atos20190327_8k.htm
false 0001488039 0001488039 2022-02-24 2022-02-24
 
 
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): February 28, 2022 (February 24, 2022)
 
Atossa Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
 
 
Delaware
 
001-35610
 
26-4753208
  
 
  
 
 
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)
 
 
 
 
 
 
107 Spring Street
Seattle, Washington
 
 
98104
  
 
 
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (206325-6086
 
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))
 
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. ☐
 
 
 
Securities registered pursuance to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common Stock, $0.18 par value
ATOS
The Nasdaq Capital Market 
 
 
 

 
 
 
Item 2.02. Results of Operations and Financial Condition.
 
On February 28, 2022, Atossa Therapeutics, Inc. (the “Company”) issued a press release announcing the year ended December 31, 2021 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.
 
Item 5.02     Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
 
On February 24, 2022, the Company granted the following stock options (the “Options”) to executives of the Company under the Company’s 2020 Stock Incentive Plan: (i) to Dr. Steven C. Quay, Chairman of the Board, President and Chief Executive Officer, an option to purchase 1,900,000 shares of Company Common Stock; and (ii) to Kyle Guse, Chief Financial Officer, General Counsel and Secretary, an option to purchase 746,667 shares of Company Common Stock.
 
The Options vest quarterly over two years and have an exercise price equal to fair market value of the Company’s Common Stock on the date of grant which was $1.25 per share. The Options are subject to the option agreements and employment agreements with the executives.
 
On February 24, 2022, Dr. Quay and Mr. Guse received a 7.1% and 2.2%, respectively, increase in base salary. Following the increase, Dr. Quay’s base salary is $705,910 and Mr. Guse’s is $466,658. On that date, Dr. Quay was awarded a bonus for 2021 performance equal to 150% of his bonus potential, for a bonus of $494,250, and Mr. Guse was awarded a bonus for 2021 performance equal to 100% of his bonus potential, for a bonus of $205,515.
 
The compensation arrangements were unanimously approved by the Compensation Committee of the Board of Directors.
 
The information in Items 2.02, 5.02 and 9.01 of this 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
 
     
104   Cover page Interactive Data File (embedded within the Inline XBRL document)
* * *
 
 
 

 
 
 
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: February 28, 2022
Atossa Therapeutics, Inc.
 
 
 
By:  
/s/ Kyle Guse 
 
 
 
Kyle Guse
 
 
 
Chief Financial Officer, General Counsel and Secretary 
 
 
  
 
 
ex_339493.htm

Exhibit 99.1 

 

 

Atossa Therapeutics Announces Year-End 2021 Financial Results and

Provides Corporate Update

 

SEATTLE, February 28, 2022 (GLOBE NEWSWIRE) -- Atossa Therapeutics, Inc. (Nasdaq: ATOS), a clinical-stage biopharmaceutical company seeking to develop innovative medicines in oncology and infectious disease with a current focus on breast cancer and COVID-19, today announces financial results for the fiscal quarter and fiscal year ended December 31, 2021 and provides an update on recent company developments.

 

Key developments from Q4 2021 and to date include:

 

 

 

Initiated enrollment of our Phase 2 clinical study of proprietary oral Z-endoxifen (or “Endoxifen”) in Sweden. Participants in the study will be premenopausal women with measurable mammographic breast density.

 

 

Completed a pre-investigational new drug (PIND) meeting with the FDA. The purpose of the meeting was to obtain input from the FDA on pre-clinical, clinical, manufacturing and regulatory matters in the U.S. for Atossa’s proprietary Endoxifen to treat breast cancer in the neoadjuvant (prior to surgery) setting.

 

 

Completed enrollment of Part A of our Phase 1/2a clinical study of AT-H201 in Australia, consisting of single ascending dose cohorts in healthy participants. The nebulized formulation, AT-H201, is being developed as an inhalation therapy for moderately to severely ill hospitalized COVID-19 patients, and for “long-haul” patients with post-infection pulmonary disease, subject to future studies in this patient population.

