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): August 14, 2017

 

Atossa Genetics 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 Seattle, Washington		98104
(Address of principal executive offices)		(Zip Code)

 

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

 

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))

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On August 14, 2017, Atossa Genetics Inc. (the “Company”) issued a press release announcing second quarter 2017 financial results and a company update. A copy of the press release is attached as Exhibit 99.1 to this current report and is incorporated herein by reference.

 

The information in the report, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated August 14, 2017

* * *

 

 

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.

Date: August 14, 2017	Atossa Genetics Inc.
	By:	/s/ Kyle Guse
		Kyle Guse
		Chief Financial Officer, General Counsel and Secretary

 

 

Exhibit Index

Exhibit No.		Description
99.1		Press Release, dated August 14, 2017

 

Exhibit 99.1

 

 

 

Atossa Genetics Announces Second Quarter 2017 Financial Results And Provides Company Update

 

SEATTLE, August 14, 2017 -- Atossa Genetics Inc. (NASDAQ: ATOS) today announced Second Quarter ended June 30, 2017 financial results and provided an update on recent company developments.

 

Steve Quay, President and CEO, commented, “we have reached an important milestone by completing enrollment in both the topical and oral arms of our Phase 1 Endoxifen study. We look forward to announcing preliminary top-line results from the topical arm of our endoxifen study later this quarter.”

 

Recent Corporate Developments

 

Atossa’s important recent developments include the following:

 

●

Completed enrollment in both the oral and topical arms of our proprietary Endoxifen Phase 1 dose escalation study.

 

●

Completed capital raise of approximately $4.4 million gross proceeds.

 

●

Eliminated warrants to purchase approximately 3 million shares of common stock through cashless warrant exercises on June 30 and subsequent to that eliminated warrants to purchase approximately an additional 1.6 million shares of common stock through cash exercises.

 

●

Received multiple positive interim safety assessments from the safety committee on our proprietary Endoxifen Phase 1 dose escalation study.

 

●

Completed the transfer of the Fulvestrant Microcatheter Phase 2 study to Montefiore Medical Center.

 

Q2 2017 Financial Results

 

We are in the research and development phase and we did not generate revenue for the three and six months ended June 30, 2017.

 

Total operating expenses were approximately $1.9 million and $3.6 million for the three and six months ended June 30, 2017, respectively, consisting of general and administrative (G&A) expenses of approximately $1.1 million and $2.2 million, respectively, and research and development (R&D) expenses of approximately $0.8 million and $1.4 million, respectively. Total operating expenses were approximately $1.7 million and $4.0 million for the three and six months ended June 30, 2016, respectively, consisting of G&A expense of approximately $1.6 million and $3.7 million, respectively, and R&D expenses of $0.2 million and $0.3 million, respectively.

 

 

About Atossa Genetics

 

Atossa Genetics Inc., is a clinical-stage pharmaceutical company developing novel therapeutics and delivery methods to treat breast cancer and other breast conditions. For more information, please visit www.atossagenetics.com.

 

Forward-Looking Statements

 

Forward-looking statements in this press release, which Atossa undertakes no obligation to update, are subject to risks and uncertainties that may cause actual results to differ materially from the anticipated or estimated future results, including the risks and uncertainties associated with actions and inactions by the FDA, the outcome or timing of regulatory approvals needed by Atossa, lower than anticipated rate of patient enrollment, results of clinical studies, the safety and efficacy of Atossa’s products and services, performance of clinical research organizations and investigators, obstacles resulting from proprietary rights held by others, such as patent rights, and other risks detailed from time to time in Atossa’s filings with the Securities and Exchange Commission, including without limitation its periodic reports on Form 10-K and 10-Q, each as amended and supplemented from time to time.

 

Atossa Genetics Company Contact:

 

Atossa Genetics Inc.

Kyle Guse

CFO and General Counsel

(O) 800-351-3902

kyle.guse@atossagenetics.com

 

Investor Relations Contact

 

Scott Gordon

CorProminence LLC

377 Oak Street

Concourse 2

Garden City, NY 11530

Office: 516.222.2560

scottg@corprominence.com

 

Source: Atossa Genetics Inc.

 

 

ATOSSA GENETICS INC. 

 

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

 

		June 30,				December 31,
		2017				2016
Assets
Current assets
Cash and cash equivalents		$	3,690,023			$	3,027,962
Restricted cash			55,000				55,000
Prepaid expenses			228,370				171,601
Other accounts receivable			2,736
Total current assets			3,976,129				3,254,563
Furniture and equipment, net			18,989				55,119
Intangible assets, net			585,683				640,440
Other assets			128,577				194,250
Total assets		$	4,709,378			$	4,144,372
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable		$	495,811			$	254,320
Accrued expenses			44,017				16,964
Payroll liabilities			482,420				769,899
Common stock warrant liability			864,371
Other current liabilities			19,157				6,083
Total current liabilities			1,905,776				1,047,266
Commitments and contingencies (note 13)
Stockholders’ equity
Preferred stock - $.001 par value; 10,000,000 shares authorized, consisting of:
Series A convertible preferred stock- $.001 par value; 4,000 and 0 shares authorized, and 839 and 0 shares issued and outstanding, as of June 30, 2017 and December 31, 2016, respectively			1
Additional paid in capital- Series A convertible preferred stock			774,977
Common stock - $.015 par value; 75,000,000 shares authorized, 10,032,410 and 3,786,913 shares issued and outstanding, as of June 30, 2017 and December 31, 2016, respectively			150,486				56,804
Additional paid-in capital			63,126,929				60,344,050
Accumulated deficit			(61,248,791	)			(57,303,748	)
Total stockholders’ equity			2,803,602				3,097,106
Total liabilities and stockholders’ equity		$	4,709,378			$	4,144,372

 

 

ATOSSA GENETICS INC. 

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

(UNAUDITED)

 

		For the Three Months Ended June 30,								For The Six Months Ended June 30,
		2017				2016				2017				2016
Operating expenses:
Research and development		$	824,094			$	168,992			$	1,368,396			$	318,963
General and administrative			1,072,169				1,553,391				2,214,712				3,730,960
Total operating expenses			1,896,263				1,722,383				3,583,108				4,049,923
Operating loss			(1,896,263	)			(1,722,383	)			(3,583,108	)			(4,049,923	)
Change in fair value of common stock warrants			(152,447	)							(152,447	)
Warrant financing expense			(192,817	)							(192,817	)
Other income (expense), net			38								(16,671	)
Loss before income taxes			(2,241,489	)			(1,722,383	)			(3,945,043	)			(4,049,923	)
Income taxes
Net loss		$	(2,241,489	)		$	(1,722,383	)		$	(3,945,043	)		$	(4,049,923	)
Deemed dividends attributable to Series A Preferred Stock			(2,568,132	)							(2,568,132	)
Net loss applicable to common stockholders		$	(4,809,621	)		$	(1,722,383	)		$	(6,513,175	)		$	(4,049,923	)
Loss per common share - basic and diluted		$	(0.64	)		$	(0.67	)		$	(1.15	)		$	(1.63	)
Weighted average shares outstanding, basic and diluted			7,476,046				2,587,871				5,641,671				2,485,853