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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to LeonaBio, Inc.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| May 11, 2026 |
At LeonaBio, we are energized by the transfor- mation our company has undergone and deeply optimistic about what lies ahead. |
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| May 11, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| May 11, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| May 7, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39503 LeonaBio, Inc. |
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| May 7, 2026 |
Exhibit 99.1 LeonaBio Reports First Quarter 2026 Financial Results and Provides Business Update Advancing Phase 3 Lasofoxifene Development Program of Novel Selective Estrogen Receptor Modulator, a Potential Multi-Billion Dollar Opportunity as Treatment Option for Patients with ESR1-Mutations Expects to Complete Enrollment of Phase 3 Clinical Trial of Lasofoxifene in treatment-resistant ER-positive |
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| May 7, 2026 |
Exhibit 10.10 LEONABIO, INC. OUTSIDE DIRECTOR COMPENSATION POLICY (As Amended and Restated on March 25, 2026 (the “March 2026 Restatement Date”)) LeonaBio, Inc. (the “Company”) believes that the granting of equity and cash compensation to members of the Company’s Board of Directors (the “Board,” and members of the Board, “Directors”) represents an effective tool to attract, retain and reward Direc |
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| May 7, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 7, 2026 LeonaBio, Inc. |
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| April 2, 2026 |
LeonaBio, Inc. 58,464,567 Shares of Common Stock PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-292826 LeonaBio, Inc. 58,464,567 Shares of Common Stock This prospectus relates to the disposition, from time to time, by the selling stockholders identified in this prospectus under the section titled “Principal and Selling Stockholders” of up to 58,464,567 shares of our common stock, including shares issuable upon the exercise of p |
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| April 2, 2026 |
LeonaBio, Inc. 5,502,402 Shares of Common Stock PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-292829 LeonaBio, Inc. 5,502,402 Shares of Common Stock This prospectus relates to the disposition, from time to time, by the selling stockholder identified in this prospectus under the section titled “Principal and Selling Stockholder” of up to 5,502,402 shares of our common stock issuable upon the exercise of a pre-funded warrant. T |
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| April 1, 2026 |
Table 1: Newly Registered Securities Calculation of Filing Fee Tables S-8 LeonaBio, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, par value $0.0001 per share, reserved for issuance pursuant to the 2026 Plan Other 5,700,000 $ 9.11 $ 51 |
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| April 1, 2026 |
Table 1: Newly Registered Securities Calculation of Filing Fee Tables S-8 LeonaBio, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, $0.0001 par value per share, reserved for issuance pursuant to the 2020 Employee Stock Purchase Plan, as |
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| April 1, 2026 |
As filed with the Securities and Exchange Commission on April 1, 2026 Registration No. |
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| April 1, 2026 |
As filed with the Securities and Exchange Commission on April 1, 2026 Registration No. |
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| March 31, 2026 |
LEONABIO, INC. OUTSIDE DIRECTOR COMPENSATION POLICY (As Amended and Restated on January 9, 2026) Exhibit 10.13 LEONABIO, INC. OUTSIDE DIRECTOR COMPENSATION POLICY (As Amended and Restated on January 9, 2026) LeonaBio, Inc. (the “Company”) believes that the granting of equity and cash compensation to members of the Company’s Board of Directors (the “Board,” and members of the Board, “Directors”) represents an effective tool to attract, retain and reward Directors who are not employees of the C |
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| March 31, 2026 |
Exhibit 10.5 LEONABIO, INC. 2020 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT NOTICE OF RESTRICTED STOCK GRANT Unless otherwise defined herein, the terms defined in the LeonaBio, Inc. 2020 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Award Agreement which includes the Notice of Restricted Stock Grant (the “Notice of Grant”), the Terms an |
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| March 31, 2026 |
LEONABIO, INC. 2014 EQUITY INCENTIVE PLAN (As Amended and Restated on January 9, 2026) Exhibit 10.2 LEONABIO, INC. 2014 EQUITY INCENTIVE PLAN (As Amended and Restated on January 9, 2026) 1. GENERAL. (a) Eligible Stock Award Recipients. The persons eligible to receive Stock Awards are Employees, Directors and Consultants. (b) Available Stock Awards. The Plan provides for the grant of the following Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock |
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| March 31, 2026 |
