ATOS 8-K
Atossa Therapeutics, Inc. (ATOS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 14, 2025 (the “Effective Date”), Atossa Therapeutics, Inc. (the “Company”) announced the appointment of Mr. Mark Daniel as the Chief Financial Officer of the Company (“CFO”), effective immediately. In his role as CFO, Mr. Daniel also will act as the Company’s principal accounting officer (“PAO”). Mr. Daniel succeeds Ms. Heather Rees, who served as the Company’s CFO and PAO until the Effective Date. Ms. Rees will continue as a non-officer employee of the Company until November 15, 2025 to assist with the transition. In connection with Ms. Rees’s termination of employment, she has entered into a separation agreement with the Company pursuant to which, in exchange for a release of claims and continued compliance with certain restrictive covenants, she will receive payment of nine months of her base salary over the nine month period following her termination of employment and, if she timely elects continuation of group health coverage under the Company’s group health plan pursuant to COBRA, the Company will continue to pay the employer portion of the premiums required for such coverage for a period of nine months.
Mr. Daniel, age 49, is a senior finance leader with more than 25 years of experience building the forecasting cadence, systems, and public-company discipline that support revenue scale in global life-science businesses. Most recently, from 2017 until 2025, Mr. Daniel served as Senior Vice President, Finance at Bruker Spatial Biology, Inc. From 2014 until 2016, Mr. Daniel served as Chief Financial Officer of Newyu, Inc. (formerly Numera, Inc.). Mr. Daniel earned a B.S. degree in Business Administration, Accounting Emphasis from Washington State University.
In connection with his appointment as CFO, Mr. Daniel entered into an employment agreement, pursuant to which he will receive an initial base salary of $415,900 and the opportunity to receive an annual performance-based bonus, beginning in fiscal year 2026, with a target bonus opportunity of up to 40% of base salary, payable upon the achievement of performance goals to be established annually by the Compensation Committee of the Company’s Board of Directors. The employment agreement also provides for the grant of a stock option award to purchase 578,000 shares of the Company’s common stock pursuant to the Company’s 2020 Stock Incentive Plan, as amended, with an exercise price equal to the closing price of the Company’s common stock on the date of grant. The stock option award will vest with respect to 25% of the underlying shares on the first anniversary of the Effective Date and with respect to the remaining 75% of the underlying shares in equal quarterly installments over the following three-year period, subject to continued employment through each applicable vesting date. During the employment term, Mr. Daniel is entitled to participate in the Company’s employee benefit plans as in effect from time to time on the same basis as those benefits are generally made available to other senior executives of the Company, in each case to the extent that he is eligible under the terms of such plans or programs.
Pursuant to the terms of the employment agreement, (i) if Mr. Daniel terminates employment due to death or disability, he will be entitled to receive, in addition to accrued benefits, a pro rata portion of the actual bonus that would have been earned for the year of termination, based on the days employed during such year, payable on the date when bonuses are otherwise paid to Company employees, and (ii) if the Company terminates the employment of Mr. Daniel without Cause or Mr. Daniel terminates his employment for Good Reason, in either event not within 30 days before or 12 months after a Change in Control (with “Cause,” “Good Reason,” and “Change in Control” each as defined in the employment agreement), he will be entitled to receive, in addition to accrued benefits, subject to his execution and non-revocation of a release of claims in favor of the Company and continued compliance with certain restrictive covenants, (a) payment of 50% of his base salary over six months and (b) up to six months of COBRA benefits.
In addition, under the terms of the employment agreement, in the event of a termination without Cause or for Good Reason within the period 30 days prior to or within 12 months after a Change in Control of the Company, Mr. Daniel will be entitled to receive, in addition to accrued benefits and subject to his execution and non-revocation of a release of claims in favor of the Company and continued compliance with certain restrictive covenants, (a) a pro rata portion of the actual bonus that would have been earned for the year of termination, based on the days employed during such year, payable on the date when bonuses are otherwise paid to Company employees, (b) a one-time payment equal to 1.0 times his base salary plus target annual bonus, payable in a lump sum, (c) acceleration of the vesting of all outstanding equity awards then held by Mr. Daniel, and (d) up to twelve months of COBRA benefits.
A copy of Mr. Daniel’s employment agreement is attached hereto as Exhibit 10.1.
Mr. Daniel was not appointed pursuant to any arrangement or understanding with any other person. Mr. Daniel does not have any family relationships with any director or executive officer of the Company, and there are no transactions where the Company is a participant and in which Mr. Daniel has a direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K. Mr. Daniel will also enter into a standard indemnification agreement with the Company, the form of which was previously filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed on March 22, 2023.
