DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

ATOSSA THERAPEUTICS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

10202 5th Avenue NE, Suite 200

Seattle, Washington 98125

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 8, 2025 at 6:00 A.M. Pacific Time

Virtual Meeting to be Held Live via the Internet at: https://web.viewproxy.com/AtossaTherapeutics/2025

You must register by 11:59 P.M. Eastern Time on May 5, 2025 in order to attend the Annual Meeting

Technical Support Contact: VirtualMeeting@viewproxy.com or call 1-866-612-8937

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Atossa Therapeutics, Inc., a Delaware corporation (the “Company”), which will be held virtually on May 8, 2025, at 6:00 A.M. Pacific Time. The Annual Meeting will be held in a virtual only meeting format via live audio webcast. You will need to register in advance to attend the Annual Meeting virtually. For more information, see “General Information – About the Meeting – What do I need to do to virtually attend the Annual Meeting via live audio webcast?” Only stockholders of record who held the Company’s Common Stock at the close of business on the record date, March 20, 2025 (the “Record Date”), may attend virtually and vote online at the Annual Meeting, including at any adjournment or postponement thereof.

At the Annual Meeting, you will be asked to consider and vote upon: (1) the election of the two Class I director nominees named in the Proxy Statement (“Proposal 1”); (2) the ratification of the selection of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (“Proposal 2”); (3) the approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers (“Proposal 3”); (4) an advisory vote to determine the frequency of future advisory votes on the compensation of the Company’s named executive officers (“Proposal 4”); and (5) the transaction of any other business that may properly come before the meeting or any adjournment or postponement thereof.

No other items of business are expected to be considered at the Annual Meeting and, pursuant to the Company’s Bylaws, no other director nominees will be entertained. The enclosed Proxy Statement more fully describes the details of the business to be conducted at the Annual Meeting. After careful consideration, our Board of Directors has unanimously approved the proposals and recommends that you vote “FOR” each director nominee, “FOR” Proposals 2 and 3 and every “ONE YEAR” on Proposal 4. After reading the Proxy Statement and our other proxy materials, please vote online, by telephone or by returning your proxy card or your voting instruction form. YOUR SHARES WILL NOT BE VOTED UNLESS YOU VOTE IN ONE OF THE WAYS DESCRIBED OR IF YOU ATTEND AND VOTE AT THE VIRTUAL ANNUAL MEETING.

A copy of the Company’s 2024 Annual Report has been mailed with this Proxy Statement to all stockholders entitled to notice of and to vote at the virtual Annual Meeting.

We look forward to seeing you at the Annual Meeting.

Sincerely,

Steven C. Quay, M.D., Ph.D.

Chairman of the Board, President and Chief Executive Officer

March 26, 2025

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE MARK, DATE AND SIGN THE ENCLOSED PROXY OR YOUR VOTING INSTRUCTION FORM AND RETURN IT AT YOUR EARLIEST CONVENIENCE, OR PLEASE VOTE IN ONE OF THE OTHER WAYS DESCRIBED IN THE PROXY STATEMENT. EVEN IF YOU HAVE VOTED BY PROXY, YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE THE FINAL VOTE AT THE ANNUAL MEETING. YOUR LAST SUBMITTED VOTE IS THE ONE THAT WILL BE COUNTED. PLEASE NOTE THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE VIRTUAL MEETING, YOU MUST OBTAIN A LEGAL PROXY ISSUED IN YOUR NAME FROM YOUR BROKER, BANK OR OTHER NOMINEE (PREFERABLY AT LEAST FIVE DAYS BEFORE THE ANNUAL MEETING).

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD VIRTUALLY ON MAY 8, 2025: THIS PROXY STATEMENT, THE NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND THE ANNUAL REPORT ARE AVAILABLE AT HTTPS://WEB.VIEWPROXY.COM/ATOSSATHERAPEUTICS/2025. WE ENCOURAGE YOU TO REVIEW ALL OF THE IMPORTANT INFORMATION CONTAINED IN THE PROXY MATERIALS BEFORE VOTING.

10202 5th Avenue NE, Suite 200

Seattle, Washington 98125

PROXY STATEMENT FOR
2025 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 8, 2025 AT 6:00 A.M. PACIFIC TIME

VIRTUAL MEETING

TO BE HELD LIVE VIA THE INTERNET AT https://web/viewproxy.com/AtossaTherapeutics/2025

SUMMARY

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Atossa Therapeutics, Inc. (“Atossa” or the “Company”) for use at the Company’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”). This year’s Annual Meeting will be held in a virtual only meeting format via live audio webcast. You will need to register in advance to attend the Annual Meeting virtually. For more information, see “General Information – About the Meeting – What do I need to do to virtually attend the Annual Meeting via live audio webcast?” This Proxy Statement and the accompanying form of proxy will be mailed to our stockholders on or about April 4, 2025.

For a proxy to be effective, it must be properly executed and received prior to the Annual Meeting. Each proxy properly executed and tendered will, unless otherwise directed by the stockholder (in which case, such proxies will be voted as directed), be voted “FOR” each of the director nominees, “FOR” Proposals 2 and 3 and every “ONE YEAR” on Proposal 4, and at the discretion of the proxy holder(s) with respect to all other matters that may properly come before the Annual Meeting or any adjournments or postponements thereof.

The Company will pay all costs of soliciting proxies. We will provide copies of this Proxy Statement, Notice of Annual Meeting and accompanying materials to brokerage firms, fiduciaries, and custodians for forwarding to beneficial owners and may reimburse these parties for their costs of forwarding these materials. Our directors, officers and employees may also solicit proxies by telephone, facsimile, or personal solicitation; however, we will not pay them additional compensation for any of these services. We have retained Alliance Advisors, a proxy solicitation firm, at an estimated cost of approximately $10,000.

Only holders of record of our common stock, par value $0.18 per share (the “Common Stock”), at the close of business on March 20, 2025 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting. On the Record Date, there were a total of 129,170,004 shares of Common Stock issued and outstanding. Each share of Common Stock is entitled to one vote on all matters to be voted upon at the Annual Meeting. Holders of Common Stock do not have the right to cumulative voting in the election of directors. The presence, virtually or by proxy, of the holders of one-third of the outstanding shares of Common Stock on the Record Date will constitute a quorum for the transaction of business at the Annual Meeting. If there is no quorum, the meeting chair or the holders of a majority of shares of Common Stock present at the Annual Meeting, either in person or by proxy, may adjourn the meeting to another time or date.

Persons who hold shares of Common Stock directly on the Record Date and not through a broker, bank or other financial institution (e.g., your shares of Common Stock are registered directly in your name with our transfer agent) (“record holders”) may vote by the following methods:

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Vote by proxy - You may complete, sign and return a proxy card;

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Proxy Vote by Internet - Go to http://www.FCRvote.com/ATOS to complete an electronic proxy card. Have your proxy card available when you access the website. Your vote must be received by 11:59 P.M. Eastern Time on May 7, 2025 to be counted;

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Proxy Vote by Phone - You may use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on May 7, 2025 by calling the toll-free number 1-866-402-3905. Have your proxy card in hand when you call and then follow the instructions; or

•

Vote at the Annual Meeting – If you registered in advance to attend the Annual Meeting virtually, you may attend the Annual Meeting and vote online during the meeting.

Persons who hold shares of Common Stock indirectly on the Record Date through a brokerage firm, bank, or other financial institution (“beneficial holders”) must return a voting instruction form to have their shares voted on their behalf (or obtain a “legal proxy” to register to attend the Annual Meeting and vote during the Annual Meeting as described under General Information – About the Meeting – What do I need to do to virtually attend the Annual Meeting via live audio webcast?”). Brokerage firms, banks or other financial institutions that do not receive voting instructions from beneficial holders will only be able to vote shares on behalf of the beneficial holders with respect to proposals considered to be “routine” and are not entitled to vote shares on behalf of beneficial holders with respect to “non-routine” proposals (referred to as a “broker non-vote”). Whether a proposal is considered routine or non-routine is subject to stock exchange rules and final determination by the stock exchange. Even with respect to routine matters, some brokerage firms, banks or other financial institutions are choosing not to exercise discretionary voting authority. As a result, beneficial holders are urged to direct their brokerage firm, bank or other financial institution how to vote their shares on all proposals to ensure that their votes are counted.

Abstentions and broker non-votes, if any, will be counted for the purpose of determining the presence or absence of a quorum . The required vote for each of the proposals expected to be acted upon at the Annual Meeting is described below:

Proposal No. 1 — Election of Class I directors. Directors are elected by a plurality of the votes cast, with the nominees obtaining the most votes cast being elected. Votes that are withheld and broker non-votes, if any, are not counted as votes cast and will have no effect on the outcome of the proposal.

Proposal No. 2 — Ratification of the selection of the independent registered public accounting firm. This proposal must be approved by a majority of the votes cast on the matter. As a result, abstentions and broker non-votes, if any, will have no effect on the outcome of the proposal.

Proposal No. 3 — Approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers. This non-binding, advisory proposal must be approved by a majority of the votes cast on the matter. As a result, abstentions and broker non-votes, if any, will have no effect on the outcome of the proposal.

Proposal No. 4 — An advisory vote to determine the frequency of future advisory votes on the compensation of the Company’s named executive officers. This non-binding, advisory proposal must be approved by a majority of the votes cast on the matter. As a result, abstentions and broker non-votes, if any, will have no effect on the outcome of the proposal.