 

“We continue to make significant progress on our Endoxifen and COVID-19 programs, with the continuation of enrollment of the Australian trial for AT-H201, as well as enrollment in our Swedish Endoxifen Phase 2 trial. We look forward to moving into the next milestones during 2022, and to providing updates on these developing therapies for urgent unmet patient needs. Further, our strong balance sheet will continue to facilitate our development plans as we not only execute on these trials but also explore additional options that could create significant shareholder value,” said Dr. Steven Quay, Atossa’s President and Chief Executive Officer.

 

The Company’s upcoming plans with its current programs include the following:

 

 

Endoxifen neoadjuvant program: Atossa plans to submit to the FDA an IND to conduct a Phase 2 study in the U.S. to compare Endoxifen to standard of care in premenopausal women with breast cancer. It will conduct a pharmacokinetic run-in study as a part of the Phase 2 study to further define potential dose levels. CRO has been engaged to work on this study and the Company also intends to retain a leading U.S. research institution to help design and manage the study. Atossa anticipates submitting an IND in the second quarter of 2022 and then promptly commencing a Phase 2 study in this neoadjuvant setting, assuming FDA acceptance.

 

 

Endoxifen for women with measurable breast density: The Company will continue to enroll participants in its Endoxifen Phase 2 clinical study in Stockholm.

 

 

COVID-19 therapies under development: With respect to the ongoing AT-H201 Phase 1/2a clinical study, Atossa plans to complete enrollment in the second part in the second quarter 2022 and complete the third part of the study in the third quarter 2022. In 2022, the Company plans to continue the additional pre-clinical testing on its nasal spray AT-301 and then to further characterize the API in AT-301 starting in the third quarter 2022.

 

Year Ended December 31, 2021, Financial Results (in thousands)

 

  As of December 31, 2021, we had cash, cash equivalents and restricted cash of $136 million.

 

For the years ended December 31, 2021 and 2020, we have no source of sustainable revenue and no associated cost of revenue.

 

Operating Expenses: Total operating expenses were $20,521 for the year ended December 31, 2021, which is an increase of $5,914, or 40% from the year ended December 31, 2020. Operating expenses for 2021 consisted of research and development (R&D) expenses of $9,210 and general and administrative (G&A) expenses of $11,311. Operating expenses for 2020 consisted of R&D expenses of $6,608 and G&A expenses of $7,999. The basis for the increased operating expenses in 2021 is explained below.

 

Research and Development Expenses: R&D expenses for the year ended December 31, 2021, were $9,210, an increase of $2,602 or 39% from total R&D expenses for the year ended December 31, 2020, of $6,608. The increase in R&D expense is attributed to increased spending on clinical and non-clinical trials of $422 over 2020 due to additional pre-clinical testing and manufacturing expenses for Endoxifen. Stock-based compensation, which is a non-cash charge, increased $693 year over year. R&D compensation was also up $227 due to salary, bonus and benefit increases during 2021. 2021 R&D expenses also include a $1,000 exclusivity payment for the exclusive right to negotiate with a leading research organization for the rights to two oncology programs. There were no similar exclusivity payments made during 2020. The remaining increase is due to increased spending on professional fees in 2021 as compared to 2020, due to the hiring of regulatory consultants and other vendors.

 

General and Administrative Expenses: G&A expenses were $11,311 for the year ended December 31, 2021, an increase of $3,312, or 41% from total G&A expenses for the year ended December 31, 2020, of $7,999. The increase in G&A expenses for the year ended December 31, 2021, is attributable to non-cash stock-based compensation expense of $1,555. Compensation also increased $460 due to the addition of a new employee during 2021, increased hourly employees time, and employee bonus increases over the prior year. Insurance expense has also increased $668 due to the addition of the COVID-19 program year over year. Professional fees have also increased $897 due primarily to an increase of proxy costs for investor outreach on a proposal to increase authorized shares, expenses related to a special stockholder meeting and increased consulting and auditing fees. Legal fees decreased $360 year over year due to lower patent activity in 2021.

