Item 1.01. Entry into a Material Definitive Agreement.





Securities Purchase Agreement

On January 6, 2021, Atossa Therapeutics, Inc. (the "Company") entered into a securities purchase agreement with certain institutional and accredited investors (the "Purchase Agreement") relating to the offering and sale (the "Offering") of 23,850,000 shares of Company common stock, par value $0.18 per share (the "Common Stock") and warrants to purchase 17,887,500 shares of Common Stock (the "Warrants"). The combined purchase price for one share of Common Stock and a Warrant to purchase 0.75 shares of Common Stock is $1.055.

The net proceeds to the Company from the Offering is approximately $23.3 million, after deducting fees and expenses. Subject to certain ownership limitations, the Warrants are exercisable upon issuance. The Warrants will expire on the 4.5 year anniversary of the date of issuance and have an exercise price of $1.055 per share. The Common Stock and Warrants have been registered under the Securities Act of 1933, as amended (the "Securities Act").

Pursuant to a letter agreement, dated as of January 6, 2021, between the Company and Maxim Group LLC, or the placement agent, the Company agreed to pay the placement agent a cash fee of 7% of the aggregate gross proceeds of the Offering (the "Letter Agreement"). We also agreed to reimburse the placement agent for all travel and other out-of-pocket expenses, including the reasonable fees, costs and disbursements of its legal fees which shall be limited to, in the aggregate, $45,000. We estimate our total expenses associated with the Offering, excluding placement agent fees and expenses, will be approximately $90,000.

The Offering is expected to close on January 8, 2021. The Common Stock and Warrants sold in the Offering were offered and sold pursuant to a prospectus supplement dated January 6, 2020, in connection with a takedown from the Company's shelf registration statement on Form S-3 (File No. 333- 248555).

The foregoing descriptions of the Purchase Agreement, the Letter Agreement and the Warrants are not complete and are qualified in their entirety by references to their full text which are filed as exhibits to this report and are incorporated by reference herein.

A copy of the opinion of Gibson, Dunn & Crutcher, LLP relating to the validity of the securities issued in the Offering is filed herewith as Exhibit 5.1 .

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits


Exhibit No.                                Description
  1.1           Securities Purchase Agreement dated January 6, 2021

  1.2           Placement Agency Agreement between Atossa Therapeutics, Inc. and
              Maxim Group LLC, dated January 6, 2021

  4.1           Form of Common Stock Warrant

  5.1           Opinion of Gibson, Dunn & Crutcher, LLP

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