We encourage you to vote by returning your proxy or voting instruction form or if you are a record holder by voting on-line or via phone prior to the meeting. Voting in advance of the meeting helps ensure that your shares will be voted and reduces the likelihood that the Company will be forced to incur additional expenses to solicit proxies for the Annual Meeting. Any record holder of our Common Stock may revoke their proxy at any time prior to the closing of the polls at the Annual Meeting by:

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executing and submitting a later-dated proxy;

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submitting new proxy instructions via phone or the Internet;

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delivering a written revocation to the Corporate Secretary at the address set forth above; or

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voting online at www.FCRvote.com/ATOS during the virtual Annual Meeting. However, your virtual attendance at the Annual Meeting will not, by itself, revoke your proxy.

Your last submitted vote is the one that will be counted.

Beneficial holders of our Common Stock who wish to change or revoke their voting instructions should contact their brokerage firm, bank or other financial institution for information on how to do so. Beneficial holders who wish to attend the Annual Meeting virtually and vote during the virtual meeting should contact their brokerage firm, bank or other financial institution holding shares of Common Stock on their behalf in order to obtain a “legal proxy” (preferably at least five days before the Annual Meeting), which will allow them to register to attend the Annual Meeting and to vote during the virtual meeting. Without a legal proxy, beneficial holders cannot vote at the virtual Annual Meeting because their brokerage firm, bank or other financial institution may have already voted or returned a broker non-vote on their behalf.

FOR TECHNICAL SUPPORT PRIOR TO OR DURING THE ANNUAL MEETING, PLEASE CONTACT:

VirtualMeeting@viewproxy.com or call 1-866-612-8937

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Amended and Restated Certificate of Incorporation of the Company provides that the Board is to be divided into three classes nearly equal in number as reasonably possible, with directors in each class serving three-year terms. The total Board size is currently fixed at seven directors. Currently, the Class I directors (whose terms expire at this Annual Meeting) are Steven C. Quay, M.D., Ph.D. and Jonathan F. Finn, C.F.A. The Class II directors (whose terms expire at the 2026 Annual Meeting of Stockholders) are Stephen J. Galli, M.D., Richard I. Steinhart and Tessa Cigler, M.D., M.P.H. The Class III Directors (whose terms expire at the 2027 Annual Meeting of Stockholders) are Shu-Chih Chen, Ph.D. and H. Lawrence Remmel, Esq. The Class I directors, if elected at the Annual Meeting, will hold office until the 2028 Annual Meeting of Stockholders and until their successors are duly elected and qualified, or until their earlier resignation, death or removal.

As described below, the Board has nominated Dr. Quay and Mr. Finn for election as Class I directors at the Annual Meeting. Dr. Quay was most recently elected by stockholders at the 2022 Annual Meeting of Stockholders. Mr. Finn was appointed to the Board in November 2023 upon the recommendation of H. Lawrence Remmel, Esq., Lead Independent Director. Both nominees have indicated their willingness and ability to serve if elected. Should either of the nominees become unavailable for election at the Annual Meeting, unable to serve or, for good cause, unwilling to serve, the persons named on the enclosed proxy as proxy holders may vote all proxies given in response to this solicitation for the election of a substitute nominee chosen by the Board, or the Board may decrease the size of the Board.

Nomination of Directors

The Nominating and Governance Committee reviews and recommends to the Board potential nominees for election to the Board. In reviewing potential nominees, the Nominating and Governance Committee considers the qualifications of each potential nominee in light of the Board’s existing and desired mix of experience and expertise. Specifically, the Nominating and Governance Committee considers each potential nominee’s personal and professional ethics, integrity and values, business acumen, interest in the Company, commitment to representing the long-term interests of the stockholders, leadership experience, financial expertise and industry knowledge. The Nominating and Governance Committee also seeks to have a Board that encompasses a range of talents, ages, skills, perspectives, backgrounds and expertise sufficient to provide sound and prudent oversight with respect to the operations and interests of the business.

After reviewing the qualifications of potential Board candidates, the Nominating and Governance Committee presents its recommendations to the Board, which selects the final director nominees. Upon the recommendation of the Nominating and Governance Committee, the Board nominated for election Dr. Quay and Mr. Finn as the Company’s Class I directors. The Company did not pay any fees to any third parties to identify or assist in identifying or evaluating nominees for the Annual Meeting.

It is the Nominating and Governance Committee’s policy to consider written recommendations from stockholders for director candidates. The Nominating and Governance Committee considers stockholder nominees in the same manner and using the same criteria as nominees recommended by other sources. Any such recommendations should be submitted to the committee as described under “Stockholder Communications” and should include the same information required under our Bylaws for nominating a director, as described under “Stockholder Proposals.”

The Board and the Nominating and Corporate Governance Committee actively seek to achieve a diversity of occupational and perspectives and backgrounds on the Board. As part of the search process for new directors, the Nominating and Corporate Governance Committee seeks to include, and instructs any search firm it engages to seek to include, qualified candidates with diverse backgrounds in the pool of candidates from which the Committee selects the nominees with the skills, experience and qualifications that it believes best support the Company in the context of the Board as a whole. The Nominating and Governance Committee assesses its effectiveness in balancing these considerations in connection with its annual evaluation of the composition of the Board. For example, our current Board of seven directors includes two directors who self-identify as female (28%) and 2 directors who self-identify as racially/ethnically diverse (28%).

Nominees and Incumbent Directors

The Nominating and Governance Committee has recommended, and the Board has nominated, Dr. Quay and Mr. Finn to be elected as Class I directors at the Annual Meeting. The following table sets forth the following information for these nominees and the Company’s continuing directors: the year each was first elected or appointed as a director of the Company; their respective ages as of the date of this Proxy Statement; the positions currently held with the Company; the year their current terms will expire; and their current class.

There are no family relationships among any of our directors or executive officers, except for Dr. Quay, who is married to Dr. Chen.


Nominee/Director Name and Year First Became a Director	Age	Position(s) with the Company	Year Current Term Expires	Current Director Class
Nominees for Class I Directors:
Steven C. Quay, M.D., Ph.D. (2009)	74	Chairman of the Board of Directors, President, and Chief Executive Officer	2025	I
Jonathan F. Finn, C.F.A. (2023)	51	Director	2025	I
Continuing Directors
Stephen J. Galli, M.D. (2011)	78	Director	2026	II
Richard I. Steinhart (2014)	67	Director	2026	II
Tessa Cigler, M.D., M.P.H. (2024)	51	Director	2026	II
Shu-Chih Chen, Ph.D. (2009)	63	Director	2027	III
H. Lawrence Remmel, Esq. (2012)	73	Lead Independent Director	2027	III

Class I Director Nominees

Steven C. Quay, M.D., Ph.D. Dr. Quay has served as Chief Executive Officer, President and Chairman of the Board of Directors of the Company since the Company was incorporated in April 2009. Dr. Quay is certified in Anatomic Pathology with the American Board of Pathology, has completed both an internship and residency in anatomic pathology at Massachusetts General Hospital, a Harvard Medical School teaching hospital, and is a former faculty member of the Department of Pathology, Stanford University School of Medicine. Dr. Quay is a named inventor on 91 U.S. patents, 907 published US and international patent applications, and is a named inventor on patents covering seven pharmaceutical products that have been approved by the U.S. Food and Drug Administration. Dr. Quay received an M.D. in 1977 and a Ph.D. in 1975 from the University of Michigan. He received his B.A. degree in biology, chemistry and mathematics from Western Michigan University in 1971. He is a director and the Chair of the Governance Committee, of the Taipei-American School in Taipei, Taiwan. He was selected to serve on the Company’s Board of Directors because of his role as a founder of the Company, as well as his qualifications as a physician and the principal researcher overseeing the research, preclinical, clinical and regulatory development of the Company’s pharmaceutical programs.

Jonathan F. Finn, C.F.A. Mr. Finn has served as a director of the Company since November 2023. Mr. Finn has worked at Vantage Consulting Group, an investment advisory firm, since 1995 and served as Executive Vice President and Chief Investment Officer at Vantage since 2005. In this role, he directs investment strategy, asset allocation, manager selection and portfolio construction. Mr. Finn is also a Founding Partner of Scientia Ventures, a manager of venture capital funds that invest in companies targeting computational biology and chemistry, the digitization of medicine, digital therapies, and traditional drug development businesses at the cutting edge of the life sciences industry, and has served in this role since 2006. Earlier in his career, Mr. Finn was a portfolio manager for the Lindner family of mutual funds, serving as co-manager for the Small Cap and Asset Allocation funds from 2000 to 2001. He currently serves as director of Verigraft AB, a regenerative medicine venture, Rose Pharma LLC, a development stage specialty pain company, and Solör Bioenergy Holdings AB, a bioenergy business. Mr. Finn has a B.A. in Economics from the University of Virginia and holds the Chartered Financial Analyst designation. Mr. Finn has been selected to serve on the Company’s Board of Directors because of his qualifications as a business executive and his familiarity with investment strategy in the biotechnology sector.