LEONABIO, INC. 2020 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT NOTICE OF STOCK OPTION GRANT Exhibit 10.4 LEONABIO, INC. 2020 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT NOTICE OF STOCK OPTION GRANT Unless otherwise defined herein, the terms defined in the LeonaBio, Inc. 2020 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement, which includes the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of Stock Opti |
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| March 31, 2026 |
LEONABIO, INC. INSIDER TRADING POLICY (As Amended and Restated on January 9, 2026) Exhibit 19 LEONABIO, INC. INSIDER TRADING POLICY (As Amended and Restated on January 9, 2026) 1. POLICY OVERVIEW LeonaBio, Inc. (together with any subsidiaries, collectively the “Company”) has adopted this Insider Trading Policy (the “Policy”) to help you comply with the federal and state securities laws and regulations that govern trading in securities and to help the Company minimize its own leg |
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| March 31, 2026 |
Exhibit 4.2 Description of Capital Stock As of December 31, 2025, we had one class of securities, our common stock, registered under Section 12 of the Securities Exchange Act of 1934, as amended. These securities are listed on The Nasdaq Capital Market under the symbol “LONA.” Our authorized capital stock consists of 400,000,000 shares of common stock, par value $0.0001 per share, and 100,000,000 |
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| March 31, 2026 |
As filed with the Securities and Exchange Commission on March 31, 2026 Registration No. |
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| March 31, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2025 LeonaBio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39503 45-3368487 (State or other jurisdiction of incorporation |
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| March 31, 2026 |
Exhibit 10.6 LEONABIO, INC. 2020 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANT Unless otherwise defined herein, the terms defined in the LeonaBio, Inc. 2020 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), the |
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| March 31, 2026 |
LEONABIO, INC. EXECUTIVE INCENTIVE COMPENSATION PLAN (As Amended and Restated on January 9, 2026) Exhibit 10.14 LEONABIO, INC. EXECUTIVE INCENTIVE COMPENSATION PLAN (As Amended and Restated on January 9, 2026) 1. Purposes of the Plan. The Plan is intended to increase stockholder value and the success of the Company by motivating Employees to (a) perform to the best of their abilities and (b) achieve the Company’s objectives. 2. Definitions. 2.1. “Actual Award” means as to any Performance Perio |
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| March 31, 2026 |
LEONABIO, INC. 2020 EQUITY INCENTIVE PLAN (As Amended and Restated on January 9, 2026) Exhibit 10.3 LEONABIO, INC. 2020 EQUITY INCENTIVE PLAN (As Amended and Restated on January 9, 2026) 1. Purposes of the Plan. The purposes of this Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Company’s business. The Plan permit |
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| March 31, 2026 |
LEONABIO, INC. INDEMNIFICATION AGREEMENT Exhibit 10.1 LEONABIO, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between LeonaBio, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”). RECITALS A. Indemnitee’s service to the Company substantially benefits the Company. B. Individuals are reluctant to serve as directors or officers |
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| March 31, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39503 LeonaBio, Inc. |
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| March 31, 2026 |
LEONABIO, INC. 2020 EMPLOYEE STOCK PURCHASE PLAN (As Amended and Restated on January 9, 2026) Exhibit 10.7 LEONABIO, INC. 2020 EMPLOYEE STOCK PURCHASE PLAN (As Amended and Restated on January 9, 2026) 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a component that is intended to qualify as an “emplo |
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| March 31, 2026 |
Exhibit 10.29 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT LEONABIO, INC. TREATS AS PRIVATE AND CONFIDENTIAL LICENSE AGREEMENT This LICENSE AGREEMENT (the “Agreement”) is executed as of December 18, 2025 (the “Effective Date”) by and between Ligand Pharmaceuticals Incorporated, a corpora |
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| March 31, 2026 |
Exhibit 97 LEONABIO, INC. COMPENSATION RECOVERY (“CLAWBACK”) POLICY (As Amended and Restated on January 9, 2026) LeonaBio, Inc. (the “Company”) is committed to strong corporate governance. As part of this commitment, the Company’s Board of Directors (the “Board”) has adopted this Amended and Restated Compensation Recovery (“Clawback”) Policy (the “Policy”). The Policy is intended to further the Co |
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| March 31, 2026 |
As filed with the Securities and Exchange Commission on March 31, 2026 Registration No. |
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| March 31, 2026 |
Exhibit 2.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT LEONABIO, INC. TREATS AS PRIVATE AND CONFIDENTIAL. LICENSE AGREEMENT This License Agreement (the “Agreement”) is entered into as of December 18, 2025 (the “Effective Date”) between Sermonix Pharmaceuticals, Inc., a corporation orga |
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| March 31, 2026 |
