,784
Treasury stock, at cost; 119 and 0 shares of common stock at June 30, 2023 and December 31, 2022, respectively	(152)	0
Accumulated deficit	(172,305)	(156,194)
Total Stockholders' Equity	104,877	117,964
Total Liabilities and Stockholders' Equity	108,355	123,532
Series B Preferred Stock [Member]
Stockholders' equity
Additional paid-in capital - Series B convertible preferred stock	$ 582	$ 582

Note 7 - Research and Development Rebate Receivable

6 Months Ended

Jun. 30, 2023

Research and Development Tax Rebate Receivable [Text Block]

NOTE 7: RESEARCH AND DEVELOPMENT REBATE RECEIVABLE

On May 23, 2017, the Company formed a wholly owned subsidiary in Australia called Atossa Genetics AUS Pty Ltd. The purpose of this subsidiary is to perform R&D activities, including some of the Company's clinical trials. Australia offers an R&D cash rebate of $0.435 per dollar spent on qualified R&D activities incurred in the country. For entities with over 80% of revenue from passive sources, the rate increases to $0.485 per dollar. The Australian R&D tax incentive program is a self-assessment process, and as such, the Australian Government has the right to review the Company’s program and related expenditures for a period of four years. If such a review were to occur, and as a result of the review and failure of a related appeal, a qualified program and related expenditures could be disqualified, and the respective R&D rebates of $2,028 collected could be recalled with penalties and interest. The Company uses the grant accounting model by analogy to International Accounting Standards (IAS) 20 to account for the cash rebates received from the Australian government.

During the three and six months ended June 30, 2023, the Company incurred qualified R&D expenses in Australia of $34 and $86, respectively. Qualified R&D expenses incurred by the Company were $607 and $930 during the three and six months ended June 30, 2022, respectively. There were no collections of R&D cash rebates during the six months ended June 30, 2023. The Company collected R&D cash rebates of $629 during the six months ended June 30, 2022. At June 30, 2023 and December 31, 2022, the Company had total R&D rebate receivables of $737 and $743, respectively. The Company records the R&D rebate credit in the period in which it incurs the associated R&D cost. As such, the rebate reduced the Research and development expense line item in the Condensed Consolidated Statements of Operations by $10 and $37 for the three and six months ended June 30, 2023, respectively, and $264 and $404 for the same periods in 2022, respectively.

Note 16 - Stock Based Compensation (Details Textual) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands			3 Months Ended		6 Months Ended
	May 26, 2023	May 14, 2021	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Mar. 24, 2020
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)					6,691
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period (in shares)					(0)
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares (in shares)			7,351		7,351
Defined Contribution Plan, Employer Matching Contribution, Percent of Match					6.00%
Defined Contribution Plan, Cost			$ 50	$ 36	$ 106	$ 68
Former Chief Financial Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Accelerated Vesting, Percentage Outstanding	50.00%
Share-Based Payment Arrangement, Accelerated Cost	$ 320
Supplemental Unemployment Benefits, Severance Benefits	$ 554
Share-Based Payment Arrangement, Option [Member]
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount			$ 5,297		$ 5,297
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)					2 years 4 months 6 days
The 2020 Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares)							3,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized (in shares)		15,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)			4,230	1,128	6,691	3,849
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share)			$ 0.74	$ 0.80	$ 0.69	$ 0.99
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period (in shares)			0	0	0	0
The 2020 Stock Incentive Plan [Member] \| Share-Based Payment Arrangement, Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares)			1,979		1,979

Note 14 - Concentration of Credit Risk

6 Months Ended

Jun. 30, 2023

Concentration Risk Disclosure [Text Block]

NOTE 14: CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of deposits of cash and cash equivalents including those deposited in money market deposit accounts. Accounts at each institution that contain specified types of deposits are insured by the Federal Deposit Insurance Corporation (FDIC) for up to $250. As of June 30, 2023 and December 31, 2022, the Company had deposits of $99,208 and $110,647, respectively, of cash and cash equivalents in excess of the FDIC insured limit.