Class II Directors Continuing in Office Until 2026

Stephen J. Galli, M.D. Dr. Galli has served as a director of the Company since July 2011. Dr. Galli has been a Professor of Pathology and of Microbiology & Immunology and the Mary Hewitt Loveless, M.D., Professor, at Stanford University School of Medicine, Stanford, California since February 1999. He served as Chair of the Department of Pathology at Stanford University School of Medicine from 1999 to 2016. Before joining Stanford, he was on the faculty of Harvard Medical School. He holds 16 U.S. patents and has over 490 publications. He is the past president of the American Society for Investigative Pathology, the past president of the Collegium Internationale Allergologicum, and the past president of the Pluto Club (Association of University Pathologists). In addition to receiving several awards for his research, and being elected to the National Academy of Medicine (USA), the Accademia Nazionale de Lincei (Rome, Italy), and the American Clinical and Climatological Association, he was recognized with the 2010 Stanford University President’s Award for Excellence through Diversity for his recruitment and support of women and underrepresented minorities at Stanford University. He received his B.A. degree in biology, magna cum laude, from Harvard College in 1968 and his M.D. degree from Harvard Medical School in 1973 and completed a residency in anatomic pathology at the Massachusetts General Hospital in 1977. Dr. Galli has been selected to serve on the Company’s Board of Directors because of his qualifications as a professor and physician, and his specialized expertise as a pathologist.

Richard I. Steinhart. Mr. Steinhart has served as a director of the Company since March 2014. Mr. Steinhart is currently the Senior Vice President and Chief Financial Officer of BioXcel Therapeutics, Inc., a clinical-stage biopharmaceutical company, which he joined in October 2017. From October 2015 to June 2017, he was Vice President and Chief Financial Officer of Remedy Pharmaceuticals, Inc., a privately held pharmaceuticals company. From January 2014 until he joined Remedy Pharmaceuticals, Mr. Steinhart acted as an independent financial consultant to various companies in the biotechnology and medical device industries. From April 2006 to December 2013, Mr. Steinhart was an executive at MELA Sciences, Inc., serving as its Senior Vice President, Chief Financial Officer, Treasurer and Secretary. From 1992 to 2006, Mr. Steinhart was Managing Director at Forest St. Capital/SAE Ventures. Earlier, he served as Vice President and Chief Financial Officer at Emisphere Technologies from 1991 to 1992 and as General Partner and Chief Financial Officer of CW Group Inc. Mr. Steinhart is a member of the Board of Directors of Actinium Pharmaceuticals where he is Chairman of the Audit Committee. From 2004 to 2012, Mr. Steinhart was a member of the Board of Directors of Manhattan Pharmaceuticals and was Chairman of the Audit Committee. Mr. Steinhart received his B.B.A. and M.B.A. degrees from Pace University. Mr. Steinhart has been selected to serve on the Company’s Board of Directors because of his qualifications as a business executive and audit committee financial expert, and his prior experience as a Chief Financial Officer, director and committee member of public companies.

Tessa Cigler, M.D., M.P.H. Dr. Cigler joined the Company as a director in March 2024. Dr. Cigler is a medical oncologist whose work is dedicated to the treatment and prevention of breast cancer. Dr. Cigler joined the Cornell faculty in August 2007 as a medical oncologist and clinical investigator at the Weill Cornell Breast Center. As a member of the Weill Cornell Breast Center research team, she heads several clinical trials. Dr. Cigler received her undergraduate degree from Harvard College, and her M.D. from Duke University School of Medicine. She also holds a Master’s in Public Health from the Harvard School of Public Health. She completed her residency in Internal Medicine at New York Presbyterian Hospital Weill Cornell Medical Center, followed by a fellowship in Medical Oncology and Hematology at the Dana-Farber Harvard Cancer Center. Dr. Cigler has been selected to serve on the Company’s Board of Directors because of her qualifications as a medical oncologist and clinical investigator.

Class III Directors Continuing in Office Until 2027

Shu-Chih Chen, Ph.D. Dr. Chen has served as a director since April 2009. She was a founder of the Company and has served as Chief Scientific Officer of the Company since it was incorporated in April 2009 through August 2014. Prior to joining the Company, she was an Associate Professor at National Yang Ming University, Taipei, Taiwan, and served as the principal investigator of an NIH RO1 grant, studying tumor suppression by gap junction protein connexin 43, at the Department of Molecular Medicine at Northwest Hospital, Seattle, WA. She has two issued U.S. patents and 20 pending U.S. patent applications related to cancer therapeutics. Dr. Chen received her Ph.D. degree in microbiology and public health from Michigan State University in 1992 and has published extensively on molecular oncology. She received her B.S. degree in medical technology from National Yang Ming University, Taipei, Taiwan in 1984. Dr. Chen has been selected to serve on the Company’s Board of Directors because of her role as a founder of the Company and her qualifications in medical technology and as a professor and researcher in the field of cancer therapeutics.

H. Lawrence Remmel, Esq. Mr. Remmel has served as a director of the Company since February 2012, and as our Lead Independent Director since 2024. He is currently a partner of the law firm Pryor Cashman LLP, located in New York City, where he chairs the Banking and Finance practice group. Mr. Remmel joined Pryor Cashman in 1988. His practice includes corporate and banking financings, issues relating to the Investment Company Act of 1940, and intellectual property and licensing issues, in particular in the biotechnology and biocosmeceutical areas. Mr. Remmel previously served on the Board of Advisors of CytoDel, LLC, an early-stage bio-pharmaceutical company developing products for bio-defense, neuronal drug delivery, and musculoskeletal and aesthetic medicine. In February 2018, he became a director of CytoDel, Inc., the successor to CytoDel LLC. In March 2019, he became a director of Aufbau Holdings Limited, an Irish limited company, developing therapeutics in ophthalmology and other areas. He was an associate of the law firm Reboul, MacMurray, Hewitt, Maynard & Kristol from 1984 to 1988, and began his legal career at Carter, Ledyard & Milburn, where he was an associate from 1979 to 1984. He was admitted to the New York bar in 1980 and is a member of the New York State Bar Association. He received his J.D. from the Washington & Lee University School of Law in 1979 and his B.A. from Princeton University in 1975. He currently is a doctoral candidate in the Graduate School of Life Sciences of the University of Utrecht, in the Department of Clinical and Translational Oncology, with a thesis project in novel diagnostics and therapies for early-stage breast cancer. Mr. Remmel has been selected to serve on the Company’s Board of Directors because of his substantial experience as a corporate attorney advising biotechnology companies and his familiarity with the fiduciary duties and the regulatory requirements affecting publicly traded companies.

Vote Required

Directors are elected by a plurality of the votes cast. The two director nominees who receive the highest number of affirmative votes cast will be elected as Class I directors. Votes that are withheld and broker non-votes, if any, are not counted as votes cast and will have no effect on the outcome of the matter.

Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made but the card is signed, “FOR” the election of each of the director nominees named in this Proxy Statement.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES IDENTIFIED ABOVE.

PROPOSAL NO. 2

RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee has selected Ernst & Young LLP (“EY”) as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

The Company is not required to submit the selection of our independent registered public accounting firm for stockholder approval but is doing so as a matter of a good corporate practice. However, if the stockholders do not ratify this selection, the Audit Committee will reconsider its selection of EY. Even if the selection is ratified, our Audit Committee may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that the change would be in the best interests of the Company and our stockholders.

Pre-Approval Policies and Procedures

The Audit Committee reviews and pre-approves all audit and non-audit services performed by the Company’s independent registered public accounting firm, as well as the fees charged for such services, in order to confirm that these services do not impair the auditor’s independence. This generally involves the pre-approval of the performance of specific services subject to a cost limit for all such services. This general pre-approval is reviewed, and if necessary modified, at least annually. Management must obtain the specific prior approval of the committee for each engagement of our auditor to perform other audit-related or other non-audit services. The committee does not delegate its responsibility to approve services performed by our auditor to any member of management. The committee has delegated authority to the committee chair to pre-approve certain audit or non-audit services to be provided to us by our auditor. Any approval of services by the committee chair pursuant to this delegated authority is reported to the committee at its next regularly scheduled meeting.

EY has served as our independent auditor for the year ended December 31, 2023 (on or after May 17, 2023 (the “Effective Date”) and for the year ended December 31, 2024. BDO USA, LLP (“BDO”) served as our independent auditor prior to the Effective Date. Representatives of EY are expected to be present virtually or by telephone at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate stockholder questions.

Fees for Independent Registered Public Accounting Firm

The following is a summary of the audit fees billed and expected to be billed to the Company by EY and BDO for the fiscal years ended December 31, 2024 and 2023 and the fees billed to the Company by EY and BDO for all other services rendered during the fiscal years ended December 31, 2024 and 2023. All services associated with such fees were pre-approved by our Audit Committee in accordance with the “Pre-Approval Policies and Procedures” described above. In its review of non-audit service fees, the Audit Committee considers, among other things, the possible impact of the performance of such services on the auditor’s independence. The Audit Committee has determined that the services described below were compatible with maintaining the auditor’s independence. Additional information concerning the Audit Committee and its activities can be found in the following sections of this Proxy Statement: “Board Committees” and “Report of the Audit Committee.”


	2024		2023
Audit Fees:
Consists of fees billed for the audit of our annual financial statements and the review of the financial statements included in our quarterly reports on Form 10-Q, and services that are normally provided by the independent auditors in connection with statutory and regulatory filings or engagements for that fiscal year, including consents and expenses.	$	779,600	$	610,000
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		5,000		—
Total Fees	$	784,600	$	610,000

Changes in Independent Registered Public Accounting Firm

Dismissal of BDO

As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on May 22, 2023 (the “Current Report”), on the Effective Date, the Audit Committee dismissed BDO as the Company’s independent registered public accounting firm, effective as of that date.

