Atossa Therapeutics Common Stock to Begin Trading with Stapled Contingent Value Rights After Close of Business Today

Atossa Therapeutics Common Stock to Begin Trading with Stapled Contingent Value Rights After Close of Business Today

PR Newswire

SEATTLE, Oct. 19, 2026

One CVR will attach to each outstanding share of Atossa common stock as of the close of business on October 19, 2026, and shares and CVRs will transfer together while stapled

Shares issued after October 19, 2026 will also carry one attached CVR, subject to the terms of the CVR Agreement

SEATTLE, Oct. 19, 2026 /PRNewswire/ -- Atossa Therapeutics, Inc. (Nasdaq: ATOS) ("Atossa" or the "Company"), a clinical-stage biopharmaceutical company developing innovative medicines in oncology and other areas of significant unmet need, today confirmed that each outstanding share of Atossa common stock will begin trading with one stapled contingent value right ("CVR") as of the close of business today, October 19, 2026.

Under the terms of the Stapled Contingent Value Rights Agreement (the "CVR Agreement") with VStock Transfer, LLC, as rights agent, each share of Atossa common stock outstanding at the close of business on October 19, 2026 will receive, and have attached, one CVR. Each share issued after the record date and before any detachment of the CVRs or expiration of the CVR Agreement will also carry and have attached one CVR.

The CVRs will remain attached, or "stapled," to Atossa common stock unless and until the Board of Directors elects to detach them (for example, to permit CVRs to trade separately). While stapled, each CVR may be transferred only together with its corresponding share of common stock. Accordingly, when a share carrying a CVR is sold or otherwise transferred, the attached CVR will transfer with that share. While attached, the CVRs will not trade separately, have a separate CUSIP or be reported separately on brokerage statements.

The October 19 record date establishes the shares entitled to the initial CVR dividend; it does not detach the CVRs from those shares. Investors who subsequently acquire shares carrying an attached CVR will acquire the CVR together with the common stock.

"Today's record date marks an important step in providing our shareholders with a contractual opportunity to participate in the potential value of Atossa's first qualifying priority review voucher," said Steven C. Quay, M.D., Ph.D., Atossa's Chairman, President and Chief Executive Officer. "Each CVR will be attached to its corresponding share of Atossa common stock and will transfer with that share while stapled. This structure aligns participation in that potential value with ownership of Atossa common stock, while preserving our flexibility to advance our development programs and allocate capital in the interests of the Company and its shareholders."

Atossa has received FDA Rare Pediatric Disease Designation for (Z)-endoxifen for the treatment of Duchenne muscular dystrophy ("DMD") and McCune-Albright syndrome ("MAS"). If the FDA approves a qualifying marketing application for either program, or another qualifying Atossa development program, the Company may be awarded a priority review voucher ("PRV"), subject to applicable statutory and regulatory requirements.

No Atossa product candidate has been approved by the FDA for any indication, Atossa has not submitted a marketing application for (Z)-endoxifen for DMD or MAS, and no PRV has been awarded to the Company. Rare Pediatric Disease Designation does not itself result in the award of a PRV. There can be no assurance that Atossa will receive or monetize a PRV or that any payment will be made under the CVRs.

Key Terms of the Stapled CVRs

• October 19, 2026, record date. One CVR will be issued for each share of Atossa common stock outstanding at the close of business on that date and will attach to that share.
• Attachment to common stock. Each CVR will remain stapled to its corresponding share and transfer only with that share unless the Board elects to detach the CVRs.
• Shares issued after the record date. Each share issued before any detachment or expiration of the CVR Agreement will also carry one CVR which will be stapled and attached to that share.
• 25% participation; $50 million aggregate cap. CVR holders will be entitled, in the aggregate, to 25% of net proceeds from the sale or deemed monetization of Atossa's first qualifying PRV, with total payments capped at $50 million.
• Deemed monetization. If Atossa uses a qualifying PRV for its own application, or a change of control occurs while Atossa holds an unsold qualifying PRV, the event will be treated as a deemed monetization based on fair market value determined by an independent financial advisor, to which CVR holders will be entitled as stated above.
• Outside date. The CVRs apply to the first qualifying PRV awarded to Atossa on or before December 31, 2036, subject to the Board's ability to extend that date under the CVR Agreement.

The CVR Agreement does not require Atossa to conduct any particular clinical study, pursue or obtain any regulatory approval or designation, or sell or otherwise monetize a PRV. Atossa retains discretion over its development, regulatory and commercial strategy, including whether and when to sell, use or retain any PRV it may receive. Any payment remains subject to the CVR Agreement, including its provisions concerning legally permitted distributions and solvency.

The CVR Agreement was filed with the U.S. Securities and Exchange Commission as an exhibit to a Current Report on Form 8-K on October 9, 2026.

About Atossa Therapeutics

Atossa Therapeutics, Inc. (Nasdaq: ATOS) is a clinical-stage biopharmaceutical company developing innovative medicines in oncology and other areas of significant unmet need. The Company's lead product candidate, (Z)-endoxifen, is in development across several clinical settings, including potential applications in oncology and rare diseases. Atossa has received FDA Orphan Drug Designation for (Z)-endoxifen for Duchenne muscular dystrophy and Rare Pediatric Disease designations for Duchenne muscular dystrophy and McCune-Albright syndrome. (Z)-endoxifen is not approved for any indication. More information is available at atossatherapeutics.com.

Forward-Looking Statements

This press release contains certain "forward-looking statements" within the meaning of applicable securities laws, including but not limited to, the Company's potential eligibility for, award of a Rare Pediatric Disease priority review voucher, the potential value and monetization of a qualifying voucher, the operation of the CVRs; the development, regulatory prospects and potential approval of Atossa's product candidates; and the possibility, amount and timing of any CVR payment. Words such as "expect," "potential," "continue," "may," "will," "should," "could," "would," "seek," "intend," "plan," "estimate," "anticipate," "believe," "design," "predict," "future," or other similar expressions or statements regarding intent, belief or current expectations, are forward-looking statements.

Forward-looking statements in this press release are subject to risks and uncertainties that may cause actual results, outcomes, or the timing of actual results or outcomes to differ materially from those projected or anticipated, including, without limitation, risks and uncertainties associated with: the timing or likelihood of regulatory filings and approvals; the outcome or timing of necessary regulatory approvals; FDA approval of a qualifying product candidate and the award of a voucher; changes to or expiration of the applicable voucher program; the risk that any voucher's value, permitted deductions, number of outstanding CVRs and ability or timing to make a payment may differ materially from current expectations; and other risks and uncertainties detailed from time to time in Atossa's filings with the SEC, including, without limitation, its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. Any CVR payment is subject to the CVR agreement, including its payment cap and provisions concerning legally permitted distributions and solvency.

The market value of a priority review voucher is variable and subject to a number of factors beyond our control and reported past priority review voucher sale amounts are not necessarily indicative of priority review voucher sale amounts in the future.

Forward-looking statements are presented as of the date of this press release. Except as required by law, we do not intend to update any forward-looking statements.

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SOURCE Atossa Therapeutics Inc