LEONABIO, INC. 2024 INDUCEMENT EQUITY INCENTIVE PLAN (As Amended and Restated on January 9, 2026) Exhibit 10.23 LEONABIO, INC. 2024 INDUCEMENT EQUITY INCENTIVE PLAN (As Amended and Restated on January 9, 2026) 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility by providing an inducement material to individuals entering into employment with the Company or any Parent or Subsidiary of the Company. T |
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| March 26, 2026 |
Corporate Presentation March 2026 © LeonaBio, Inc. Corporate Presentation March 2026 © LeonaBio, Inc. This presentation and any accompanying oral commentary contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements are inheren |
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| March 26, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 26, 2026 LeonaBio, Inc. |
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| March 26, 2026 |
LeonaBio Reports Full Year 2025 Financial Results and Provides Business Update Acquired License to Phase 3 Lasofoxifene Development Program of Novel Selective Estrogen Receptor Modulator (SERM), a Potential Multi-Billion Dollar Opportunity as Treatment Option for Breast Cancer Patients with ESR1-Mutations Received Gross Proceeds of $90 Million in Private Placement Financing of Common Stock and War |
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| March 19, 2026 |
Exhibit 10.4 LEONABIO, INC. 2026 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANT Unless otherwise defined herein, the terms defined in the LeonaBio, Inc. 2026 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), the |
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| March 19, 2026 |
LEONABIO, INC. 2026 EQUITY INCENTIVE PLAN Exhibit 10.1 LEONABIO, INC. 2026 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of the Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Company’s business. The Plan permits the grant of Incentive Stock Options, Nonsta |
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| March 19, 2026 |
Exhibit 10.3 LEONABIO, INC. 2026 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT NOTICE OF RESTRICTED STOCK GRANT Unless otherwise defined herein, the terms defined in the LeonaBio, Inc. 2026 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Award Agreement which includes the Notice of Restricted Stock Grant (the “Notice of Grant”), the Terms an |
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| March 19, 2026 |
CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION LEONABIO, INC. Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LEONABIO, INC. LeonaBio, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), does hereby certify as follows: 1. The Company was originally incorporated under the name of M3 Biotechnology, Inc., and the original Certificate of Incorporation of the Company |
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| March 19, 2026 |
EXHIBIT A TERMS AND CONDITIONS OF STOCK OPTION GRANT Exhibit 10.2 LEONABIO, INC. 2026 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT NOTICE OF STOCK OPTION GRANT Unless otherwise defined herein, the terms defined in the LeonaBio, Inc. 2026 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement, which includes the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of Stock Opti |
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| March 19, 2026 |
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): March 18, 2026 LeonaBio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39503 45-3368487 (State or other jurisdiction of incorporation) (Commission File Numb |
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| March 10, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| February 23, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) |
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| February 4, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| January 20, 2026 |
Calculation of Filing Fee Tables Form S-3 (Form Type) LeonaBio, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) (2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equ |
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| January 20, 2026 |
Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK PAR VALUE $0.0001 COMMON STOCK Certificate Number ZQ00000000 LEONABIO, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE Shares 000000 * *** 000000 *************** *** 000000 *************** *** 000000 *************** *** 000000 SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 04746L 20 3 THIS CERTIFIES THAT ** Mr. Alexa |
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| January 20, 2026 |
As filed with the Securities and Exchange Commission on January 20, 2026 As filed with the Securities and Exchange Commission on January 20, 2026 Registration No. |
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| January 20, 2026 |
As filed with the Securities and Exchange Commission on January 20, 2026 As filed with the Securities and Exchange Commission on January 20, 2026 Registration No. |
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| January 20, 2026 |
Calculation of Filing Fee Tables Form S-3 (Form Type) LeonaBio, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) (2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equ |
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| January 9, 2026 |