Note 11 - Stockholders' Equity - Outstanding Warrants (Details) shares in Thousands	Jun. 30, 2023 $ / shares shares
Outstanding Warrants to Purchase Shares (in shares)	21,515
The 2020 Warrants [Member]
Outstanding Warrants to Purchase Shares (in shares)	6,490
Exercise Price (in dollars per share) \| $ / shares	$ 1.00
The January 2021 Warrants [Member]
Outstanding Warrants to Purchase Shares (in shares)	4,500
Exercise Price (in dollars per share) \| $ / shares	$ 1.055
March 2021 Warrants [Member]
Outstanding Warrants to Purchase Shares (in shares)	10,525
Exercise Price (in dollars per share) \| $ / shares	$ 2.88

Note 9 - Payroll Liabilities (Tables)

6 Months Ended

Jun. 30, 2023

Schedule of Payroll Liabilities [Table Text Block]

	*As of June 30,*		*As of December 31,*
	*2023*		*2022*
Accrued bonuses	$	507	$	1,060
Accrued vacation		232		224
Accrued payroll		716		241
Total payroll liabilities	$	1,455	$	1,525

Note 10 - Fair Value of Financial Instruments - Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring [Member] - Money Market Funds [Member] - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Money market account	$ 97,182	$ 102,681
Fair Value, Inputs, Level 1 [Member]
Money market account	97,182	102,681
Fair Value, Inputs, Level 2 [Member]
Money market account	0	0
Fair Value, Inputs, Level 3 [Member]
Money market account	$ 0	$ 0

Note 9 - Payroll Liabilities

6 Months Ended

Jun. 30, 2023

Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block]

NOTE 9: PAYROLL LIABILITIES

Payroll liabilities consisted of the following:

	*As of June 30,*		*As of December 31,*
	*2023*		*2022*
Accrued bonuses	$	507	$	1,060
Accrued vacation		232		224
Accrued payroll		716		241
Total payroll liabilities	$	1,455	$	1,525

Note 11 - Stockholders' Equity (Details Textual) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 27, 2023	Dec. 31, 2022	May 19, 2014
Number of Shares Authorized to Issue (in shares)	185,000,000		185,000,000
Common Stock, Shares Authorized (in shares)	175,000,000		175,000,000			175,000,000
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.18		$ 0.18			$ 0.18
Preferred Stock, Shares Authorized (in shares)	10,000,000		10,000,000			10,000,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.001		$ 0.001			$ 0.001
Stockholder Rights Agreement, Number of Preferred Stock Right Distributed for Each Share of Common Stock (in shares)							1
Stockholder Rights Agreement, Acquiring Person, Percentage of Ownership							15.00%
Stockholder Rights Agreement, Acquiring Person, Additional Percentage of Ownership							2.00%
Stockholder Rights Agreement, Initial Exercise Price of Each Right (in dollars per share)							$ 15.00
Stockholder Rights Agreement, Share Price (in dollars per share)							$ 30.00
Treasury Stock, Value, Acquired, Cost Method	$ 152,000
Treasury Stock, Common, Shares (in shares)	119,000		119,000			0
Preferred Stock, Shares Issued (in shares)	1,000		1,000			1,000
Consummate a Business Combination, Percentage of Acquired Outstanding Shares	50.00%		50.00%
Consummate a Business Combination, Percentage of Aggregate Ordinary Voting Power	50.00%		50.00%
Class of Warrant or Right, Outstanding (in shares)	21,515,000		21,515,000
Class of Warrant or Right, Exercised During Period (in shares)	0	0	0	0
The 2020 Liability Warrants [Member]
Warrants and Rights Outstanding, Term (Year)	4 years		4 years
Warrants Associated with 2020 Offering Consisting of Common Stock and Warrants [Member]
Warrants and Rights Outstanding, Term (Year)	4 years 6 months		4 years 6 months
The 2020 Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)	1		1
Warrants Exercisable, Ownership Percentage of Company’s Shares Allowed	4.99%		4.99%
Common Stock, Convertible, Ownership Percentage of Company’s Shares Allowed	9.99%		9.99%
Class of Warrant or Right, Outstanding (in shares)	6,490,000		6,490,000
Series A Junior Participating Preferred Stock [Member]
Preferred Stock, Shares Authorized (in shares)	750,000		750,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.001		$ 0.001
Preferred Stock, Shares Issued (in shares)	0		0			0
Series A Convertible Preferred Stock [Member]
Preferred Stock, Shares Authorized (in shares)	4,000		4,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.001		$ 0.001
Preferred Stock, Shares Issued (in shares)	0		0			0
Series B Convertible Preferred Stock [Member]
Preferred Stock, Shares Authorized (in shares)	25,000		25,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.001		$ 0.001
Preferred Stock, Convertible, Conversion Price (in dollars per share)	$ 3.52		$ 3.52
Series C Convertible Preferred Stock [Member]
Preferred Stock, Shares Authorized (in shares)	20,000		20,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.001		$ 0.001
Preferred Stock, Shares Issued (in shares)	0		0			0
Stated Value per Share	$ 1,000		$ 1,000
Preferred Stock, Convertible, Ownership Percentage of Company’s Shares Allowed	9.99%		9.99%
Share Repurchase Program [Member]
Common Stock, Par or Stated Value Per Share (in dollars per share)					$ 0.18
Stock Repurchase Program, Authorized Amount					$ 10,000,000
Treasury Stock, Shares, Acquired (in shares)			119,000
Treasury Stock, Value, Acquired, Cost Method			$ 152,000
Treasury Stock, Common, Shares (in shares)	119,000		119,000