BDO’s audit reports on the Company’s consolidated financial statements for the years ended December 31, 2022 and 2021 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. BDO expressed no opinion on the effectiveness of the Company’s internal control over financial reporting for the fiscal year ended December 31, 2022, as the Company was not required to have, nor did the Company engage BDO to perform, an audit of the Company’s internal control over financial reporting in such year.

During the Company’s fiscal years ended December 31, 2022 and 2021 and the subsequent interim period through (and including) the Effective Date, there were (i) no disagreements with BDO on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which if not resolved to BDO’s satisfaction, would have caused BDO to make reference to the subject matter of the disagreements in its report on the Company’s consolidated financial statements for such year, and (ii) no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K, except as set forth in the following sentence. As previously disclosed under Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, during the audit of the consolidated financial statements for the year ended December 31, 2020, the Company reported a material weakness in its internal controls over financial reporting due to ineffective controls over the evaluation and accounting for complex financing transactions. The material weakness was remediated as of December 31, 2021.

The Company provided BDO with a copy of the disclosures in the Current Report and requested that BDO furnish a letter addressed to the SEC stating whether or not BDO agrees with the statements above. A copy of BDO’s letter dated May 22, 2023 is filed as Exhibit 16.1 to the Current Report.

Appointment of EY

The Audit Committee, on and effective as of the Effective Date, appointed EY as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

During the fiscal years ended December 31, 2022 and 2021 and the subsequent interim period through the Effective Date, neither the Company nor anyone acting on its behalf consulted with EY, regarding either: (i) the application of accounting principles to a specific transaction, completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that EY concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

Vote Required

Ratification of the selection of the independent registered public accounting firm requires the affirmative vote of a majority of the votes cast on the matter. Abstentions and broker non-votes, if any, are not counted as votes cast, and they will have no effect on the outcome of the proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 2.

PROPOSAL NO. 3

APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF EXECUTIVE COMPENSATION

Background

In accordance with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Section 14A of the Exchange Act, we are providing our stockholders with the opportunity to cast a non-binding, advisory vote to approve the compensation of our named executive officers (the “say-on-pay” vote).

The say-on-pay vote is a non-binding, advisory vote on the compensation of the Company’s “named executive officers,” as described in this Proxy Statement under the caption “Executive Compensation,” including in the tabular disclosure regarding such compensation and in the accompanying narrative disclosure. The say-on-pay vote is not a vote on the Company’s general compensation policies or the compensation of the Company’s Board.

Our philosophy in setting compensation policies for executive officers has two fundamental objectives: (1) to attract and retain a highly skilled team of executives and (2) to align our executives’ interests with those of our stockholders by rewarding short-term and long-term performance and tying compensation to increases in stockholder value. The Compensation Committee believes in a pay for performance culture, meaning that executive compensation should be directly linked both to improvements in corporate performance and accomplishments that are expected to increase stockholder value.

The vote under this Proposal No. 3 is advisory, and therefore not binding on the Company, the Board or our Compensation Committee. However, our Board, including our Compensation Committee, values the opinions of our stockholders and, to the extent there is any significant vote against the executive officer compensation as disclosed in this Proxy Statement, we will consider the outcome of the vote when making future compensation decisions for our named executive officers.

We are required to hold a say-on-pay vote at least once every three years, and, subject to the vote outcome on Proposal 4, our Board’s current policy is to hold a say-on-pay vote on an annual basis. Unless the Board modifies its policy on the frequency of holding say-on-pay advisory votes, after the Annual Meeting, the next say-on-pay vote is expected to occur at our 2026 Annual Meeting of Stockholders.

Stockholders are being asked to approve the following resolution pursuant to this Proposal No. 3:

RESOLVED, that the stockholders of Atossa Therapeutics, Inc. approve, on a non-binding, advisory basis, the compensation of the Company’s “named executive officers” (as defined in the Proxy Statement), as such compensation is described in the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders under the caption “Executive Compensation,” including in the tabular disclosure regarding such compensation and the accompanying narrative disclosure.

Vote Required

The non-binding, advisory approval of this proposal requires the affirmative vote of a majority of the votes cast on the matter. Abstentions and broker non-votes, if any, are not counted as votes cast, and they will have no effect on the outcome of the proposal.

THE BOARD OF DIRECTORS RECOMMENDS AN ADVISORY VOTE “FOR” PROPOSAL NO. 3.

PROPOSAL NO. 4

ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

Background

Pursuant to Section 14A of the Exchange Act, we are providing our stockholders with the opportunity to cast a non-binding, advisory vote on the frequency of future advisory votes on executive compensation. Stockholders may specify whether they prefer such votes to occur every one year, two years or three years, or they may abstain from voting. Stockholders are not voting to approve the Board’s recommendation.

The Company currently believes that advisory votes on executive compensation should be conducted every year. We believe this provides stockholders a regular opportunity to evaluate the effectiveness of our executive compensation program in relation to the Company’s business results and helps to facilitate our engagement with stockholders.

This proposal is advisory and will not be binding on the Company, the Board or the Compensation Committee. Although non-binding, the Board and the Compensation Committee will carefully review the voting results, and expect to be guided by the alternative that receives the highest number of votes, even if that alternative does not receive a majority vote. Notwithstanding the Board’s recommendation and the outcome of the stockholder vote, the Board may in the future decide to conduct advisory votes on executive compensation on a more or less frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to the Company’s executive compensation program.

This vote on the frequency of future advisory votes on executive compensation must be held at least once every six years, and the next such vote will occur at our 2031 Annual Meeting of Stockholders.

Vote Required

The non-binding advisory approval of this proposal requires the affirmative vote of a majority of the votes cast on the matter. Abstentions and broker non-votes, if any, are not counted as votes cast, and they will have no effect on the outcome of the proposal.

THE BOARD OF DIRECTORS RECOMMENDS AN ADVISORY VOTE to hold future advisory votes on executive compensation every “ONE YEAR.”

CORPORATE GOVERNANCE

Our business affairs are managed under the direction of our Board. Our Board has adopted a set of Principles of Corporate Governance as a framework for the governance of the Company, which is posted on our website located at https://atossatherapeutics.com/investors/ under “Governance.”

Director Independence

We believe that the Company benefits from having a strong and independent Board. For a director to be considered independent, the Board must determine, in accordance with the Nasdaq listing rules, that the director does not have any direct or indirect material relationship with the Company that would affect his or her exercise of independent judgment. On an annual basis, the Board reviews the independence of all directors under guidelines established by Nasdaq and in light of each director’s background, employment and affiliations with the Company and members of management, as well as significant holdings of Company securities. considers all known relevant facts and circumstances. Based on this review, the Board has made an affirmative determination that all current directors, other than Drs. Quay and Chen, are “independent directors” as defined under the Nasdaq listing rules. The Board determined that Dr. Quay is not independent because of his service as the Company’s President and Chief Executive Officer and that Dr. Chen is not independent because of her marriage to Dr. Quay. The independent board members meet regularly in executive sessions without the non-independent members and without management present.

Our Board also determined that each of the directors currently serving on the Audit Committee and the Compensation Committee satisfy the heightened independence standards for audit committees and compensation committees, as applicable, as established by SEC requirements and the Nasdaq listing rules.

Corporate Code of Business Conduct and Ethics

We believe that our Board and committees, led by a group of strong and independent directors, provide the necessary leadership, wisdom and experience that the Company needs in making sound business decisions. We have adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) that applies to all of our officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our Code of Conduct helps clarify the operating standards and ethics that we expect of all of our officers, directors and employees. Our Code of Conduct is posted on our website located at https://atossatherapeutics.com/investors/ under “Governance.” We intend to disclose future amendments to certain provisions of the Code of Conduct, and waivers of the Code of Conduct granted to executive officers and directors, on the website within four business days following the date of the amendment or waiver.

Stockholder Communications

Generally, stockholders and other interested parties who have questions or concerns regarding the Company should contact our Investor Relations representative at 484-356-7105. However, any party who wishes to address questions regarding the business or affairs of the Company directly with the Board, or any individual director, should direct his or her questions in writing to the Corporate Secretary, Atossa Therapeutics, Inc., 10202 5th Avenue NE, Suite 200, Seattle, WA 98125. Upon receipt of any such communications, the correspondence will be reviewed by our Corporate Secretary, who will determine whether the communication is appropriate for presentation to the Board or the individual director, and if so determined by our Corporate Secretary, will be directed to the appropriate person, including individual directors. The purpose of this screening is to allow the Board to avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations and hostile communications).

BOARD OF DIRECTORS AND COMMITTEES

Director Attendance

During fiscal 2024, our Board met seven times and each director attended at least 95% of the aggregate number of meetings of the Board and of the committees on which he or she was a member (during the period in which he or she was on the Board or committee).

The Company encourages all directors to attend Annual Meetings of Stockholders, absent unusual circumstances. All members of the Board were present virtually or by telephone at the 2024 Annual Meeting of Stockholders with the exception of Mr. Steinhart.

Board Leadership Structure

We do not have a policy regarding whether the roles of Chairman of the Board and the Chief Executive Officer should be separate or combined, and our Board believes that the Company should maintain its flexibility to determine the appropriate leadership structure, from time to time, based on criteria that are in the Company’s best interests and the best interests of the Company’s stockholders. As such, the Board periodically reviews its leadership structure to evaluate whether the structure remains appropriate for the Company, and may modify this structure from time to time as and when appropriate to best address the Company’s unique circumstances and advance the best interests of all stockholders. At any time when the Chairman is not independent, the independent directors of the Board will designate an independent director to serve as lead independent director for a period of at least one year.