Item 7.01 Regulation FD Disclosure
On October 14, 2025, the Company issued a press release announcing the appointment of Mr. Daniel and the transition of Ms. Rees. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Description of Exhibit |
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10.1 |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: |
October 14, 2025 |
By: |
/s/ Steven C. Quay |
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Steven C. Quay, M.D., Ph.D. Chairman, President and Chief Executive Officer |
Exhibit 10.1
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective as of October 14, 2025 (the “Effective Date”), by and between Atossa Therapeutics, Inc. (the “Company”) and Mark Daniel (“Executive”).
WHEREAS, the Company wishes to employ Executive as the Chief Financial Officer of the Company and Executive wishes to work in such capacity; and
WHEREAS, the Company and Executive wish to enter into this Agreement on the terms and conditions set forth below.
NOW, THEREFORE, it is hereby agreed as follows
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common stock (the “Initial Stock Option Award”) pursuant to the Company’s 2020 Stock Incentive Plan, as amended (the “Plan”). The Initial Stock Option Award will be subject to the terms and conditions of the Plan and the applicable award agreement and will have an exercise price equal to the closing price of the Company’s common stock on the date of grant. The option will vest with respect to 25% of the underlying shares, on the first anniversary of the Effective Date, and then with respect to the remaining shares in equal quarterly installments over the next three-year period following the date of grant, subject to continued employment through each vesting date.
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or Annual Bonus (if any) when due; (2) a reduction in Executive’s Base Salary or Target Annual Bonus (excluding any change in value of equity incentives), unless such reduction is made proportionately in connection with broader salary and/or bonus reductions among all of the Company’s executive officers; or (3) any diminution in Executive’s title or any substantial and sustained diminution in Executive’s duties; (4) a material adverse change in the Executive’s reporting structure, including, without limitation, no longer reporting directly to the Chief Executive Officer; (5) the relocation of the Executive’s principal office more than thirty (30) miles from Seattle, Washington. “Good Reason” shall cease to exist for an event on the 90th day following Executive’s knowledge thereof, unless Executive has given the Company Notice thereof prior to such date.
(A) through (D) hereof, the “Accrued Rights”).
Following such termination of Executive’s employment by the Company for Cause or resignation by Executive without Good Reason, except as set forth in this Section 7(a)(ii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.
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automatically upon Executive’s death and may be terminated by the Company upon Executive’s Disability. For purposes of this Agreement, a “Disability” shall be deemed to have occurred if Executive has for 120 consecutive days or 180 non-consecutive days in any 12-month period been disabled in a manner which has rendered Executive unable to perform the essential functions of Executive’s job duties with or without reasonable accommodation.
Following Executive’s termination of employment due to death or Disability, except as set forth in this Section 7(b)(ii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.
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(“COBRA”), and subject to Executive’s copayment of premium amounts at the active employees’ rate, the Company shall pay the remainder of the premiums for Executive’s participation in the Company’s group health plans pursuant to COBRA for a period ending on the earlier of (i) the six-month anniversary of the date of termination; (ii) Executive becoming eligible for other group health benefits, or (iii) the expiration of Executive’s rights under COBRA; provided, however, that in the event that the benefits provided herein would subject the Company or any of its affiliates to any tax or penalty under the Patient Protection and Affordable Care Act or Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), Executive and the Company agree to work together in good faith to restructure the foregoing benefit.
Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or Executive’s resignation with Good Reason not within 30 days before or 12 months after a Change in Control, except as set forth in this Section 7(c)(ii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.
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For purposes of this Agreement, “Change in Control” means the occurrence of one or more of the following events: (i) any “person” (as such term is used in Sections 3(a)(9) and 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”)) or “group” (as such term is used in Section 13(d)(3) of the Act), other than the Company or its subsidiaries or any benefit plan of the Company or its subsidiaries is or becomes a “beneficial owner” (as such term is used in Rule 13d- 3 promulgated under the Act) of more than 50% of the Voting Stock of the Company; (ii) the Company transfers all or substantially all of its assets (unless the shareholders of the Company immediately prior to such transaction beneficially own, directly or indirectly, in substantially the same proportion as they owned the Voting Stock of the Company, all of the Voting Stock or other ownership interests of the entity or entities, if any, that succeed to the business of the Company or the Company’s ultimate parent company if the Company is a subsidiary of another corporation); or (iii) any merger, reorganization, consolidation or similar transaction unless, immediately after consummation of such transaction, the shareholders of the Company immediately prior to the transaction hold, directly or indirectly, more than 50% of the Voting Stock of the Company or the Company’s ultimate parent company if the Company is a subsidiary of another corporation. For purposes of this Change in Control definition, “Voting Stock” means securities or ownership interests of any class or classes having general voting power under ordinary circumstances, in the absence of contingencies, to elect the directors of a corporation, including securities that are convertible into voting stock (e.g., warrants and convertible preferred stock), even if subject to beneficial ownership blockers or other limits on the ability to acquire such securities. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or by Executive with Good Reason within 30 days before or 12 months after a Change in Control, except as set forth in this Section 7(c)(iii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.
