Atossa executes CVR agreement tied to future priority review voucher value

Atossa Therapeutics said on October 9, 2026 that it had signed a definitive Stapled Contingent Value Rights Agreement with VStock Transfer, LLC as rights agent, implementing a stapled contingent value rights plan it had first announced on September 29, 2026.¹

The Atossa board declared a dividend of one stapled CVR for each share of common stock outstanding at the close of business on October 19, 2026, the record date.¹ Shares issued after the record date and before any detachment or expiration of the CVRs will also carry one CVR.¹

Under the agreement, holders will be entitled, in the aggregate, to 25% of the net proceeds from the sale or other monetization of the first qualifying PRV, subject to a maximum aggregate payment of $50 million.¹ The CVRs are tied to a possible priority review voucher: Atossa has received FDA Rare Pediatric Disease Designation for (Z)-endoxifen for the treatment of Duchenne muscular dystrophy and McCune-Albright syndrome.¹ A qualifying marketing application approval for either program, or another qualifying Atossa program, could result in award of a PRV, subject to statutory and regulatory requirements.¹

The company cautioned that no product has reached the finish line yet: it has not received FDA approval for any product, has not filed a marketing application for (Z)-endoxifen in either indication, and has not been awarded a voucher, and it noted that holding the rare pediatric disease designation does not guarantee a voucher will ever be granted or monetized.

The CVRs will remain attached to shares and transfer only with them unless the board elects to detach them, with no separate trading or CUSIP while attached.¹ If Atossa uses a qualifying voucher itself, or a change of control happens while an unsold voucher is held, the company said that would count as a deemed monetization valued by an independent financial advisor. The CVR program applies to the first qualifying PRV awarded on or before December 31, 2036, subject to the board's ability to extend that date.¹