The Board currently combines the role of Chairman of the Board with the role of Chief Executive Officer, and the independent directors have appointed Mr. Remmel to serve as our Lead Independent Director. The Board believes this leadership model, together with five of the other six Board members being independent, all key committees of the Board being comprised solely of, and chaired by, independent directors, and the Company’s established Principles of Corporate Governance, provides an effective leadership structure for the Company. Combining the Chairman and Chief Executive Officer roles fosters clear accountability, effective decision-making, and aligns corporate strategy with the Company’s day-to-day operations, while our Lead Independent Director provides independent Board oversight of management. Dr. Quay has served as Chairman, Chief Executive Officer and President since the Company was incorporated in April 2009. The independent directors believe that because Dr. Quay manages the Company on a day-to-day basis as Chief Executive Officer and President, his direct involvement in the Company’s operations makes him uniquely qualified to lead the Board in effective decision-making and to efficiently align the Company’s day-to-day operations with the Board’s objectives. In addition, to further foster effective independent oversight of the Company, the Board holds executive sessions of the independent directors of the Board at every meeting.

The Lead Independent Director’s responsibilities include: (a) presiding at meetings of the Board at which the Chairman of the Board is not present, including executive sessions of the independent directors; (b) approving information sent to the Board; (c) approving the agenda and schedule for Board meetings so that there is sufficient time for discussion of all agenda items; (d) serving as a liaison between the Chairman of the Board and the independent directors; and (e) being available for consultation and communication with major stockholders upon request. The Lead Independent Director also has the authority to call executive sessions of the independent directors.

The Board believes that its programs for overseeing risks, as described below, would be effective under a variety of leadership frameworks. Accordingly, the Board’s risk oversight function did not significantly impact its selection of the current leadership structure.

Board Risk Oversight

The Board has overall responsibility for the oversight of the Company’s risk management process, which is designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance stockholder value. Risk management includes not only understanding Company-specific risks and the steps management implements to manage those risks, but also what level of risk is acceptable and appropriate for the Company. Management is responsible for establishing our business strategy, identifying, and assessing the related risks and implementing appropriate risk management practices. The Board periodically reviews our business strategy and management’s assessment of the related risk, including risks related to cybersecurity and information technology matters, and discusses with management the appropriate level of risk for the Company. The Board also delegates oversight to Board committees to oversee selected elements of risk as set forth below.

Board Committees

Our Board has a separately designated Audit Committee, Compensation Committee and Nominating and Governance Committee. Members serve on these committees until their resignation or until otherwise determined by our Board. Each of these committees is comprised solely of independent directors, is empowered to retain outside advisors as it deems appropriate and regularly reports its activities to the full Board.

Audit Committee. The Audit Committee is comprised of Mr. Steinhart (Chairman), Mr. Finn, Mr. Remmel and Dr. Galli. The Audit Committee selects the Company’s independent registered public accounting firm, approves its compensation, oversees and evaluates the performance of the independent registered public accounting firm, oversees the accounting and financial reporting policies and internal control systems of the Company, reviews the Company’s interim and annual financial statements, independent registered public accounting firm reports and management letters and performs other duties, as specified in the Audit Committee Charter, a copy of which is available on the Company’s website at www.atossatherapeutics.com. Additionally, the Audit Committee is involved in the oversight of the Company’s risk management through its review of the Company’s practices relating to risk assessment and management, and in particular, its oversight of risks related to the Company’s financial statements and financial reporting process, compliance and information technology and cybersecurity. The Audit Committee met seven times in fiscal 2024. All members of the Audit Committee satisfy the heightened independence standards under the Nasdaq listing rules and the rules and regulations established by the SEC applicable to directors serving on audit committees. The Board has determined that Mr. Steinhart qualifies as an “audit committee financial expert,” as that term is defined in the rules and regulations established by the SEC, and all members of the Audit Committee are “financially literate” under Nasdaq listing rules.

Compensation Committee. The Compensation Committee is comprised of Mr. Remmel (Chairman), Mr. Steinhart and Dr. Galli. The Compensation Committee reviews and recommends the compensation arrangements for management or approves such arrangements if so directed by the Board, establishes and reviews general compensation policies, administers the Company’s equity compensation plans and reviews and recommends to the Board the compensation paid to non-employee directors for their service on the Board. Our Chief Executive Officer makes recommendations to the Compensation Committee regarding corporate and individual performance goals and objectives relevant to executive compensation and executives’ performance in light of such goals and objectives and recommends other executives’ compensation levels to the Compensation Committee based on such evaluations. The Compensation Committee may delegate authority to grant awards under our equity compensation plan to the Chief Executive Officer, but it has not historically done so. The Compensation Committee considers these recommendations and then makes an independent decision regarding officer compensation levels and awards. The Chief Executive Officer is not present when his compensation is evaluated. The Compensation Committee has the authority to engage outside advisors, such as compensation consultants, to assist it in carrying out its responsibilities. The Compensation Committee engaged Aon Consulting Inc. (“Aon”) (the “Compensation Consultant”) in 2024 to provide advice regarding the amount and form of executive and director compensation. The Compensation Committee met four times in fiscal 2024. A copy of the Compensation Committee Charter is available on the Company’s website at www.atossatherapeutics.com. All members of the Compensation Committee satisfy the heightened independence standards under the Nasdaq listing rules and the rules and regulations established by the SEC applicable to directors serving on compensation committees.

Compensation Committee Interlocks

None of the members of our Compensation Committee has at any time during the prior three years been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.

Nominating and Governance Committee. The Nominating and Governance Committee is comprised of Dr. Galli (Chairman), Dr. Cigler, Mr. Finn and Mr. Remmel. The Nominating and Governance Committee identifies and nominates candidates for election to the Board, establishes procedures under which stockholders may recommend a candidate for consideration for nomination as a director, annually reviews and evaluates the performance, size, structure, composition and functioning of the Board and periodically assesses and reviews the Company’s Principles of Corporate Governance and recommends any appropriate changes to the Board. The Nominating and Governance Committee met two times in fiscal 2024. A copy of the Nominating and Governance Committee Charter is available on our website at www.atossatherapeutics.com. All members of the Nominating and Governance Committee satisfy the independence standards under the Nasdaq listing rules.

EXECUTIVE OFFICERS

Our current executive officers and their respective ages and positions as of the date of this Proxy Statement are set forth in the following table. Biographical information for Dr. Quay is set forth above under Proposal No. 1 (Election of Directors).


Name	Age	Position
Executive Officers:
Steven C. Quay, M.D., Ph.D (1)	74	Chairman of the Board, President and Chief Executive Officer
Heather Rees, CPA (inactive)	52	Chief Financial Officer

(1) For Dr. Quay’s biographical information, see “Nominees and Incumbent Directors” above

Heather Rees., CPA (inactive). Heather Rees has served as the Company’s Chief Financial Officer since June 2024. Ms. Rees previously served as the Company’s Senior Vice President, Finance and Accounting since 2023, the Company’s Vice President of Finance & Accounting since 2021 and Controller since 2017. Ms. Rees previously spent ten years working as an independent financial consultant serving public and private companies. She began her career with Deloitte & Touche and worked for nine years in the audit practice. Ms. Rees earned a Bachelor of Business Administration in Accounting from Gonzaga University. Ms. Rees also attended Stanford University's Graduate School of Business’s Executive Education program: 2025 Emerging CFO Strategic Financial Leadership Program.

SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT

Based on information available to us and filings with the SEC, the following table sets forth certain information regarding the beneficial ownership (as defined by Rule 13d-3 under the Exchange Act) of our outstanding Common Stock for (i) each of our directors and nominees, (ii) each of our “named executive officers,” as defined in the “Executive Compensation” section below, (iii) all of our current directors and executive officers as a group, and (iv) persons known to us to beneficially hold more than 5% of our outstanding Common Stock. The following information is presented as of March 17, 2025 or such other date as may be reflected below.

Beneficial ownership and percentage ownership are determined in accordance with the rules of the SEC and include voting or investment power with respect to shares of Common Stock. This information does not necessarily indicate beneficial ownership for any other purpose. Under these rules, shares of Common Stock issuable pursuant to stock options that are exercisable within 60 days of March 17, 2025, as well as convertible preferred stock, are deemed outstanding for the purpose of computing the percentage ownership of the person holding the options or convertible preferred stock, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person. To our knowledge and subject to applicable community property rules, and except as otherwise indicated below, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned. Unless otherwise noted, the address of each person listed on the table is c/o Atossa Therapeutics, Inc., 10202 5th Avenue NE, Suite 200, Seattle, Washington 98125.


	Shares Beneficially Owned
Name of Beneficial Owner	Number			Percent of Class (1)
Steven C. Quay, M.D., Ph.D.(2)		10,001,747			7.2	%
Shu-Chih Chen, Ph.D.(3)		452,887	*
Jonathan F. Finn, C.F.A.(4)		150,000	*
Stephen J. Galli, M.D.(5)		429,173	*
Heather Rees, CPA (inactive)(6)		777,878	*
H. Lawrence Remmel, Esq.(7)		257	*
Richard I. Steinhart(8)		427,250	*
Tessa Cigler, M.D., M.P.H. (9)		83,334			—
All current executive officers and directors as a group (8 persons)(10)		12,300,272			8.7	%
Other 5% Beneficial Owners:
BlackRock, Inc.(11)		9,667,615			7.5	%
The Vanguard Group, Inc, Inc.(12)		6,598,296			5.1	%

* Less than one percent.

