Note 8 - Stockholders' Equity

9 Months Ended

Sep. 30, 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

September 30, 2020

and

December 31, 2019.

Equity Distribution Agreements

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” (the "Oppenheimer 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 were 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 provided that Oppenheimer was 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 had 

no

obligation to offer or sell any shares under the agreement, and could at any time suspend offers and sales under the agreement. Oppenheimer could also suspend or terminate the offering of shares being made through them upon proper notice to the Company. During the

three

and

nine

 months ended

September 30, 2020

the Company sold shares of common stock under the Oppenheimer ATM of

1,083,531

and

1,243,639,

respectively, for net proceeds of 

$4,338,671

 and

$4,686,298,

respectively. Total issuance costs during the

three

and

nine

months ended

September 30, 2020

were

$135,157

 and

$313,702,

respectively. On

July 29, 2020,

the Company completed selling all shares available under the Oppenheimer ATM with total aggregate gross proceeds to the Company of

$5,000,000.

 

On

September 

25,

2020,

Atossa Therapeutics, Inc. entered into an equity distribution agreement with Maxim Group, LLC., acting as sales agent relating to the "at-the-market" offering and sale by Atossa of common shares, par value

$0.18

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

$10,000,000.

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 Maxim. The distribution agreement provides that Maxim 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 agreement. Maxim could also suspend or terminate the offering of common stock being made through them upon proper notice to the Company. As of

September 30, 2020,

no

shares have been sold under this distribution agreement.  

Warrants

As of

September 30, 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

and

nine

 months ended

September 

30,

2020.

 For the

nine

 months ended

September 30, 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.

No

warrants were exercised for the

three

months ended

September 30, 2019. 

Conversion of Series B Convertible Preferred Stock

During the

three

and

nine

 months ended

September 

30,

2020,

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

3

and

48

 shares, respectively, into

853

and

13,639

 shares of the Company's common stock. During the

three

and

nine

months ended

September 30, 2019,

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

5

 and

1,708

 shares of preferred stock, respectively, into

1,421

 and

485,244

 shares, respectively, based on the conversion ratio of approximately

284

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