Exhibit 10.1 ATHIRA PHARMA, INC. AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Amended and Restated Change in Control and Severance Agreement (the “Agreement”) is made by and between Athira Pharma, Inc., a Delaware corporation (the “Company”), and Robert Renninger (“Executive”), effective as of January 8, 2026 (the “Effective Date”) and amends and restates the Change in Contr |
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| January 9, 2026 |
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): January 7, 2026 LeonaBio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39503 45-3368487 (State or other jurisdiction of incorporation) (Commission File Num |
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| January 9, 2026 |
Exhibit 99.1 Athira Pharma Announces Name Change to LeonaBio, Inc. with New Ticker “LONA” New name to reflect recent transformative acquisition of rights to Phase 3 program in metastatic breast cancer and commitment to continued leadership, resilience and innovation BOTHELL, Wash., January 9, 2026 – Athira Pharma, Inc. (NASDAQ: ATHA), a clinical-stage biopharmaceutical company dedicated to the dev |
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| January 9, 2026 |
TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATHIRA PHARMA, INC. Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATHIRA PHARMA, INC. Athira Pharma, Inc. (the “Company”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), hereby certifies as follows: 1. The name of the Company is Athira Pharma, Inc. The |
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| January 9, 2026 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF LEONABIO, INC. (initially adopted on October 27, 2015) (amended on September 22, 2020) (as amended on November 15, 2022) (as amended on January 9, 2026 at 12:01 a.m. ET) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 |
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| December 18, 2025 |
Exhibit 99.1 Athira Pharma Announces Exclusive License to Lasofoxifene Phase 3 Development Program for Metastatic Breast Cancer Candidate and a Financing for up to $236 Million Phase 3 Development Program of Novel Selective Estrogen Receptor Modulator (SERM) Represents Potential Multi-Billion Dollar Opportunity as Treatment Option for Patients with ESR1-Mutations Financing Co-Led by Commodore Capi |
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| December 18, 2025 |
FORM OF SERIES A WARRANT TO PURCHASE COMMON STOCK AND/OR PRE-FUNDED WARRANTS Exhibit 4.2 THIS WARRANT AND THE SHARES OF COMMON STOCK AND/OR PRE-FUNDED WARRANTS ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I |
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| December 18, 2025 |
Exhibit 99.3 Risk Factors You should carefully consider the following risk factors, in addition to the other information contained in this Current Report on Form 8-K, or the Form 8-K, the Company’s Annual Report on Form 10-K filed on February 27, 2025 and the Company’s Quarterly Report on Form 10-Q filed on November 6, 2025, together with the Form 8-K, the SEC Reports. If any of the events describ |
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| December 18, 2025 |
FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Exhibit 4.1 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN |
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| December 18, 2025 |
Exhibit 99.3 Risk Factors You should carefully consider the following risk factors, in addition to the other information contained in this Current Report on Form 8-K, or the Form 8-K, the Company’s Annual Report on Form 10-K filed on February 27, 2025 and the Company’s Quarterly Report on Form 10-Q filed on November 6, 2025, together with the Form 8-K, the SEC Reports. If any of the events describ |
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| December 18, 2025 |
FORM OF SERIES B WARRANT TO PURCHASE COMMON STOCK AND/OR PRE-FUNDED WARRANTS Exhibit 4.3 THIS WARRANT AND THE SHARES OF COMMON STOCK AND/OR PRE-FUNDED WARRANTS ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I |
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| December 18, 2025 |
Exhibit 4.6 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December [●], 2025, is entered into by and between Athira Pharma, Inc., a Delaware corporation (the “Company”), and Sermonix Pharmaceuticals, Inc., a Delaware corporation (the “Purchaser”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set |
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| December 18, 2025 |
Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of December 18, 2025, by and among Athira Pharma, Inc., a Delaware corporation (the “Company”), and Sermonix Pharmaceuticals, Inc., a Delaware corporation (the “Purchaser”). WHEREAS, the Company is party to that certain License Agreement, dated as of the date hereof (as may be amended, supp |
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| December 18, 2025 |
Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of December 18, 2025, by and among Athira Pharma, Inc., a Delaware corporation (the “Company”), and Sermonix Pharmaceuticals, Inc., a Delaware corporation (the “Purchaser”). WHEREAS, the Company is party to that certain License Agreement, dated as of the date hereof (as may be amended, supp |
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| December 18, 2025 |