(1)

Based on 129,170,004 shares of Common Stock issued and outstanding as of March 17, 2025.

(2)

Consists of (i) 2,659 shares of Common Stock directly owned by Dr. Quay, (ii) 22,254 shares of Common Stock owned by Ensisheim Partners LLC (“Ensisheim”), (iii) 9,974,561 shares of Common Stock issuable upon the exercise of stock options held by Dr. Quay and exercisable within 60 days of March 17, 2025 and (iv) 8 shares of Preferred B Stock convertible into 2,273 shares of Common Stock. Drs. Quay and Chen share voting and investment power over the securities held by Ensisheim. Ensisheim is solely owned and controlled by Drs. Quay and Chen, and, as a result, Drs. Quay and Chen are deemed to be beneficial owners of the shares held by this entity.

(3)

Consists of (i) 22,254 shares of Common Stock owned by Ensisheim, (ii) 428,360 shares of Common Stock issuable upon the exercise of stock options held by Dr. Chen and exercisable within 60 days of March 17, 2025 and (iii) 8 shares of Preferred B Stock, convertible into 2,273 shares of Common Stock. Drs. Quay and Chen share voting and investment power over the securities held by Ensisheim. Ensisheim is solely owned and controlled by Drs. Quay and Chen, and, as a result, Drs. Quay and Chen are deemed to be beneficial owners of the shares held by this entity.

(4)

Consists of (i) 25,000 shares of Common Stock held by Mr. Finn, and (ii) 125,000 shares of Common Stock issuable upon the exercise of stock options held by Mr. Finn and exercisable within 60 days of March 17, 2025.

(5)

Consists of (i) 99 shares of Common Stock held by Dr. Galli, and (ii) 429,074 shares of Common Stock issuable upon the exercise of stock options held by Dr. Galli and exercisable within 60 days of March 17, 2025.

(6)

Consists of 777,878 shares of Common Stock issuable upon the exercise of stock options held by Ms. Rees and exercisable within 60 days of March 17, 2025.

(7)

Consists of 257 shares of Common Stock held by Mr. Remmel. Mr. Remmel disclaims beneficial ownership of the 11 shares of Common Stock held by his spouse.

(8)

Consists of 427,250 shares of Common Stock issuable upon the exercise of stock options held by Mr. Steinhart and exercisable within 60 days of March 17, 2025.

(9)

Consists of 83,334 shares of Common Stock issuable upon the exercise of stock options held by Dr. Cigler and exercisable within 60 days of March 17, 2025

(10)

Consists of (i) 50,269 shares of Common Stock, (ii) 12,245,457 shares of Common Stock issuable upon the exercise of stock options exercisable within 60 days of March 17, 2025 and (iii) 16 shares of Preferred B Stock convertible into 4,546 shares of Common Stock

(11)

Based on information set forth in a Schedule 13G filed with the SEC on November 8, 2024, by BlackRock, Inc. (“BlackRock”). Consists of (i) 9,667,615 shares over which BlackRock holds sole dispositive power, (ii) no shares over which BlackRock holds shared dispositive power, (iii) 9,518,252 shares over which BlackRock holds sole voting power, and (iv) no shares over which BlackRock holds shared voting power. BlackRock’s business address is 50 Hudson Yards, New York, NY 10001.

(12)

Based on information set forth in a Schedule 13G/A filed with the SEC on November 12, 2024, by The Vanguard Group, Inc. (“Vanguard”). Consists of (i) 6,469,502 shares over which Vanguard holds sole dispositive power, (ii) 128,794 shares over which Vanguard holds shared dispositive power, (iii) no shares over which Vanguard holds sole voting power, and (iv) 82,445 shares over which Vanguard holds shared voting power. Vanguard’s business address is 100 Vanguard Blvd., Malvern, PA 19355.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, officers and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. To our knowledge, based solely on our review of Forms 3, 4 and 5 filed with the SEC or written representations that no Form 5 was required, during the year ended December 31, 2024, we believe that our directors, officers and persons who beneficially own more than 10% of a registered class of our equity securities timely filed all reports required under Section 16(a) of the Exchange Act, except that, due to administrative delays in receiving EDGAR filer codes, one Form 4 to report a grant of stock options was filed late with respect to Dr. Cigler.

CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

Transactions with Related Parties

Other than compensation arrangements described below under the captions “Director Compensation” and “Executive Compensation,” since January 1, 2023, we have not been a party to any related party transactions within the meaning of the SEC rules.

Related-Party Transaction Review and Approval

Related party transactions that the Company is required to disclose publicly under the federal securities laws require prior approval by the Company’s independent directors without the participation of any director who may have a direct or indirect interest in the transaction in question. Related parties include directors, nominees for director, principal stockholders (that is, any person who beneficially owns five percent or more of any class of the Company’s voting securities), executive officers and members of their immediate families. For these purposes, a “transaction” includes all financial transactions, arrangements or relationships, ranging from extending credit to the provision of goods and services for value. The Company’s policies and procedures regarding related party transactions are not part of a formal written policy, but rather, represent a course of practice determined to be appropriate by the Audit Committee. In determining to approve or ratify any such transaction, our Audit Committee is expected to take into account, among other factors it deems appropriate, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction.

DIRECTOR COMPENSATION

Non-employee director compensation is generally reviewed and set annually at the Board meeting held in connection with the Annual Meeting of Stockholders. The non-employee directors of the Company received the following for service on the Board from May 2024 through May 2025:

•

upon joining the Board, an initial fee of $50,000 in cash;

•

an annual cash payment of $50,000 for each board member; and

•

an annual grant of options exercisable for 125,000 shares that vests quarterly over the one-year period following the date of grant, subject to continued service through each such date.

In addition to the above, annual compensation for service as the Lead Independent Director is $30,000 and annual compensation for service on the Audit Committee is $20,000 for the Chair and $15,000 for each committee member, paid in cash quarterly. Annual compensation for service on the Compensation Committee and Nominating and Governance Committee is $15,000 for the Chair and $10,000 for each committee member, paid in cash quarterly. The independent board members are also reimbursed on a case-by-case basis up to a pre-set amount for actual out of pocket expenses for graduate level course work in fields related to the business of the Company, though no such reimbursements were made with respect to 2024.

The employee directors receive no compensation for their board service. Pursuant to the policies of Pryor Cashman, the law firm of which Mr. Remmel is a partner, the compensation Mr. Remmel receives for his services as a director (other than expense reimbursement) is paid to the firm directly. All directors receive reimbursement for reasonable travel expenses. The following table sets forth information regarding compensation earned by our non-employee directors during the fiscal year ended December 31, 2024:


Name	Fees Earned or Paid in Cash		Option Awards Dollar Amount(1)		Options Awards Number of Shares		All Other Compensation		Total		Outstanding Option Awards(2)
Shu-Chih Chen, Ph.D.	$	50,000	$	101,842		125,000	$	—	$	151,842		490,860
Stephen Galli, M.D.	$	90,000	$	101,842		125,000	$	—	$	191,842		491,574
H. Lawrence Remmel, Esq.(3)	$	105,000	$	101,842		125,000	$	—	$	206,842		—
Richard Steinhart	$	80,000	$	101,842		125,000	$	—	$	181,842		489,750
Jonathan F. Finn, C.F.A.	$	70,000	$	101,842		125,000	$	—	$	171,842		187,500
Tessa Cigler, M.D., M.P.H. (4)	$	94,167	$	119,450		145,834	$	—	$	213,617		145,834

(1)

The value of the awards has been computed in accordance with Accounting Standards Codification Topic 718, Compensation - Stock Compensation (ASC 718). Assumptions used in the calculations for these amounts are included in the notes to our financial statements included in our Annual Report for the fiscal year ended December 31, 2024.

(2)

The shares reported in this column represent the aggregate number of option awards outstanding as of December 31, 2024.

(3)

The compensation Mr. Remmel receives for his services as a director in the form of an option grant is assigned to the Pryor Cashman law firm of which Mr. Remmel is a partner.

(4)

Dr. Cigler was added to the Board on March 9, 2024.

EXECUTIVE COMPENSATION

Remuneration of Officers

Our Compensation Committee is responsible for reviewing and evaluating key executive employee base salaries, setting goals and objectives for executive bonuses and administering benefit plans. The Compensation Committee provides advice and recommendations to our Board of Directors on such matters.

Summary Compensation Table

The following table sets forth the compensation earned by our President and Chief Executive Officer, Dr. Quay, and our Chief Financial Officer, Ms. Rees (together, the “Named Executive Officers”) for fiscal years 2024 and 2023:


Name and Position		Year	Salary		Option Awards (1)		Non-equity Incentive Plan Compensation (2)		All Other Compensation (3)		Total
Steven C. Quay, M.D., Ph. D.	President and Chief	2024	$	705,910	$	1,490,639	$	529,433	$	38,100	$	2,764,082
	Executive Officer	2023	$	705,910	$	1,143,927	$	469,783	$	36,600	$	2,356,220
Heather Rees, CPA (inactive)	Chief Financial Officer	2024	$	402,487	$	489,237	$	219,850	$	38,100	$	1,149,674
		2023	$	331,585	$	166,818	$	152,460	$	36,600	$	687,463

(1)

The value of the option awards has been computed in accordance with ASC 718. Assumptions used in the calculations for these amounts are included in the notes to our financial statements included in our Annual Report. The options vest quarterly over two years from the date of grant.

(2)

Amounts represent the annual performance bonus.

