Atossa plans stapled CVR tied to rare pediatric disease review voucher

Atossa Therapeutics, Inc. announced on September 29, 2026 that its board of directors had approved a plan to issue a contingent value right, or CVR, for every share of common stock outstanding, aimed at letting shareholders benefit if the company later monetizes a rare pediatric disease priority review voucher. The board approved a plan to issue one contingent value right to each share of common stock so stockholders could share in proceeds from monetizing the company's first qualifying rare pediatric disease priority review voucher.¹

Under the terms described, holders would collectively receive 25% of net proceeds from a qualifying voucher monetization, including scenarios where Atossa itself uses the voucher or where one is held during a change of control, with total payments capped at $50 million.¹

The voucher program is tied to Atossa's lead candidate. The company has received two FDA rare pediatric disease designations for (Z)-endoxifen, covering Duchenne muscular dystrophy and McCune-Albright syndrome.¹ However, a priority review voucher would only be awarded if a qualifying marketing application is approved under the relevant program's rules, and as of the announcement no Atossa product had been approved and no voucher had been granted.¹ The company said no CVR payment is guaranteed.¹

Structurally, shareholders of record as of a yet-to-be-announced record date would get one CVR per share, and shares issued after that date would also carry a CVR.¹ Each CVR would stay attached to its underlying share, would not trade separately, would move with any sale or purchase of the share, and would not be registered or carry its own CUSIP.¹

The CVRs apply only to the first qualifying voucher and do not represent ownership in a voucher or provide separate voting or dividend rights.¹ They would expire if no qualifying voucher is awarded by December 31, 2036, unless the board extends that deadline.¹ Atossa said it expects to file the CVR agreement with the SEC once it is executed.¹