FORM OF SERIES A WARRANT TO PURCHASE COMMON STOCK AND/OR PRE-FUNDED WARRANTS Exhibit 4.2 THIS WARRANT AND THE SHARES OF COMMON STOCK AND/OR PRE-FUNDED WARRANTS ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I |
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| December 18, 2025 |
FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Exhibit 4.4 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN |
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| December 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2025 Athira Pharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39503 45-3368487 (State or other jurisdiction of incorpor |
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| December 18, 2025 |
Exhibit 4.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December [●], 2025, is entered into by and among Athira Pharma, Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used |
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| December 18, 2025 |
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): December 18, 2025 Athira Pharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39503 45-3368487 (State or other jurisdiction of incorporation) (Commission F |
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| December 18, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of December 18, 2025, by and among Athira Pharma, Inc., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”). WHEREAS, the Company and the Investors are executing and delivering th |
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| December 18, 2025 |
December 2025 Corporate Presentation © Athira Pharma, Inc. December 2025 Corporate Presentation © Athira Pharma, Inc. Disclaimer This presentation and any accompanying oral commentary contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking sta |
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| December 18, 2025 |
FORM OF SERIES B WARRANT TO PURCHASE COMMON STOCK AND/OR PRE-FUNDED WARRANTS Exhibit 4.3 THIS WARRANT AND THE SHARES OF COMMON STOCK AND/OR PRE-FUNDED WARRANTS ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I |
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| December 18, 2025 |
Exhibit 99.1 Athira Pharma Announces Exclusive License to Lasofoxifene Phase 3 Development Program for Metastatic Breast Cancer Candidate and a Financing for up to $236 Million Phase 3 Development Program of Novel Selective Estrogen Receptor Modulator (SERM) Represents Potential Multi-Billion Dollar Opportunity as Treatment Option for Patients with ESR1-Mutations Financing Co-Led by Commodore Capi |
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| December 18, 2025 |
FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Exhibit 4.1 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN |
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| December 18, 2025 |
Exhibit 4.6 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December [●], 2025, is entered into by and between Athira Pharma, Inc., a Delaware corporation (the “Company”), and Sermonix Pharmaceuticals, Inc., a Delaware corporation (the “Purchaser”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set |
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| December 18, 2025 |
December 2025 Corporate Presentation © Athira Pharma, Inc. December 2025 Corporate Presentation © Athira Pharma, Inc. Disclaimer This presentation and any accompanying oral commentary contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking sta |
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| December 18, 2025 |
Exhibit 4.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December [●], 2025, is entered into by and among Athira Pharma, Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used |
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| December 18, 2025 |
FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Exhibit 4.4 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN |
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| December 18, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of December 18, 2025, by and among Athira Pharma, Inc., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”). WHEREAS, the Company and the Investors are executing and delivering th |
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| November 6, 2025 |
ATHIRA PHARMA, INC. 2020 EQUITY INCENTIVE PLAN As Amended and Restated September 17, 2025 Exhibit 10.2 ATHIRA PHARMA, INC. 2020 EQUITY INCENTIVE PLAN As Amended and Restated September 17, 2025 1. Purposes of the Plan. The purposes of this Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Company’s business. The Plan per |
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| November 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39503 Athira Pharma, Inc. |
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| November 6, 2025 |
ATHIRA PHARMA, INC. 2014 EQUITY INCENTIVE PLAN As Amended and Restated September 17, 2025 Exhibit 10.1 ATHIRA PHARMA, INC. 2014 EQUITY INCENTIVE PLAN As Amended and Restated September 17, 2025 1. GENERAL. (a) Eligible Stock Award Recipients. The persons eligible to receive Stock Awards are Employees, Directors and Consultants. (b) Available Stock Awards. The Plan provides for the grant of the following Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) St |
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| November 6, 2025 |
