Exhibit
4.4


 


FORM
OF NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE


 


	RIGHTS CERTIFICATE
# [______]	NUMBER OF RIGHTS: [_____]



 


THE
TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED [______], 2018 (THE “PROSPECTUS”)
AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM BROADRIDGE CORPORATE ISSUER
SOLUTIONS, INC., THE SUBSCRIPTION AGENT.


 


ATOSSA
GENETICS INC.


(Incorporated
under the laws of the State of Delaware)


 


SUBSCRIPTION
RIGHTS CERTIFICATE


 


Evidencing
non-transferable subscription rights, each to purchase units of Atossa Genetics Inc.,


each
unit consisting of one share of Series B Convertible Preferred Stock and 284 warrants


Subscription
Price: $1,000 per Unit


 


THE
SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., EASTERN TIME, ON MAY 24, 2018,


SUBJECT
TO EXTENSION OR EARLIER TERMINATION.


 


THIS
CERTIFIES THAT


 


the
registered owner whose name is inscribed hereon is the owner of the number of subscription rights set forth above. Each subscription
right, which we refer to as the basis subscription right, entitles the holder thereof to subscribe for and purchase one unit of
Atossa Genetics, Inc., a Delaware corporation (the “Company”), at a subscription price of $1,000 per unit,
pursuant to a rights offering, on the terms and subject to the conditions set forth in the prospectus and the “Instructions
as to Use of Atossa Genetics Inc. Subscription Rights Certificates” accompanying this subscription rights certificate. Each
unit consists of one share of Series B Convertible Preferred Stock, par value of $0.001, and 284 warrants. Each warrant will be
exercisable for one share of our common stock, par value of $0.18. Holders who fully exercise their basic subscription rights
are entitled to subscribe for additional units that remain unsubscribed for as a result of any unexercised basic subscription
rights pursuant to the terms and conditions of the rights offering, which we refer to as the over-subscription privilege, subject
to proration and stock ownership limitations as described in the prospectus. The subscription rights represented by this subscription
rights certificate may be exercised by completing the appropriate forms on the reverse side hereof and by returning the full payment
of the subscription price for each unit. If the subscriber attempts to exercise its over-subscription privilege and the Company
is unable to issue the subscriber the full amount of units requested, the subscription agent will return to the subscriber any
excess funds submitted as soon as practicable, without interest or deduction.


 


This
subscription rights certificate is not valid unless countersigned by Broadridge Corporate Issuer Solutions, Inc., the subscription
agent.


 


WITNESS
the signatures of the duly authorized officers of Atossa Genetics Inc.


 


Dated: [●],
2018


 


	By: 	 

	 	By: 	 


	 	Name:

    Title:	 	 	Name:

    Title:
	 	 	 	 	 
	 	 	 	COUNTERSIGNED
                    AND REGISTERED BY
 BROADRIDGE
                    CORPORATE ISSUER SOLUTIONS, INC.


 





	 	 	 	By: 	 
	 	 	 	 	Name:

    Title:



 



    


     


    

 


FORM
ELECTION TO PURCHASE


 


PLEASE
PRINT ALL INFORMATION CLEARLY AND LEGIBLY.


 


The
registered holder of this subscription rights certificate is entitled to exercise the number of subscription rights shown in the
upper right hand corner of the subscription rights certificate and may subscribe for additional units upon the terms and conditions
specified in the prospectus. The undersigned hereby represents, in connection with this election, that the undersigned has not
since the record date entered into any short sale or similar transaction with respect to the common stock of Atossa Genetics Inc.
The undersigned hereby notifies the subscription agent of its irrevocable election to subscribe for Units in the following amounts.
To subscribe for units pursuant to your basic subscription right, please complete lines (a) and (c) below. To subscribe for additional
units pursuant to your over-subscription privilege, please also complete line (b).





	 	 	 	 	 	 
	(a)	EXERCISE OF BASIC SUBSCRIPTION RIGHT:
	Basic
    Subscription Right:	X	$1,000	=	$
	Number
    of 

Units	 	Subscription
    price	 	Payment
    enclosed
	(b)	EXERCISE OF OVER-SUBSCRIPTION PRIVILEGE: If you have exercised your basic subscription right in full, you may subscribe for additional units pursuant to your over-subscription privilege
	Over-Subscription
    Privilege:	X	$1,000	=	$
	Number
    of

Units	 	Subscription
    price	 	Payment
    enclosed
	(c)	TOTAL AMOUNT OF PAYMENT ENCLOSED $_______________ 
	(d)	IF YOU SPOKE WITH A BROKER WHO SOLICITED SUCH EXERCISE, PLEASE INDICATE THE NAME OF THE PERSON YOU SPOKE WITH: 




	METHOD
    OF PAYMENT (CHECK ONE):	☐	CERTIFIED
    CHECK DRAWN ON A U.S. BANK, payable to “Broadridge Corporate Issuer Solutions, Inc., as subscription agent for Atossa
    Genetics Inc.”
	 	 
	 	☐	Wire
    transfer of immediately available funds directly to the account maintained by Broadridge Corporate Issuer Solutions, Inc.,
    as subscription agent, for purposes of accepting subscriptions in this rights offering at Wells Fargo Bank, ABA: 121000248,
    Account #: 4124218686 FBO Atossa Genetics Inc., with reference to the name of the subscription
    rights holder.
	 	 
	 	☐	U.S.
    POSTAL MONEY ORDER, payable to “Broadridge Corporate Issuer Solutions, Inc., as subscription agent for Atossa Genetics
    Inc.”
	 	 
	 	☐	UNCERTIFIED
    PERSONAL CHECK, payable to “Broadridge Corporate Issuer Solutions, Inc., as subscription agent for Atossa Genetics Inc.”
    (which must clear before the expiration date to be considered a valid form of payment; please see prospectus and instructions)


 


I
acknowledge receipt of the prospectus in connection with the rights offering and agree to its terms. I agree to cooperate with
the Company and provide to the Company any and all information requested by the Company in connection with the exercise of the
subscription rights.


 


	 	 	 
	Signature(s)
                                         of Subscriber(s)


        Address:

	 	Signature(s)
                                         of Subscriber(s)


        Address:




         

IMPORTANT:
THE SIGNATURE(S) MUST CORRESPOND IN EVERY PARTICULAR, WITHOUT ALTERATION, WITH THE NAME(S) AS PRINTED ON THE FRONT OF THIS RIGHTS
CERTIFICATE. If signature is by trustee(s), executor(s), administrator(s), guardian(s), attorney(s)-in-fact, officer(s) of
a corporation or another acting in a fiduciary or representative capacity, please print name and title of authorized signer.


 


FOR
INSTRUCTIONS ON THE USE OF ATOSSA GENETICS INC. SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT BROADRIDGE CORPORATE ISSUER SOLUTIONS,
INC., THE INFORMATION AGENT, AT (855) 793-5068 (TOLL FREE).