Item 5.07 Submission of Matters to a Vote of Security Holders

On May 13, 2022, the Company held its 2022 Annual Meeting of Stockholders (the "Annual Meeting"). The following items of business were considered and voted upon at the Annual Meeting: (1) the election of two Class I directors named in the proxy statement related to the Annual Meeting; (2) the ratification of the selection of BDO USA LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022; (3) approval of the amendment to the Atossa Therapeutics, Inc. Certificate of Incorporation to increase the number of authorized shares of common stock by 100,000,000 shares; (4) to conduct an advisory (non-binding) vote on the compensation of our named executive officers as described in the proxy statement related to the Annual Meeting.

The number of shares of Common Stock entitled to vote at the Annual Meeting was 126,624,110. The number of shares of Common Stock present or represented by valid proxy at the annual meeting was 66,236,059. Proposal 1, 2 and 4 passed. Proposal 3 was not ratified. The number of votes cast for and against, and the number of abstentions and broker non-votes with respect to the matters voted upon at the Annual Meeting, are set forth below:

(i) Election of two Class I Directors

The stockholders elected two Class I directors as set forth below:



                                       Votes      Broker
Nominee                     Votes For  Withheld   Non-Votes

Steven C. Quay, M.D., Ph.D. 28,431,342 9,429,710 28,375,257 Gregory L. Weaver

           25,562,285 12,298,767 28,375,257

(ii) Ratification of Auditors

The stockholders ratified the appointment of BDO USA LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022 as set forth below:



                                   Broker
Votes For  Votes Against Abstain   Non-Votes
62,676,690 920,161       2,639,208 0

(iii) Ratify the Amendment to the Atossa Therapeutics, Inc. Certificate of


      Incorporation to increase the number of authorized shares of common stock by
      100,000,000 shares

The stockholders did not approve the amendment to the Certificate of Incorporation as follows:



                                 Broker
Votes For  Votes Against Abstain Non-Votes
42,926,876 23,152,353    156,830 28,375,257

(iv) Advisory Vote to Approve Executive Compensation

The stockholders approved an advisory non-binding vote on executive compensation as follows:



                                   Broker
Votes For  Votes Against Abstain   Non-Votes
28,282,367 8,268,596     1,309,839 28,375,257




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