ATHIRA PHARMA, INC. 2020 EMPLOYEE STOCK PURCHASE PLAN As Amended and Restated September 17, 2025 Exhibit 10.3 ATHIRA PHARMA, INC. 2020 EMPLOYEE STOCK PURCHASE PLAN As Amended and Restated September 17, 2025 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a component that is intended to qualify as an “em |
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| November 6, 2025 |
Exhibit 99.1 Athira Pharma Reports Third Quarter 2025 Financial Results and Provides Business Update Continuing to explore strategic alternatives focusing on maximizing stockholder value Presented results from Phase 1 clinical trial of ATH-1105 in healthy volunteers demonstrating a favorable safety and tolerability profile as well as dose proportional pharmacokinetics and CNS penetration, supporti |
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| November 6, 2025 |
ATHIRA PHARMA, INC. OUTSIDE DIRECTOR COMPENSATION POLICY As amended and restated September 17, 2025 Exhibit 10.5 ATHIRA PHARMA, INC. OUTSIDE DIRECTOR COMPENSATION POLICY As amended and restated September 17, 2025 Athira Pharma, Inc. (the “Company”) believes that the granting of equity and cash compensation to members of the Company’s Board of Directors (the “Board,” and members of the Board, “Directors”) represents an effective tool to attract, retain and reward Directors who are not employees o |
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| November 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 6, 2025 Athira Pharma, Inc. |
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| November 6, 2025 |
ATHIRA PHARMA, INC. 2024 INDUCEMENT EQUITY INCENTIVE PLAN As Amended and Restated September 17, 2025 Exhibit 10.4 ATHIRA PHARMA, INC. 2024 INDUCEMENT EQUITY INCENTIVE PLAN As Amended and Restated September 17, 2025 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility by providing an inducement material to individuals entering into employment with the Company or any Parent or Subsidiary of the Company. |
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| October 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 2, 2025 Athira Pharma, Inc. |
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| September 11, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATHIRA PHARMA, INC. Athira Pharma, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), does hereby certify as follows: 1. The Company was originally incorporated under the name of M3 Biotechnology, Inc., and the original Certificate of Incorporation of th |
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| September 11, 2025 |
Athira Pharma Announces Reverse Stock Split Exhibit 99.1 Athira Pharma Announces Reverse Stock Split BOTHELL, Wash., September 11, 2025 (GLOBE NEWSWIRE) - Athira Pharma, Inc. (“Athira” or “Company”) (NASDAQ: ATHA), a clinical stage biopharmaceutical company focused on developing small molecules to restore neuronal health and slow neurodegeneration, today announced that it will effect a 10-for-1 reverse stock split of Athira’s issued and aut |
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| September 11, 2025 |
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): September 10, 2025 Athira Pharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39503 45-3368487 (State or other jurisdiction of incorporation) (Commission |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39503 Athira Pharma, Inc. |
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| August 7, 2025 |
Exhibit 99.1 Athira Pharma Reports Second Quarter 2025 Financial Results and Provides Business Update Data from Phase 1 clinical trial of ATH-1105 in healthy volunteers showed a favorable safety and tolerability profile; dose proportional pharmacokinetics and CNS penetration support continued clinical development BOTHELL, Wash., August 7, 2025 – Athira Pharma, Inc. (NASDAQ: ATHA), a clinical stage |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 7, 2025 Athira Pharma, Inc. |
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| June 2, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 29, 2025 Athira Pharma, Inc. |
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| May 9, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 9, 2025 Athira Pharma, Inc. |
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| May 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39503 Athira Pharma, Inc. |
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| May 9, 2025 |
Exhibit 99.1 Athira Pharma Reports First Quarter 2025 Financial Results and Pipeline and Business Updates Completed healthy volunteer Phase 1 clinical study of ATH-1105 as a potential treatment for amyotrophic lateral sclerosis (ALS); full healthy volunteer data expected in 2H25 On-track to enable dosing ALS patients in late 2025 BOTHELL, Wash., May 9, 2025 – Athira Pharma, Inc. (NASDAQ: ATHA), a |
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| April 16, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): April 15, 2025 Athira Pharma, Inc. |
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| April 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| April 14, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by |
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| April 14, 2025 |
2024 ANNUAL REPORT Restoring Neuronal HealthAt Athira, we remain steadfast in our mission to develop novel innovative therapies for neuro- degenerative disease patients in need of new treatment options. |
