Atossa Genetics Inc. (NASDAQ:ATOS) Files An 8-K Material Modification to Rights of Security Holders

Atossa Genetics Inc. (NASDAQ:ATOS) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03 Material Modification to Rights of Security Holders. 


On June 29, 2017, Atossa Genetics Inc. (the “Company”) offered to modify the rights (the “Temporary Modification”) of the holders of the Warrants issued in the public offering the Company completed on April 3, 2017 (the “Warrants”). In accordance with Sections 2 and 3 of the Warrants, the Temporary Modification included: (a) lowering the exercise price of the Warrants to $0.26 per share, (b) setting the applicable “VWAP” (as defined in the Warrant) price at $0.52 per share, and (c) allowing for temporary cashless exercise of the Warrants for all holders that accepted the Temporary Modification before 8:00 a.m. Eastern daylight time on June 30, 2017. Holders of Warrants to purchase a total of approximately 3.0 million shares of Common Stock accepted the offer resulting in the cancellation of those warrants and the issuance by the Company of a total of approximately1.5 million shares of Common Stock (including shares held in abeyance in accordance with the following). The shares of Common Stock are expected to be delivered on or about June 30, 2017 and are registered under the Securities Act of 1933, as amended. If delivery of the shares of Common Stock to the foregoing would result in the holder exceeding the 4.99% “Beneficial Ownership Limitation” (as defined in the Warrant) then the shares in excess of such 4.99% will be held in abeyance by the Company pending further instruction from the holder. In connection with the Temporary Modification, the Company agreed to extend the "Lock-up Period" contained in section 3.16.1 of the underwriting agreement between the Company and Aegis Capital Corp., dated March 28, 2017, by 45 days and the Company agreed not to enter into any further amendments to the Warrants during such extended Lock-up Period without the prior written consent of each holder. 

Item 9.01 Financial Statements and Exhibits.


(d) Exhibits

4.1 Form of Reset Offer Letter from Atossa Genetics Inc. to holders of Warrants

99.1 Press Release of the Company dated June 30, 2017

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EX-4.1 2 s106725_ex4-1.htm EXHIBIT 4.1   Exhibit 4.1   Re:Reset Offer of Common Stock Purchase Warrants   To Whom It May Concern:   We are pleased to offer to you the opportunity to reprice and exercise by means of cashless exercise all or any portion of the Common Stock Purchase Warrants of the Company issued April 3,…
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About Atossa Genetics Inc. (NASDAQ:ATOS)

Atossa Genetics Inc. is a clinical-stage pharmaceutical company focused on the development of therapeutics and delivery methods for the treatment of breast cancer and other breast conditions. The Company’s leading program uses its intraductal microcatheters, which deliver pharmaceuticals through the breast ducts. It has initiated a Phase II clinical study using its microcatheters to deliver fulvestrant as a treatment of ductal carcinoma in-situ (DCIS) and breast cancer. Its second pharmaceutical program under development is Afimoxifene Topical Gel (AfTG) for the treatment and prevention of hyperplasia of the breast. It is also engaged in the process of evaluating other therapeutic candidates to treat other breast conditions, including breast cancer. Its medical devices include the ForeCYTE Breast Aspirator and the FullCYTE Breast Aspirator. These devices are intended for the collection of nipple aspirate fluid (NAF) for cytological testing at a laboratory.

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