Current Report Filing (8-k)
03 July 2018 - 8:16PM
Edgar (US Regulatory)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): June 27, 2018
Atossa
Genetics Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-35610
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26-4753208
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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107
Spring Street
Seattle,
Washington
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98104
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (206) 325-6086
Not
Applicable
Former name or former address, if changed since last report
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
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Option
Grants
On
June 27, 2018, Atossa Genetics Inc. (the “Company”) issued option awards to Dr. Steven C. Quay, Chairman of the Board,
President and Chief Executive Officer and Kyle Guse, Chief Financial Officer, General Counsel and Secretary. The Company granted
Dr. Quay 2,300,000 options and granted Mr. Guse 700,000 options, each exercisable for an equivalent number of shares of Company
common stock. The options were granted pursuant to an option award agreement and the Company’s 2010 Stock Option and Incentive
Plan (the “Plan”). A copy of the form of option award agreement is attached as Exhibit 4.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
The options are exercisable for shares of common stock at an exercise
price of $2.38 per share, which was the fair market value on the date of grant. The options will have an exercise period of ten
years from their date of issuance. If at the time the options are exercised the Company cannot deliver shares of common stock to
the optionee (including, for example, if there are insufficient shares available under the Plan at the time of exercise, then in
lieu of the optionee paying the exercise price and the Company issuing shares of stock, the option may only be exercised on a cash
“net basis” so that the Company will pay cash in an amount equal to the excess of the fair market value of the common
stock over the option exercise price.
The options are subject to vesting requirements. Twenty-five percent
of the options have vested as of the grant date, 50% of the options will vest quarterly over two years, and the remaining 25% will
vest upon achievement of certain milestones related to clinical progress.
The options are subject to the terms contained in the employment
agreements with the optionees. The option grants were unanimously approved by the Compensation Committee of the Board of Directors.
Compensation
Arrangements
On
June 27, 2018, the Company approved additional compensation arrangements for Dr. Quay and Mr. Guse. Each officer will receive
a one-time cash bonus for completing the Company’s rights offering in May 2018, which raised $13.6 million gross and represented
approximately 150% of the Company’s market capitalization. Dr. Quay will receive a one-time bonus of $200,000 and Mr. Guse
will receive a one-time bonus of $150,000. In addition, Dr. Quay and Mr. Guse will receive a 12% increase in base salary, which
was the first base salary increase provided to Dr. Quay and Mr. Guse in more than three years. Following the increase, Dr. Quay
will earn $582,000 per year, and Mr. Guse will earn $408,000 per year.
The
Company also approved increases in compensation payable to non-employee directors. Non-employee directors will now receive annual
grants of 45,000 options, reflecting an increase of 5,000 options, and will also receive annual compensation of $50,000, reflecting
a $10,000 increase.
The
compensation arrangements were unanimously approved by the Compensation Committee of the Board of Directors.
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Item 9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits
*
* *
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Date: July 3, 2018
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Atossa Genetics Inc.
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By:
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/s/
Kyle Guse
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Kyle Guse
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Chief Financial Officer, General
Counsel and Secretary
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