Note 4 - Investment in Equity Securities - Summary of Changes in Fair Value Estimate (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Beginning balance			$ 4,700
Impairment charge on investment in equity securities	$ (2,990)	$ 0	(2,990)	$ 0
Ending balance	1,710		1,710
Fair Value, Inputs, Level 3 [Member]
Beginning balance			4,700
Impairment charge on investment in equity securities			(2,990)
Ending balance	$ 1,710		$ 1,710

Note 3 - Summary of Accounting Policies

6 Months Ended

Jun. 30, 2023

Basis of Presentation and Significant Accounting Policies [Text Block]

NOTE 3: SUMMARY OF ACCOUNTING POLICIES

Basis of Presentation

The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all information and notes required by GAAP for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K of the Company for the year ended December 31, 2022. The year-end Condensed Consolidated Balance Sheet presented in this report was derived from audited consolidated financial statements but does not include all disclosures required by GAAP. All amounts in the Condensed Consolidated Financial Statements and the notes thereto have been presented in thousands, except for par value and other per share data.

In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included and have been prepared on the same basis as the annual consolidated financial statements. Operating results for the six months ended June 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

Reclassification

Interest income has been reclassified from prior period amounts to conform to the current year presentation.

Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Segments

The Company operates as a single segment. Operating segments are identified as the components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions regarding resource allocation and in assessing performance. To date, our chief operating decision maker has made such decisions and assessed performance at the Company-level as a single segment.

Cash and Cash Equivalents

Cash and cash equivalents include unrestricted cash and all highly liquid instruments with maturities of three months or less at the date of purchase.

Investments in Equity Securities

The Company currently has one investment in non-marketable securities. This investment does not have a readily determinable fair value, so the Company has elected to measure the investment at cost in accordance with Accounting Standards Codification ASC 321 – Equity. At each reporting period, the Company will perform an assessment to determine if it still qualifies for this measurement alternative. The Company considers qualitative impairment factors in determining if there are any signs of impairment.

Once a decline in fair value is determined, an impairment charge is recorded to Impairment charge on investment in equity securities in the Condensed Consolidated Statement of Operations and a new basis in the investment is established. If market, industry, and/or investee conditions deteriorate, we may incur future impairments. Refer to Note 4.

Fair Value Measurements

The Company records financial assets and liabilities measured on a recurring and non-recurring basis, as well as all non-financial assets and liabilities subject to fair value measurement at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.

The accounting guidance establishes a hierarchy for inputs used in measuring fair value that minimizes the use of unobservable inputs by requiring the use of observable market data when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on active market data. Unobservable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances.

The fair value hierarchy is broken down into the three input levels summarized below:

● Level 1 —Valuations are based on quoted prices in active markets for identical assets or liabilities and readily accessible by us at the reporting date.

● Level 2 —Valuations based on inputs other than the quoted prices in active markets that are observable either directly or indirectly in active markets.

● Level 3 —Valuations based on unobservable inputs in which there are little or no market data, which require the Company to develop its own assumptions.

The carrying amounts reflected in the accompanying Condensed Consolidated Balance Sheets for cash and cash equivalents, restricted cash, prepaid expenses, research and development rebate receivable, other current assets, accounts payable, accrued expenses, payroll liabilities and other current liabilities approximate their fair values due to their short-term nature. Refer to Note 10.