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| April 4, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by R |
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| February 27, 2025 |
As filed with the Securities and Exchange Commission on February 27, 2025 Registration No. |
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| February 27, 2025 |
Amended and Restated Compensation Recovery Policy Exhibit 97 ATHIRA PHARMA, INC. COMPENSATION RECOVERY (“CLAWBACK”) POLICY (As amended and restated on September 12, 2024) Athira Pharma, Inc. (the “Company”) is committed to strong corporate governance. As part of this commitment, the Company’s Board of Directors (the “Board”) has adopted this Amended and Restated Compensation Recovery (“Clawback”) Policy (the “Policy”). The Policy is intended to f |
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| February 27, 2025 |
Exhibit 99.1 Athira Pharma Reports Full Year 2024 Financial Results and Pipeline and Business Updates Completed healthy volunteer Phase 1 clinical study of ATH-1105 as a potential treatment for amyotrophic lateral sclerosis (ALS) On-track to enable dosing ALS patients in 2025 BOTHELL, Wash., February 27, 2025 – Athira Pharma, Inc. (NASDAQ: ATHA), a clinical stage biopharmaceutical company focused |
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| February 27, 2025 |
Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2024, we had one class of securities, our common stock, registered under Section 12 of the Securities Exchange Act of 1934, as amended. These securities are listed on the Nasdaq Global Select Market under the symbol “ATHA.” Our authorized capital stock |
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| February 27, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Athira Pharma, Inc. |
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| February 27, 2025 |
Insider Trading Policy, as amended Exhibit 19 ATHIRA PHARMA, INC. INSIDER TRADING POLICY (As amended and restated on September 12, 2024) A. POLICY OVERVIEW Athira Pharma, Inc. (together with any subsidiaries, collectively the “Company”) has adopted this Insider Trading Policy (the “Policy”) to help you comply with the federal and state securities laws and regulations that govern trading in securities and to help the Company minimiz |
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| February 27, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 27, 2025 Athira Pharma, Inc. |
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| February 27, 2025 |
Outside Director Compensation Policy, as amended Exhibit 10.10 ATHIRA PHARMA, INC. OUTSIDE DIRECTOR COMPENSATION POLICY As amended and restated on September 12, 2024 Athira Pharma, Inc. (the “Company”) believes that the granting of equity and cash compensation to members of the Company’s Board of Directors (the “Board,” and members of the Board, “Directors”) represents an effective tool to attract, retain and reward Directors who are not employe |
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| February 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39503 Athira Pharma, |
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| November 14, 2024 |
ATHA / Athira Pharma, Inc. / BAKER BROS. ADVISORS LP - SC 13G/A Passive Investment SC 13G/A 1 tm2426483d3sc13ga.htm SC 13G/A SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No. 1)* Athira Pharma, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 04746L104 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropri |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39503 Athira Pharma, Inc. |
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| November 7, 2024 |
Exhibit 99.1 Athira Pharma Reports Third Quarter 2024 Financial Results and Pipeline and Business Updates Expects to complete healthy volunteer Phase 1 clinical study of ATH-1105 by year end and begin dosing ALS patients in 2025 BOTHELL, Wash., November 7, 2024 – Athira Pharma, Inc. (NASDAQ: ATHA), a clinical-stage biopharmaceutical company focused on developing small molecules to restore neuronal |
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| November 7, 2024 |
ATHA / Athira Pharma, Inc. / BML Investment Partners, L.P. Passive Investment SC 13G 1 atha13g.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. )* Athira Pharma, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 04746L104 (CUSIP Number) November |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 7, 2024 Athira Pharma, Inc. |
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| October 31, 2024 |
ATHA / Athira Pharma, Inc. / PERCEPTIVE ADVISORS LLC - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Athira Pharma, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 04746L104 (CUSIP Number) Alexander Rakitin Perceptive Advisors LLC 51 Astor Place, 10th Floor New York, NY 10003 (646) 205-5340 (Name, Address and Telepho |
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| October 24, 2024 |
October 24, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Alan Campbell Re: Athira Pharma, Inc. Registration Statement on Form S-3 Filed October 21, 2024 (File No. 333-282738) Acceleration Request Requested Date: October 28, 2024 Requested Time: 4:00 P.M. Eastern Daylight Time |
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| October 24, 2024 |
October 24, 2024 Mark Litton President and Chief Executive Officer Athira Pharma, Inc. |