 

 

 

About Atossa Therapeutics

 

Atossa Therapeutics, Inc. is a clinical-stage biopharmaceutical company seeking to discover and develop innovative medicines in oncology and infectious diseases with a current focus on breast cancer and COVID-19. For more information, please visit www.atossatherapeutics.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 any variation between interim and final clinical results, actions and inactions by the FDA, the outcome or timing of regulatory approvals needed by Atossa including those needed to commence and continue studies of AT-H201, AT-301 and Endoxifen, lower than anticipated rate of patient enrollment, estimated market size of drugs under development, the safety and efficacy of Atossa’s products, performance of clinical research organizations and investigators, obstacles resulting from proprietary rights held by others such as patent rights, whether reduction in Ki-67 or any other result from a neoadjuvant study is an approvable endpoint for oral Endoxifen, 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.

 

Company Contact:
Atossa Therapeutics, Inc.
Kyle Guse CFO and General Counsel
Office: (866) 893-4927
kyle.guse@atossainc.com

 

Investor Relations Contact:
Core IR

Office: (516) 222-2560

ir@atossainc.com

 

Source: Atossa Therapeutics, Inc.

 

 

 

 

 

 

 

 

 

ATOSSA THERAPEUTICS, INC.

CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except for par value)

 

   

As of December 31,

 

Assets

 

2021

   

2020

 

Current assets

               

Cash and cash equivalents

 

$

136,377

   

$

39,554

 

Restricted cash

   

110

     

110

 

Prepaid expenses

   

2,488

     

1,814

 

Research and development tax rebate receivable

   

1,072

     

635

 

Other current assets

   

1,193

     

657

 

Total current assets

   

141,240

     

42,770

 
                 

Furniture and equipment, net

   

20

     

21

 

Intangible assets, net

   

-

     

13

 

Right-of-use asset

   

-

     

18

 

Other assets

   

2

     

17

 

Total Assets

 

$

141,262

   

$

42,839

 
                 

Liabilities and Stockholders' Equity

               

Current liabilities

               

Accounts payable

 

$

1,717

   

$

1,589

 

Accrued expenses

   

204

     

93

 

Payroll liabilities

   

1,184

     

964

 

Common stock warrant liability

   

-

     

13,003

 

Lease liability

   

-

     

18

 

Other current liabilities

   

21

     

4

 

Total current liabilities

   

3,126

     

15,671

 
                 

Total Liabilities

   

3,126

     

15,671

 
                 

Commitments and contingencies

               
                 

Stockholders' equity

               

Preferred stock - $0.001 par value; 10,000 shares authorized; 1 share issued and outstanding as of December 31, 2021 and December 31, 2020, respectively

   

-

     

-

 

Additional paid-in capital - Series B convertible preferred stock

   

582

     

621

 

Common stock - $0.18 par value; 175,000 shares authorized; 126,624 and 47,550 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively

   

22,792

     

8,559

 

Additional paid-in capital

   

243,996

     

129,887

 

Accumulated deficit

   

(129,234

)

   

(111,899

)

Total Stockholders' Equity

   

138,136

     

27,168

 

Total Liabilities and Stockholders' Equity

 

$

141,262

   

$

42,839

 

 

 

 

 

 

 

 

 

 

ATOSSA THERAPEUTICS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands, except for per share amounts)

   

For the Year Ended December 31,

 
                 
   

2021

   

2020

 

Operating expenses

               

Research and development

 

$

9,210

   

$

6,608

 

General and administrative

   

11,311

     

7,999

 

Total operating expenses

   

20,521

     

14,607

 

Operating loss

   

(20,521

)

   

(14,607

)

Change in fair value of common stock warrants

   

-

     

(2,333

)

Warrant financing expense

   

-

     

(939

)

Other (expense) income, net

   

(85

)

   

51

 

Loss before income taxes

   

(20,606

)

   

(17,828

)

Income taxes

   

-

     

-

 

Net loss

 

$

(20,606

)

 

$

(17,828

)

Deemed dividend attributable to preferred stock

   

-

     

(4,503

)

Net loss applicable to common shareholders

 

$

(20,606

)

 

$

(22,331

)

Loss per common share - basic and diluted

 

$

(0.18

)

 

$

(1.97

)

Weighted average shares outstanding - basic and diluted

   

116,950

     

11,309