Research and Development

Research and development (R&D) costs are generally expensed as incurred. R&D expenses include, for example, manufacturing expenses for the Company's drugs under development, expenses associated with preclinical studies, clinical trials and associated salaries, bonuses, stock-based compensation and benefits. The Company has entered into various research and development contracts with research institutions, clinical research organizations (CROs), clinical manufacturing organizations (CMOs) and other companies. Payments for these activities are based on the terms of the individual agreements, which may differ from the timing of costs incurred, and payments made in advance of performance are reflected in the Condensed Consolidated Balance Sheets as prepaid expenses. The Company records accruals for estimated costs incurred for ongoing research and development activities as reflected in the Condensed Consolidated Balance Sheets as accrued expenses. When evaluating the adequacy of the accrued expenses, the Company analyzes progress of the services, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates may be used in determining the prepaid expense or accrued expense balances at the end of any reporting period. Actual results could differ from the Company’s estimates.

R&D expenses also include an allocation of the CEO's salary and related benefits, including bonus and non-cash stock-based compensation expense, based on an estimate of his total hours spent on R&D activities. The Company's CEO is involved in the development of the Company's drug candidates and oversight of the related clinical trial activity.

Stock-based Payments

The Company measures and recognizes compensation expense for all stock-based payment awards made to employees, officers, non-employee directors, and other key persons providing services to the Company, currently limited to stock options. Stock compensation expense is based on the estimated grant date fair value and is recognized as an expense over the requisite service period. The Company has made a policy election to recognize forfeitures when they occur.

The fair value of each stock option grant is estimated using the Black-Scholes option-pricing model, which requires assumptions regarding the expected volatility of the stock options, the expected life of the options, an expectation regarding future dividends on the Company’s common stock, and an estimate of the appropriate risk-free interest rate. The Company’s expected common stock price volatility assumption is based upon the historical volatility of its stock price. The Company has elected the simplified method for the expected life assumption for stock option grants, which averages the contractual term of the options of 10 years with the vesting term, typically one to four years, as the Company does not have sufficient history of option exercise experience. The dividend yield assumption of zero is based upon the fact that the Company has never paid cash dividends and presently has no intention of paying cash dividends in the future. The risk-free interest rate used for each grant was based upon prevailing short-term interest rates over the expected life of the options as of the grant date.

Foreign Currency Translation and Transactions

The majority of the Company's operations occur in entities that have the U.S. dollar as their functional currency. Subsidiary assets and liabilities translated into U.S. dollars at rates of exchange in effect at the end of the period. Expense amounts are translated using the average exchange rates for the period.

Note 15 - Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Text Block]

NOTE 15: COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company evaluates all contractual agreements at inception to determine if they contain a lease. Lease liabilities are measured at the present value of lease payments not yet paid, using a discounted cash flow model that requires the use of a discount rate, or incremental borrowing rate. Leases with a term of 12 months or less are considered short-term operating leases and no asset or liability is recognized.

The Company's operating lease consists of an office lease. On November 22, 2022, the Company entered into an operating lease for office space for monthly rent of $2 for a term of 12 months, with no renewal options, commencing January 1, 2023. On June 26, 2023, the Company terminated the existing lease without additional cost and entered a new operating lease for office space with the same landlord for monthly rent of $3 for a term of 12 months commencing July 1, 2023, with no renewal options.

The Company had lease expense under its office lease during the three and six months ended June 30, 2023 of $3 and $7, respectively. Lease expense during the three and six months ended June 30, 2022 was $2 and $8, respectively.

Litigation and Contingencies

The Company is subject to legal proceedings and claims that arise in the normal course of business. The Company believes that these matters are either without merit or of a kind that should not have a material effect, individually or in aggregate, on its financial position, results of operations or cash flows.

Contractual Obligations

Contractual obligations represent the Company's future cash commitments and liabilities under agreements with third party CROs and CMOs. Apart from one CRO contract, such agreements are cancellable upon written notice by the Company. The one non-cancellable contract expires upon completion of the study and release of the final report, or the contract may be terminated by the CRO, by the FDA or another governmental agency. As of June 30, 2023, the Company's estimated non-cancellable commitment was $908.

