UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 15, 2020
Atossa Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-35610 |
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26-4753208 |
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(State or other jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer |
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107 Spring Street Seattle, Washington |
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98104 |
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(Address of principal executive offices) |
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(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))
Securities registered pursuance to Section 12(b) of the Act:
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Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
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Common Stock, $0.18 par value |
ATOS |
NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 15, 2020, the Company held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). The following items of business were considered and voted upon at the Annual Meeting: (1) the election of two Class II directors named in the proxy statement related to the Annual Meeting; (2) the ratification of the selection of BDO USA LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020; (3) the approval of the 2020 Atossa Therapeutics, Inc. 2020 Stock Incentive Plan; (4) to conduct an advisory (non-binding) vote on the compensation of our named executive officers as described in the proxy statement related to the Annual Meeting.
The number of shares of common stock entitled to vote at the Annual Meeting was 9,130,984. The number of shares of common stock present or represented by valid proxy at the annual meeting was 6,206,823. All proposals passed. The number of votes cast for and against, and the number of abstentions and broker non-votes with respect to the matters voted upon at the Annual Meeting, are set forth below:
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(i) |
Election of two Class II Directors |
The stockholders elected two Class II directors as set forth below:
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Nominee |
Votes For |
Votes |
Broker Non-Votes |
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Stephen J. Galli, M.D. |
2,215,692 |
489,918 |
3,501,213 |
| Richard I. Steinhart |
2,201,154 |
504,456 |
3,501,213 |
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(ii) |
Ratification of Auditors |
The stockholders ratified the appointment of BDO USA LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 as set forth below:
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Votes For |
Votes Against |
Abstain |
Broker |
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5,674,903 |
404,566 |
127,354 |
0 |
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(iii) |
Approve the Atossa Therapeutics, Inc. 2020 Stock Option and Incentive Plan and to Increase Authorized Shares under Option Plan |
The stockholders approved the 2020 Stock Incentive Plan as follows:
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Votes For |
Votes Against |
Abstain |
Broker |
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1,515,688 |
1,109,012 |
80,910 |
3,501,213 |
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(iv) |
Non-binding Vote on Executive Compensation |
The stockholders approved an advisory non-binding vote on executive compensation as follows:
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Votes For |
Votes Against |
Abstain |
Broker |
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1,475,800 |
1,136,798 |
93,012 |
3,501,213 |
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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.
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Date: May 19, 2020 |
Atossa Therapeutics, Inc. |
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By: |
/s/ Kyle Guse |
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Kyle Guse |
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Chief Financial Officer, General Counsel and Secretary |
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