(3)

Amounts represent the 401(k) match made by the Company on behalf of the Named Executive Officers and reimbursements under our wellness program and an internet stipend.

Outstanding Equity Awards at Fiscal Year-End

The following table shows information regarding our outstanding equity awards at December 31, 2024 for the Named Executive Officers under the Company’s Incentive Plans:


Name		Grant Date	Number of Securities Underlying Unexercised Options Exercisable			Number of Securities Underlying Unexercised Options Unexercisable		Option Exercise Price		Option Expiration Date
Steven C. Quay,	President and Chief	3/16/2015		1,528			—	$	338.40	3/16/2025
M.D., Ph.D.	Executive Officer	5/18/2016		3,163			—	$	47.34	5/18/2026
		5/24/2017		47,992			—	$	5.64	5/24/2027
		5/17/2019		2,300,000			—	$	1.36	5/17/2029
		4/9/2020		195,000			—	$	1.48	4/9/2030
		5/15/2020		1,305,000			—	$	1.48	5/15/2030
		5/14/2021		1,900,000			—	$	2.90	5/14/2031
		2/24/2022		1,900,000			—	$	1.25	2/24/2032
		3/2/2023		1,638,963	(1)		234,137	$	0.72	3/2/2033
		6/27/2024		448,778	(1)		1,346,322	$	1.05	6/27/2034
Heather Rees,	Chief Financial	4/9/2020		32,500			—	$	1.48	4/9/2030
CPA (inactive)	Officer	7/3/2020		23,500			—	$	3.18	7/3/2030
		5/14/2021		129,700			—	$	2.90	5/21/2031
		8/11/2021		100,000			—	$	3.18	8/11/2031
		5/13/2022		150,000			—	$	0.93	5/13/2032
		6/12/2023		169,500	(1)		56,500	$	0.92	6/12/2033
		6/27/2024		144,428	(1)		433,272	$	1.05	6/27/2034

(1)

Option vests quarterly over two years from the date of grant.

Equity Award Grant Practices

We do not have any program, plan or obligation that requires us to grant equity awards on specified dates. We also do not have any program, plan or practice to time award dates of stock option grants to our executive officers in coordination with the release of material nonpublic information and typically aim to make equity grants during an open trading window. Equity awards may occasionally be granted following a significant change in job responsibilities or to meet special retention or performance objectives. During 2024, the Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity-based awards, including stock options, and the Company did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2024, the Compensation Committee did grant stock option awards to our NEOs within the period beginning four business days before our filing of a periodic report on Form 10-K or Form 10-Q or the filing or furnishing of a current report on Form 8-K that disclosed material nonpublic information (other than a current report on Form 8-K disclosing a material new stock option award under Item 5.02(e) of such Form 8-K), and ending one business day after the filing or furnishing of such report because the Compensation Committee typically grants equity awards on the date of the Company’s annual meeting of stockholders, and thus granted such stock options within the period four business days before the filing of the Company’s Form 8-K announcing its annual meeting results. The following information regarding such option grants is provided in accordance with SEC rules:


Name and Position	Grant Date	Number of Securities Underlying Award		Exercise Price		Grant Date Fair Value		Percentage Change in Closing Market Price of Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material Nonpublic Information
Steven C. Quay, M.D., Ph. D.	6/27/2024		1,795,100	$	1.05	$	1,490,639	(2.5)%
Heather Rees, CPA (inactive)	6/27/2024		577,700	$	1.05	$	489,237	(2.5)%

PAY VERSUS PERFORMANCE

As required by the Dodd-Frank Act and Item 402(v) of SEC Regulation S-K, we are providing the following specified disclosures regarding the relationship between the compensation actually paid to our executive officers and certain measures of financial performance. The following table reports the compensation of Dr. Steven C. Quay, our Chairman and CEO (our Principal Executive Officer, or “PEO”) and the average compensation of the other Named Executive Officers (our “Non-PEO NEOs”) as reported in the Summary Compensation Table for the past three fiscal years, as well as their “compensation actually paid” as calculated pursuant to the SEC rules (referred to as “CAP”).


Year	Summary Compensation Table Total for PEO (1)		Compensation Actually Paid to PEO (1)(2)		Summary Compensation Table Total for Non-PEO NEOs (1)		Compensation Actually Paid to Non-PEO NEOs (1)(3)		Value of Initial Fixed $100 Investment Based On Total Shareholder Return(4)			Net Loss
2024	$	2,764,082	$	3,018,458	$	1,149,674	$	1,238,488	$	2		$	(25,504,000	)
2023	$	2,356,220	$	2,653,763	$	1,412,840	$	715,616	$	(7	)	$	(30,094,000	)
2022	$	3,160,876	$	2,971,123	$	1,527,871	$	1,445,374	$	(44	)	$	(26,960,000	)

(1)

Dr. Quay is our PEO for 2024, 2023 and 2022. Ms. Rees is the only Non-PEO NEO for 2024. Kyle Guse, Former Chief Financial Officer, Greg Weaver, Former Chief Financial Officer, and Ms. Rees are the Non-PEO NEOs for 2023. Mr. Guse is the only Non-PEO NEO for 2022.

(2)

The table below shows the amount of CAP to our PEO, as computed in accordance with Item 402(v) of SEC regulation S-K. The dollar amounts reported do not reflect actual amount of compensation earned by or paid to our PEO during the applicable year, and the Compensation Committee did not consider CAP in making any executive compensation decisions with respect to our PEO. In accordance with SEC rules, these amounts reflect the “Total” compensation as set forth in the Summary Compensation Table for the applicable year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.


Year	Summary Compensation Table Total for PEO		Equity Awards in SCT (A)			Equity Award Adjustments (B)		Compensation Actually Paid to PEO
2024	$	2,764,082	$	(1,490,639	)	$	1,745,015	$	3,018,458
2023	$	2,356,220	$	(1,143,927	)	$	1,441,470	$	2,653,763
2022	$	3,160,876	$	(2,019,697	)	$	1,829,944	$	2,971,123

(a)

Represents the amounts reported in the Option Awards column in the Summary Compensation Table (“SCT”) for the applicable year.

(b)

Represents the equity award adjustments (deductions and additions) for PEO equity awards for each applicable year calculated as follows:


Year	Year-End Fair Value of Outstanding and Unvested Equity Awards Granted During the Year		Year-over-Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years			Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year		Change in the Fair Value from Prior Fiscal Year End to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year			Total Equity Award Adjustments
2024	$	1,418,914	$	(8,325	)	$	370,608	$	(36,182	)	$	1,745,015
2023	$	1,093,739	$	(15,321	)	$	428,413	$	(65,361	)	$	1,441,470
2022	$	1,226,109	$	(50,510	)	$	755,829	$	(101,484	)	$	1,829,944

(3)

The table below shows CAP for the Non-PEO NEO(s), as computed in accordance with Item 402(v) of SEC Regulation S-K. The dollar amounts reported do not reflect the actual amount of compensation earned by or paid to our Non-PEO NEO(s) during the applicable year, and the Compensation Committee did not consider CAP in making any executive compensation decisions with respect to our Non-PEO NEO(s). In accordance with SEC rules, these amounts reflect the “Total” compensation as set forth in the Summary Compensation Table for the applicable year, on average, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.


Year	Summary Compensation Table Total for Non-PEO NEOs		Equity Awards in SCT (A)			Equity Award Adjustments (B)		Compensation Actually Paid to Non-PEO NEOs
2024	$	1,149,674	$	(489,237	)	$	578,051	$	1,238,488
2023	$	1,412,840	$	(875,334	)	$	178,110	$	715,616
2022	$	1,527,871	$	(788,918	)	$	706,421	$	1,445,374

(a)

Represents the average of the amounts reported in the Option Awards column in the Summary Compensation Table for the applicable year.

(b)

Represents the equity average award adjustments (deductions and additions) for our Non-PEO NEO(s) equity awards for the applicable year calculated as follows:


Year	Year-End Fair Value of Outstanding and Unvested Equity Awards Granted During the Year		Year-over-Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years			Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year		Change in the Fair Value from Prior Fiscal Year End to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year			Prior Year End Fair Value for Equity Awards Granted in Prior Years that were Forfeited During the Year			Total Equity Award Adjustments
2024	$	466,599	$	(2,558	)	$	119,271	$	(5,261	)		-		$	578,051
2023	$	113,935	$	(536	)	$	76,474	$	(8,675	)	$	(3,088	)	$	178,110
2022	$	480,268	$	(22,448	)	$	293,960	$	(45,359	)		-		$	706,421

(4)

Total Shareholder Return (“TSR”) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period, by (b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2021.

Description of Certain Relationships between Information Presented in the Pay versus Performance Table

While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

Compensation Actually Paid and Cumulative TSR

Compensation Actually Paid and Net Loss

Employment Agreements

Employment Agreement with Steven C. Quay, M.D., Ph.D.

The Company entered into an employment agreement with Dr. Quay on September 27, 2010, to act as the Company’s Chief Executive Officer. The agreement provided for an initial base salary of $250,000, which was amended over the years and has been subsequently increased to $705,910 for 2024, with an annual target bonus of up to 55% of Dr. Quay’s then-current base salary, payable upon the achievement of performance goals to be established annually by the Compensation Committee.

Compensation Committee reviewed the performance of Dr. Quay for 2024 against these goals and determined that his bonus for 2024 was 125% of potential, or $529,433.