Note 4 - Investment in Equity Securities (Details Textual) $ in Thousands		3 Months Ended		6 Months Ended
	Dec. 23, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)
Equity Securities without Readily Determinable Fair Value, Impairment Loss, Annual Amount		$ 2,990	$ (0)	$ 2,990	$ (0)
Measurement Input, Expected Term [Member]
Equity Securities without Readily Determinable Fair Value, Measurement Input		3.5		3.5
Measurement Input, Probability [Member] \| Valuation, Dynamic Options Approach [Member]
Equity Securities without Readily Determinable Fair Value, Measurement Input		0.50		0.50
Measurement Input, Probability [Member] \| Valuation, Cost Approach [Member]
Equity Securities without Readily Determinable Fair Value, Measurement Input		0.50		0.50
Dynamic Cell Therapies, Inc. [Member]
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage	19.00%
Dynamic Cell Therapies, Inc. [Member]
Payments to Acquire Equity Securities without Readily Determinable Fair Value	$ 4,700

Note 13 - Income Taxes

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Text Block]

NOTE 13: INCOME TAXES

Deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

As a result of the Company’s cumulative losses, management has concluded that a full valuation allowance against the Company’s net deferred tax assets is appropriate. No income tax liabilities existed as of June 30, 2023 and December 31, 2022 due to the Company’s operating losses.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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Note 6 - Prepaid Expenses (Tables)

6 Months Ended

Jun. 30, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block]

	*As of June 30,*		*As of December 31,*
	*2023*		*2022*
Prepaid research and development	$	4,918	$	3,480
Prepaid insurance		509		387
Professional services		191		130
Other		141		34
Total prepaid expenses	$	5,759	$	4,031

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Preferred Stock [Member] Series B Convertible Preferred Stock [Member]	Preferred Stock Additional Paid-in Capital [Member]	Common Stock Outstanding [Member]	Common Stock [Member]	Common Stock, Additional Paid-in Capital [Member]	Treasury Stock, Common [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Dec. 31, 2021	1		126,624
Balance at Dec. 31, 2021	$ 0	$ 582		$ 22,792	$ 243,996	$ 0	$ (129,234)	$ 138,136
Compensation cost for stock options granted	0	0		0	1,806	0	0	1,806
Net loss	$ 0	0		0	0	0	(4,785)	(4,785)
Balance (in shares) at Mar. 31, 2022	1		126,624
Balance at Mar. 31, 2022	$ 0	582		22,792	245,802	0	(134,019)	135,157
Balance (in shares) at Dec. 31, 2021	1		126,624
Balance at Dec. 31, 2021	$ 0	582		22,792	243,996	0	(129,234)	138,136
Net loss								(11,457)
Balance (in shares) at Jun. 30, 2022	1		126,624
Balance at Jun. 30, 2022	$ 0	582		22,792	247,573	0	(140,691)	130,256
Balance (in shares) at Mar. 31, 2022	1		126,624
Balance at Mar. 31, 2022	$ 0	582		22,792	245,802	0	(134,019)	135,157
Compensation cost for stock options granted	0	0		0	1,771	0	0	1,771
Net loss	$ 0	0		0	0	0	(6,672)	(6,672)
Balance (in shares) at Jun. 30, 2022	1		126,624
Balance at Jun. 30, 2022	$ 0	582		22,792	247,573	0	(140,691)	130,256
Balance (in shares) at Dec. 31, 2022	1		126,624
Balance at Dec. 31, 2022	$ 0	582		22,792	250,784	0	(156,194)	117,964
Compensation cost for stock options granted	0	0		0	1,573	0	0	1,573
Net loss	$ 0	0		0	0	0	(6,281)	(6,281)
Balance (in shares) at Mar. 31, 2023	1		126,624
Balance at Mar. 31, 2023	$ 0	582		22,792	252,357	0	(162,475)	113,256
Balance (in shares) at Dec. 31, 2022	1		126,624
Balance at Dec. 31, 2022	$ 0	582		22,792	250,784	0	(156,194)	117,964
Net loss								(16,111)
Balance (in shares) at Jun. 30, 2023	1		126,505
Balance at Jun. 30, 2023	$ 0	582		22,792	253,960	(152)	(172,305)	104,877
Balance (in shares) at Mar. 31, 2023	1		126,624
Balance at Mar. 31, 2023	$ 0	582		22,792	252,357	0	(162,475)	113,256
Compensation cost for stock options granted	0	0		0	1,603	0	0	1,603
Net loss	$ 0	0		0	0	0	(9,830)	(9,830)
Common stock repurchased (in shares)	0		(119)
Common stock repurchased	$ 0	0		0	0	(152)	0	(152)
Balance (in shares) at Jun. 30, 2023	1		126,505
Balance at Jun. 30, 2023	$ 0	$ 582		$ 22,792	$ 253,960	$ (152)	$ (172,305)	$ 104,877