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which Executive is a participant or a party, this Agreement shall control unless such other plan, program, practice or agreement specifically refers to the provisions of this sentence.
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Section 409A of the Code, and references herein to Executive’s “termination of employment” shall refer to Executive’s separation from service with the Company within the meaning of Section 409A. To the extent any reimbursements or in-kind benefits due to Executive under this Agreement constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to Executive in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 10(h); provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect to thereto or any tax imposed under Section 409A.
(1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits payable to Executive.
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amounts payable to Executive (including any unpaid amounts due under Section 7), such amounts shall be paid to Executive’s beneficiary designated in a Notice provided to and accepted by the Company or, in the absence of such designation, to Executive’s estate.
If to the Company, addressed to:
Atossa Therapeutics Inc. Attn: Chief Executive Officer 10202 5th Ave NE, Suite 200,
Seattle, WA 98125
If to Executive, to the address listed in the Company’s payroll records from time to time.
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which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
[Signature Page Follows this Page]
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IN WITNESS WHEREOF, the parties hereto have duly executed this Employment Agreement as of the Effective Date.
ATOSSA THERAPEUTICS, INC.
By: /s/ Steven Quay
Title: CEO and President
EXECUTIVE
/s/ Mark Daniel
Mark Daniel
FOR IMMEDIATE RELEASE Exhibit 99.1
Atossa Appoints Mark Daniel, CPA, as Chief Financial Officer to Lead Finance, Systems, and Capital Strategy for Commercial Readiness
25+ year life-sciences finance leader brings revenue-forecasting rigor, public-company controls, and capital-markets experience as Atossa prepares for commercial operations with (Z)-endoxifen
SEATTLE — October 14, 2025 — Atossa Therapeutics, Inc. (Nasdaq: ATOS) (“Atossa” or the “Company”), a clinical-stage biopharmaceutical company developing new approaches in breast cancer treatment and prevention, announces the appointment of Mark Daniel, CPA (WA; inactive), as Chief Financial Officer. Mr. Daniel is a senior finance leader with more than 25 years of experience building the forecasting cadence, systems, and public-company discipline that support revenue scale in global life-science businesses. He has overseen weekly revenue forecasting in partnership with commercial leadership, managed operating expense budgets exceeding $200M, implemented and certified Sarbanes-Oxley (SOX) controls, and led programs delivering over $50M in cost savings.
Mr. Daniel also brings deep treasury and capital-markets expertise relevant to Atossa’s transition from clinical development to commercialization. He has managed a $400M cash and investments portfolio and helped execute nearly $1 billion in equity, convertible debt, and credit transactions across varying market conditions; experience that will inform Atossa’s balanced approach to financing growth while maintaining discipline.
“As we prepare to evolve into a commercial company, we’re focused on three things: revenue-ready systems, disciplined spend, and milestone-aligned financing,” said Steven Quay, M.D., Ph.D., Atossa Chairman and Chief Executive Officer. “Mark has built and run that playbook in public life-science companies, standing up weekly revenue forecasts with sales, installing ERP/BI visibility from bookings to cash, tightening controls, and ensuring liquidity through volatile markets. His skill set is exactly what we need to support the planned launch path for (Z)-endoxifen.”
“I’m excited to help Atossa operationalize commercial readiness—from FP&A cadence and revenue forecasting to capital planning and investor engagement,” said Mr. Daniel. “Our aim is to align spending with value-creating milestones, strengthen the systems that support
scale, and pursue a balanced financing strategy to enable a high-quality, efficient market entry.”
Why This Hire Matters Now for Atossa’s Commercial Transition
About Atossa Therapeutics
Atossa Therapeutics, Inc. (Nasdaq: ATOS) is a clinical-stage biopharmaceutical company developing innovative therapies for significant unmet needs in breast cancer. Atossa’s strategy emphasizes disciplined capital allocation, focusing resources on programs and data packages that can enable future regulatory submissions and potential commercialization. For more information, visit www.atossatherapeutics.com and refer to Atossa’s filings with the U.S. Securities and Exchange Commission (SEC).
Forward-Looking Statements
This press release contains forward-looking statements, including statements regarding Atossa’s commercial readiness, financing strategy, operational plans, and the development and potential commercialization of (Z)-endoxifen. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including market conditions, regulatory outcomes, clinical results, manufacturing and supply, intellectual-property challenges, and the Company’s ability to secure sufficient funding on acceptable terms. For a discussion of risks and uncertainties, please refer to Atossa’s filings with the U.S. Securities and Exchange Commission. Atossa undertakes no obligation to update forward-looking statements, except as required by law.
Contacts
Investors: CORE IR — [email protected] • (212) 655-0924
Media: CORE IR — [email protected] • (212) 655-0924