During the employment term, the Company will make available to Dr. Quay employee benefits provided to other key employees and officers of the Company. To the extent these benefits are based on length of service with the Company, Dr. Quay will receive full credit for prior service with the Company. Dr Quay is entitled to participation in health, hospitalization, disability, dental and other insurance plans that the Company may have in effect for other executives, all of which shall be paid for by the Company with contribution by Dr. Quay as set for the other executives, as and if appropriate.

Dr. Quay has also agreed that, for the period commencing on the date of his employment agreement with the Company and during the term of his employment and for a period of 12 months following termination of his employment with the Company that he will not compete with the Company in the United States. The employment agreement also contains provisions relating to confidential information and assignment of inventions, which require Dr. Quay to refrain from disclosing any proprietary information and to assign to the Company any inventions, or future products, research, or development, or which result from work they perform for the Company or using its facilities.

Employment Agreement with Heather Rees, CPA (inactive)

The Company is party to an employment agreement with Ms. Rees dated as of July 1, 2024, pursuant to which she was promoted to act as the Company’s Chief Financial Officer. The agreement provided for an initial base salary of $439,700, with an annual target bonus of up to 40% of Ms. Rees’ then-current base salary, payable upon the achievement of performance goals to be established annually by the Compensation Committee.

The goals for fiscal 2024 included (1) Complete (Z)-Endoxifen top line strategy, (2) completion of the PK run-in cohort for the Evangeline Phase 2 neoadjuvant trial, (3) acquisition or development of additional programs, (4) commencement of one or more additional studies and (5) accomplishment of one or more specified “stretch goals .” On January 17, 2025, the Compensation Committee reviewed the performance of Ms. Rees for 2024 against these goals and determined that her bonus for 2024 was 125% of potential, or $219,850.

During the employment term, Ms. Rees is entitled to participate in the Company’s employee benefit plans as in effect from time to time on the same basis as those benefits are generally made available to other senior executives of the Company, in each case to the extent that she is eligible under the terms of such plans or programs.

Severance Benefits and Change in Control Arrangements

The Company has agreed to provide the severance benefits and change in control arrangements described below to its named executive officers.

Dr. Steven C. Quay, M.D. Ph.D.

Pursuant to his employment agreement, if (i) the Company terminates the employment of Dr. Quay without cause, or (ii) Dr. Quay terminates his employment for good reason, then Dr. Quay will be entitled to receive all accrued but unpaid compensation including pro-rated bonus, plus, subject to Dr. Quay’s execution and non-revocation of a release of claims in favor of the Company and continued compliance with certain restrictive covenants, a severance payment equal to 12 months of base salary and the vesting of all shares of Common Stock underlying unvested options then held by Dr. Quay will accelerate, and the options will remain exercisable for the remainder of their terms. The cash severance payment is required to be paid in substantially equal installments over a period of six months beginning on the Company’s first payroll date that occurs following the 30th day after the effective date of termination of Dr. Quay’s employment, subject to certain conditions. The Company will not be required, however, to pay any severance pay for any period following the termination date if Dr. Quay materially violates certain provisions of his employment agreement and the violation is not cured within 30 days following receipt of written notice from the Company containing a description of the violation and a demand for immediate cure.

In addition, under the terms of his employment agreement, in the event of a “change in control” of the Company (as defined in the employment agreement) during Dr. Quay’s employment term, Dr. Quay will be entitled to receive a one-time payment equal to 2.9 times his base salary, and the vesting of all outstanding equity awards then held by Dr. Quay will accelerate such that they are fully vested as of the date of the change in control.

Heather Rees, CPA (inactive)

Pursuant to her employment agreement, (i) if Ms. Rees terminates employment due to death or disability, she will be entitled to receive, in addition to accrued benefits, a pro rata portion of the actual bonus that would have been earned for the year of termination, based on the days employed during such year, payable on the date when bonuses are otherwise paid to company employees, and (ii) if the Company terminates the employment of Ms. Rees without cause or Ms. Rees terminates her employment for good reason, in either event not within 30 days before or 12 months after a change in control, she will be entitled to receive, in addition to accrued benefits, (a) subject to her execution and non-revocation of a release of claims in favor of the Company and continued compliance with certain restrictive covenants, 50% payment of base salary payable over six months and (b) up to six months of COBRA benefits.

In addition, under the terms of her employment agreement, in the event of a termination without cause or for good reason within the period 30 days prior to or within 12 months after a “change in control” of the Company (as defined in the employment agreement), Ms. Rees will be entitled to receive, in addition to accrued benefits and subject to her execution and non-revocation of a release of claims in favor of the Company and continued compliance with certain restrictive covenants (a) a pro rata portion of the actual bonus that would have been earned for the year of termination, based on the days employed during such year, payable on the date when bonuses are otherwise paid to company employees, (b) a one-time payment equal to 1.0 times her base salary plus target annual bonus, payable in a lump sum, (c) the vesting of all outstanding equity awards then held by Ms. Rees will accelerate, and (d) up to twelve months of COBRA benefits.

Other Benefits

The Company offers health, dental, disability and life insurance to its full-time employees. A 401(k) Plan with matching up to 4% of salary is also offered to its full and part-time employees.

Insider Trading Policy and Prohibition on Hedging and Pledging

We have adopted insider trading policies and procedures governing the purchase, sale and other transactions in Company securities by the Company’s directors, officers and employees, as well as the Company itself, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and Nasdaq listing standards.

Under our insider trading policies and procedures, our directors, officers and certain employees are prohibited from (i) engaging in short sales, (ii) buying or selling puts, calls, other derivative securities of the Company or any derivative securities that provide the economic equivalent of ownership of any of the Company’s securities or an opportunity, direct or indirect, to profit from any change in the value of the Company’s securities, (iii) using the Company’s securities as collateral in a margin account, (iv) unless approved by the Audit Committee, pledging Company securities as collateral for a loan (or modifying an existing pledge) and (v) no short-term trading (generally defined as selling Company securities within six months following a purchase).

Incentive Compensation Clawback Policy

We have adopted an Incentive Compensation Clawback Policy, which is intended to comply with the requirements of Nasdaq Listing Standard 5608 implementing Rule 10D-1 under the Exchange Act. In the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws, the Company will recover, on a reasonably prompt basis, the excess incentive-based compensation received by any covered executive during the prior three fiscal years that exceeds the amount that the executive otherwise would have received had the incentive-based compensation been determined based on the restated financial statements.

Equity Compensation Plan Information

The following table sets forth certain information, as of December 31, 2024, regarding the Company’s Incentive Plans, as well as other stock options and warrants previously issued by the Company as compensation for services.


Plan category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column)
Equity compensation plans approved by security holders		20,691,571	$	1.60		12,991,925
Equity compensation plans not approved by security holders		—		—		—
Total		20,691,571	$	1.60		12,991,925

REPORT OF THE AUDIT COMMITTEE

No member of the Audit Committee is a professional accountant or auditor. The members’ functions are not intended to duplicate or to certify the activities of management and the independent registered public accounting firm. The Audit Committee serves a board-level oversight role in which it provides advice, counsel and direction to management and the auditors on the basis of the information it receives, discussions with management and the auditors, and the experience of the Audit Committee’s members in business, financial and accounting matters.

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board. The Company’s management has the primary responsibility for the financial statements and reporting process, including the Company’s system of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management and the independent auditor the audited financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024. This review included a discussion of the quality and the acceptability of the Company’s financial reporting, including the nature and extent of disclosures in the financial statements and the accompanying notes. The Audit Committee also reviewed the progress and results of management’s evaluation of the design and effectiveness of its internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002. The Audit Committee also reviewed with the Company’s independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of the audited financial statements with accounting principles generally accepted in the United States, its judgment as to the quality and the acceptability of the Company’s financial reporting and discussed with the auditor the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has received from the independent auditor the written disclosures and the letter required by the applicable requirements of the PCAOB regarding the auditor’s communications with the Audit Committee concerning independence, and has discussed with the independent auditor the independent auditor’s independence.

In addition to the matters specified above, the Audit Committee discussed with the Company’s independent registered public accounting firm the overall scope, plans and estimated costs of its audit. The Audit Committee met with the independent registered public accounting firm periodically, with and without management present, to discuss the results of the independent registered public accounting firm’s examinations, the overall quality of the Company’s financial reporting and the independent registered public accounting firm’s reviews of the quarterly financial statements, and drafts of the Company's quarterly and annual reports.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for filing with the SEC.

Submitted by the Audit Committee of the Board of Directors

Richard I. Steinhart, Chairman

Jonathan F. Finn, C.F.A.

Stephen J. Galli, M.D.

H. Lawrence Remmel, Esq.

GENERAL INFORMATION

“About the Meeting - What do I need to do to virtually attend the Annual Meeting via live audio webcast?”

In order to attend and participate in the Annual Meeting live via the Internet, you must register at https://web.viewproxy.com/AtossaTherapeutics/2025 by 11:59 P.M. Eastern Time on May 5, 2025. If you are a registered holder, you must register using the Virtual Control Number included in your proxy card which will be mailed on or about April 8, 2025 to stockholders of record at the close of business on the Record Date, March 20, 2025. If you hold your shares beneficially through a bank, broker or other financial institution, you must provide a legal proxy from your bank, broker or other financial institution during registration and you will be assigned a Virtual Control Number in order to attend and vote your shares during the Annual Meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to virtually attend the Annual Meeting (but will not be able to vote your shares) so long as you demonstrate proof of stock ownership. Instructions on how to connect and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at https://web.viewproxy.com/AtossaTherapeutics/2025.