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

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Note 4 - Investment in Equity Securities (Tables)

6 Months Ended

Jun. 30, 2023

Equity Securities without Readily Determinable Fair Value [Table Text Block]

Investment in equity securities:
Beginning balance January 1, 2023	$	4,700
Impairment charge on investment in equity securities		(2,990	)
Ending balance June 30, 2023	$	1,710

Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Jun. 30, 2023	Aug. 10, 2023
Document Information [Line Items]
Entity Central Index Key	0001488039
Entity Registrant Name	ATOSSA THERAPEUTICS, INC.
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-35610
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	26-4753208
Entity Address, Address Line One	107 Spring Street
Entity Address, Postal Zip Code	98104
Entity Address, City or Town	Seattle
Entity Address, State or Province	WA
City Area Code	206
Local Phone Number	588-0256
Title of 12(b) Security	Common Stock, $0.18 par value
Trading Symbol	ATOS
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		125,785,200

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares shares in Thousands	Jun. 30, 2023	Dec. 31, 2022
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized (in shares)	10,000	10,000
Preferred stock, issued (in shares)	1	1
Preferred stock, outstanding (in shares)	1	1
Common stock, par value (in dollars per share)	$ 0.18	$ 0.18
Common stock, authorized (in shares)	175,000	175,000
Common stock, issued (in shares)	126,505	126,624
Common stock, outstanding (in shares)	126,505	126,624
Treasury stock, shares (in shares)	119	0

Note 2 - Liquidity and Capital Resources (Details Textual) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Net Income (Loss) Attributable to Parent	$ (9,830)	$ (6,281)	$ (6,672)	$ (4,785)	$ (16,111)	$ (11,457)
Net Cash Provided by (Used in) Operating Activities					(11,487)	(10,827)
Cash and Cash Equivalents, at Carrying Value	99,390		$ 125,537		99,390	$ 125,537	$ 110,890
Working Capital (Deficit)	$ 102,525				$ 102,525

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Note 14 - Concentration of Credit Risk (Details Textual) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Cash, Uninsured Amount	$ 99,208	$ 110,647

Note 16 - Stock Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	6 Months Ended
	Jun. 30, 2023
Outstanding, shares (in shares)	13,906
Outstanding, weighted average exercise price per share (in dollars per share)	$ 2.35
Granted (in shares)	6,691
Granted, weighted average exercise price per share (in dollars per share)	$ 0.82
Granted, aggregate intrinsic value	$ 27
Exercised (in shares)	0
Exercised, weighted average exercise price per share (in dollars per share)	$ 0
Forfeited (in shares)	(419)
Forfeited, weighted average exercise price per share (in dollars per share)	$ 0.90
Expired (in shares)	(4)
Expired, weighted average exercise price per share (in dollars per share)	$ 870.40
Outstanding, shares (in shares)	20,174
Outstanding, weighted average exercise price per share (in dollars per share)	$ 1.68
Outstanding, weighted average contractual life remaining in years (Year)	8 years 1 month 13 days
Outstanding, aggregate intrinsic value	$ 3,252
Exercisable, shares (in shares)	12,823
Exercisable, Weighted average exercise price per share (in dollars per share)	$ 2.12
Exercisable, weighted average contractual life remaining in years (Year)	7 years 3 months
Vested and expected to vest, shares (in shares)	20,174
Vested and expected to vest, Weighted average exercise price per share (in dollars per share)	$ 1.68
Vested and expected to vest, weighted average contractual life remaining in years (Year)	8 years 1 month 13 days
Vested and expected to vest, aggregate intrinsic value	$ 3,252

Note 11 - Stockholders' Equity

6 Months Ended

Jun. 30, 2023

Equity [Text Block]

NOTE 11: STOCKHOLDERS’ EQUITY

Common Stock

The Company is authorized to issue a total of 185,000 shares of stock, consisting of 175,000 shares of common stock, par value $0.18 per share, and 10,000 shares of preferred stock, par value $0.001 per share.

