Atossa Genetics Inc. (NASDAQ:ATOS) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Atossa Genetics Inc. (NASDAQ:ATOS) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.

On April 3, 2017, Atossa Genetics Inc. (Atossa or the Company)
completed a public offering with gross proceeds to the Company of
approximately $4.4 million (the Offering). As a result of the
Offering, Atossa believes that as of the date of this report it
is in compliance with Nasdaq Rule 5550(b)(1) which requires
minimum stockholders equity of $2.5 million (the Nasdaq Equity
Requirement).

The foregoing is based in part on an internal valuation (the
Internal Valuation) of the warrants issued in the Offering (the
Warrants) which Atossa believes will be accounted for as a
liability under U.S. Generally Accepted Accounting Principles
(GAAP). The Internal Valuation is based on the Black-Scholes
valuation model using assumptions that management of Atossa deems
reasonable under the circumstances. The Internal Valuation has
not been reviewed by Atossas independent public accounting firm
or a third-party valuation expert and it may not be consistent
with GAAP and SEC reporting requirements. The estimated value of
the Warrants and the associated liability as of the issuance date
and any subsequent reporting date will reduce Atossas
stockholders equity and may cause Atossa not to satisfy the
Nasdaq Equity Requirement for any number of reasons, including
for example:

Atossa is in the process of retaining a third party expert to
value the Warrants as of the issuance date and for subsequent
periods and that third party valuation will be used to
estimate and recognize the liability associated with the
Warrants for GAAP and SEC reporting purposes. That expert
will use different methods (including, for example, a
valuation method other than Black-Scholes), techniques and
assumptions and may therefore derive a value for the Warrants
that is materially different than the Internal Valuation. As
a result, the liability associated with the Warrants that is
recognized for GAAP and SEC reporting purposes may be
materially greater than the Internal Valuation and Atossas
stockholders equity may not therefore satisfy the Nasdaq
Equity Requirement as of any particular date.
The value of the Warrants and the associated liability will
increase if and when the market price of Atossas common stock
increases, which will also cause a reduction in Atossas
stockholders equity, potentially below the Nasdaq Equity
Requirement.
Atossa may in the future issue additional securities, such as
preferred stock and/or warrants, that will be accounted for
as liabilities, the estimated value of which would cause a
reduction in stockholders equity.

No assurance can be given that Atossa will continue to satisfy
the Nasdaq Equity Requirement or any other Nasdaq rule. For
example, the Company has been notified by Nasdaq that it is not
in compliance with Nasdaq Listing Rule 5550(a)(2) bid price,
because the Company’s common stock failed to maintain a minimum
closing bid price of $1.00 per share for 30 consecutive business
days. The Company has until November 7, 2017 to regain compliance
with this requirement. Failure to maintain compliance with the
Nasdaq continued listing requirements could lead to our common
stock being delisted from the Nasdaq Capital Market. Such a
delisting could have a material adverse affect on our stock
price, trading volume and access to capital and could materially
harm our business.

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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.

Atossa Genetics Inc. (NASDAQ:ATOS) Recent Trading Information

Atossa Genetics Inc. (NASDAQ:ATOS) closed its last trading session up +0.010 at 0.480 with 62,790 shares trading hands.

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