Note 8 - Stockholders' Equity

3 Months Ended

Mar. 31, 2020

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

NOTE

8:

STOCKHOLDERS’ EQUITY

The Company is authorized to issue a total of

185,000,000

shares of stock consisting of

175,000,000

shares of common stock, par value

$0.18

per share, and

10,000,000

shares of preferred stock, par value

$0.001

per share. The Company has designated

750,000

shares of Series A junior participating preferred stock, par value

$0.001

per share,

4,000

shares of Series A convertible preferred stock, par value

$0.001

per share, and

25,000

shares of Series B convertible preferred stock, par value

$0.001

per share, through the filings of certificates of designation with the Delaware Secretary of State.

No

shares of Series A junior participating preferred stock and

no

shares of Series A convertible preferred stock are issued and outstanding as of

March 31, 2020

and

December 31, 2019.

Equity Distribution Agreement

On

February 7, 2020,

Atossa Therapeutics, Inc. entered into an equity distribution agreement with Oppenheimer & Co. Inc., acting as sales agent relating to the “at-the-market” (ATM) offering and sale by Atossa of common shares, par value

$0.18

per share, having an aggregate gross sales price of up to

$5,000,000.

Sales of the shares, if any, will be made at Atossa’s sole discretion and by means of ordinary brokers’ transactions through the facilities of the Nasdaq Capital Market at market prices, in block transactions or as otherwise agreed between Atossa and Oppenheimer. The Distribution Agreement provides that Oppenheimer will be entitled to a commission of

3.0%

of the gross offering proceeds of the shares sold pursuant to the Distribution Agreement and reimbursement for certain specified expenses. Atossa has

no

obligation to offer or sell any shares under the Agreement, and

may

at any time suspend offers and sales under the Distribution Agreement. Oppenheimer & Co. Inc.

may

also suspend or terminate the offering of common stock being made through them upon proper notice to the Company. As of

May 

8,

2020,

there have been

68,098

 shares sold under the equity distribution agreement with net proceeds of

$150,253.

 

Warrants

As of

March 31, 2020,

1,070,028

warrants to purchase shares of common stock were outstanding. The warrants have an exercise price of

$4.05

and expire on

May 30, 2022.

There were

no

warrant exercises during the

three

months ended

March 31, 2020. 

For the

three

months ended 

March 31, 2019,

the Company received approximately

$11.3

million from exercises of the warrants. As a result of the warrant exercises, the Company cancelled approximately

2.8

million warrants and issued approximately

2.8

million shares of common stock. 

Conversion of Series B Convertible Preferred Stock

There were

no

conversions of Series B convertible preferred stock during the

three

months ended

March 31, 2020.

During the

three

months ended

March 31, 2019,

certain holders of the Series B convertible preferred stock exercised their conversion option and converted an aggregate of 

1,677

shares into 

476,431

shares of the Company's common stock based on the conversion ratio of approximately

284

shares of common stock for each share of Series B convertible preferred stock.