On May 19, 2014, the Company adopted a stockholder rights agreement, pursuant to which all stockholders of record on May 26, 2014 received a non-taxable distribution of one preferred stock purchase right for each share of the Company’s common stock held by such stockholder. Each right is attached to and trades with the associated share of common stock. The rights will become exercisable only if one of the following occurs: (1) a person becomes an “Acquiring Person” by acquiring beneficial ownership of 15% or more of the Company’s common stock (or, in the case of a person who beneficially owned 15% or more of the Company’s common stock on the date the stockholder rights agreement was executed, by acquiring beneficial ownership of additional shares representing 2.0% of the Company’s common stock then outstanding (excluding compensatory arrangements)), or (2) a person commences a tender offer that, if consummated, would result in such person becoming an Acquiring Person. If a person becomes an Acquiring Person, each right will entitle the holder, other than the Acquiring Person and certain related parties, to purchase a number of shares of the Company’s common stock with a market value that equals twice the exercise price of the right. The initial exercise price of each right is $15.00, so each holder (other than the Acquiring Person and certain related parties) exercising a right would be entitled to receive $30.00 worth of the Company’s common stock. If the Company is acquired in a merger or similar business combination transaction at any time after a person has become an Acquiring Person, each holder of a right (other than the Acquiring Person and certain related parties) will be entitled to purchase a similar amount of stock of the acquiring entity.

Share Repurchases

On June 27, 2023, the Board of Directors (the Board) authorized a program to repurchase common stock, par value $0.18 per share, up to an aggregate market value of $10,000. The share repurchase program expires on December 31, 2023, but the Board may suspend, modify, or terminate the share repurchase program at any time. As of June 30, 2023, 119 shares were purchased for a cost of $152. Although the trade was not settled as of June 30, 2023, risk, benefits, and economic rewards of the purchased shares were conveyed at the trade date. The repurchased 119 shares were included in Treasury Stock on the Condensed Consolidated Balance Sheets and Condensed Consolidated Statement of Stockholders' Equity.

Series Convertible Preferred Stock

The Company has designated 750 shares of Series A junior participating preferred stock, par value $0.001 per share, 4 shares of Series A convertible preferred stock, par value $0.001 per share, 25 shares of Series B convertible preferred stock, par value $0.001 per share, and 20 shares of Series C convertible preferred stock, par value $0.001 per share, through the filings of certificates of designation with the Delaware Secretary of State. No shares of Series A junior participating preferred stock, Series A convertible preferred stock or Series C convertible preferred stock were outstanding as of June 30, 2023 and December 31, 2022.

Series B Convertible Preferred Stock

Conversion. Each share of Series B convertible preferred stock is convertible at the Company's option at any time, or at the option of the holder at any time, into the number of shares of the Company's common stock determined by dividing the $1,000 stated value per share of the Series B convertible preferred stock by a conversion price of $3.52 per share. In addition, the conversion price per share is subject to adjustment for stock dividends, distributions, subdivisions, combinations or reclassifications. Subject to limited exceptions, a holder of the Series B convertible preferred stock will not have the right to convert any portion of the Series B convertible preferred stock to the extent that, after giving effect to the conversion, the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of shares of our common stock outstanding immediately after giving effect to its conversion.

Fundamental Transactions. In the event the Company effects certain mergers, consolidations, sales of substantially all of its assets, tender or exchange offers, reclassifications or share exchanges in which its common stock is effectively converted into or exchanged for other securities, cash or property, the Company consummates a business combination in which another person acquires 50% of the outstanding shares of its common stock, or any person or group becomes the beneficial owner of 50% of the aggregate ordinary voting power represented by its issued and outstanding common stock, then, upon any subsequent conversion of the Series B convertible preferred stock, the holders of the Series B convertible preferred stock will have the right to receive any shares of the acquiring corporation or other consideration it would have been entitled to receive if it had been a holder of the number of shares of common stock then issuable upon conversion in full of the Series B convertible preferred stock.

Dividends. Holders of Series B convertible preferred stock shall be entitled to receive dividends (on an as-if-converted-to-common-stock basis) in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of common stock.

Voting Rights. Except as otherwise provided in the certificate of designation or as otherwise required by law, the Series B convertible preferred stock has no voting rights.

Liquidation Preference. Upon the Company's liquidation, dissolution or winding-up, whether voluntary or involuntary, holders of Series B convertible preferred stock will be entitled to receive out of the Company's assets, whether capital or surplus, the same amount that a holder of common stock would receive if the Series B convertible preferred stock were fully converted (disregarding for such purpose any conversion limitations under the certificate of designation) to common stock, which amounts shall be paid pari passu with all holders of common stock.

Redemption Rights. The Company is not obligated to redeem or repurchase any shares of Series B convertible preferred stock. Shares of Series B convertible preferred stock are not otherwise entitled to any redemption rights, or mandatory sinking fund or analogous provisions.

Conversion of Series B Convertible Preferred Stock

During the three and six months ended June 30, 2023 and 2022, there were no conversions of Series B convertible preferred stock.

2021 and 2020 Warrants

The terms and conditions of the warrants are as follows:

Exercisability. Each warrant is exercisable at any time and will expire between 4 and 4.5 years from the date of issuance. The warrants are exercisable, at the option of each holder, in whole or in part by delivering to the Company a duly executed exercise notice and payment in full for the number of shares of our common stock purchased upon such exercise, except in the case of a cashless exercise as discussed below. The number of shares of common stock issuable upon exercise of the warrants is subject to adjustment in certain circumstances, including a stock split or, stock dividend on, or a subdivision, combination or recapitalization of the common stock. Upon the merger, consolidation, sale of substantially all of our assets, or other similar transaction, the holders of warrants shall, at the option of the Company, be required to exercise the warrants immediately prior to the closing of the transaction, or such warrants shall automatically expire. Upon such exercise, the holders of warrants shall participate on the same basis as the holders of common stock in connection with the transaction.

Cashless Exercise. If at any time there is no effective registration statement registering, or the prospectus contained therein is not available for issuance of, the shares issuable upon exercise of the warrant, the holder may exercise the warrant on a cashless basis. When exercised on a cashless basis, a portion of the warrant is cancelled in payment of the purchase price payable in respect of the number of shares of the Company's common stock purchasable upon such exercise.

Exercise Price. Each warrant represents the right to purchase one share of common stock. In addition, the exercise price per share is subject to adjustment for stock dividends, distributions, subdivisions, combinations or reclassifications, and for certain dilutive issuances. Subject to limited exceptions, a holder of warrants will not have the right to exercise any portion of the warrant to the extent that, after giving effect to the exercise, the holder, together with its affiliates, and any other person acting as a group together with the holder or any of its affiliates, would beneficially own in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to its exercise. The holder, upon notice to the Company, may increase or decrease the beneficial ownership limitation provisions of the warrant, provided that in no event shall the limitation exceed 9.99% of the number of shares of the Company's common stock outstanding immediately after giving effect to the exercise of the warrant.

Transferability. Subject to applicable laws and restrictions, a holder may transfer a warrant upon surrender of the warrant to us with a completed and signed assignment in the form attached to the warrant. The transferring holder will be responsible for any tax liability that may arise as a result of the transfer.

Exchange Listing. The Company does not intend to apply to list the warrants on any securities exchange or recognized trading system.

Rights as Stockholder. Except as set forth in the warrant, the holder of a warrant, solely in such holder’s capacity as a holder of a warrant, will not be entitled to vote, to receive dividends or to any of the other rights of the Company's stockholders.

Warrants Outstanding

As of June 30, 2023, warrants to purchase 21,515 shares of common stock were outstanding, including:

	Outstanding Warrants to Purchase Shares		Exercise Price Per Share		Expiration Date
December 2020 warrants		6,490	$	1.00	December 11, 2024-June 21, 2025
January 2021 warrants		4,500	$	1.055	July 8, 2025
March 2021 warrants		10,525	$	2.88	September 22, 2025
		21,515

Warrant Activity

There were no warrant exercises during the three and six months ended June 30, 2023 and 2022.

The entire disclosure for equity.

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