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| October 21, 2024 |
Exhibit 4.3 ATHIRA PHARMA, INC. INDENTURE Dated as of , 20 [] Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions 1 Section 1.2 Other Definitions 4 Section 1.3 Incorporation by Reference of Trust Indenture Act 4 Section 1.4 Rules of Construction 5 ARTICLE II THE SECURITIES 5 Section 2.1 Issuable in Series 5 Section 2.2 Establishment of Term |
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| October 21, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Athira Pharma, Inc. |
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| October 21, 2024 |
As filed with the Securities and Exchange Commission on October 18, 2024 As filed with the Securities and Exchange Commission on October 18, 2024 Registration No. |
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| October 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 16, 2024 Athira Pharma, Inc. |
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| October 7, 2024 |
Separation Agreement and Release between Andrew Gengos and Athira Pharma, Inc. dated October 3, 2024 *Certain portions of this exhibit have been omitted because they are not material and is the type of information that the company treats as private or confidential. |
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| October 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 1, 2024 Athira Pharma, Inc. |
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| October 7, 2024 |
*Certain portions of this exhibit have been omitted because they are not material and is the type of information that the company treats as private or confidential. |
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| September 17, 2024 |
Exhibit 99.1 Athira Pharma to Focus on Advancement of ATH-1105 for the Treatment of Neurodegenerative Diseases ATH-1105 is an orally delivered, positive modulator of the neurotrophic HGF system that is currently in a Phase 1 clinical trial with completion expected by year end 2024 and commencement of dosing of ALS patients expected in 2025 Company announces cost containment measures in alignment w |
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| September 17, 2024 |
Change in Control Agreement between the Registrant and Robert Renninger. Exhibit 10.2 ATHIRA PHARMA, INC. CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (the “Agreement”) is made by and between Athira Pharma, Inc., a Delaware corporation (the “Company”), and Robert Renninger (“Executive”), effective as of , 2023 (the “Effective Date”). This Agreement provides certain protections to Executive in connection with an involuntary termination of Executive’s emp |
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| September 17, 2024 |
Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 15, 2024 Athira Pharma, Inc. |
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| September 17, 2024 |
Employment Offer Letter between the Registrant and Robert Renninger. Exhibit 10.1 4000 MASON RD SUITE 300, BOX 352141 SEATTLE, WA 98195-2141 June 21, 2020 Robert Renninger 415 West Crockett Street Seattle, WA 98119 Dear Mr. Renninger, We are pleased to offer you a position with Athira Pharma, Inc, (the “Company”) as Director of Accounting & Reporting. If you decide to join us, you will become part of a fast-paced and dedicated team that works together to accelerate |
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| September 3, 2024 |
LIFT-AD Topline Readout September 3, 2024 Exhibit 99.2 Disclaimer This presentation and the accompanying oral commentary contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking stateme |
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| September 3, 2024 |
Exhibit 99.1 Athira Pharma Announces Topline Results from Phase 2/3 LIFT-AD Clinical Trial of Fosgonimeton for Mild-to-Moderate Alzheimer’s Disease LIFT-AD trial did not meet primary endpoint of GST and key secondary endpoints of cognition (ADAS-Cog11) and function (ADCS-ADL23) In pre-specified subgroups of patients with moderate Alzheimer’s disease or who are APOE4 carriers, fosgonimeton showe |
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| September 3, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 3, 2024 Athira Pharma, Inc. |
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| August 9, 2024 |
Employment Offer Letter between the Registrant and Javier San Martin Exhibit 10.1 18706 NORTH CREEK PARKWAY SUITE 104 BOTHELL, WA 98011 March 29, 2024 Javier San Martin [Address] Email: [Email] Dear Javier: We are pleased to offer you employment with Athira Pharma, Inc. (the “Company”) as its Chief Medical Officer, reporting to the Company’s Chief Executive Officer (“CEO”). If you decide to join us in this role, you will become part of a fast-paced and dedicated te |
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| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A (Amendment No. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A (Amendment No. |
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| August 9, 2024 |
Change in Control and Severance Agreement between the Registrant and Javier San Martin Exhibit 10.2 ATHIRA PHARMA, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (the “Agreement”) is made by and between Athira Pharma, Inc., a Delaware corporation (the “Company”), and Javier San Martin (“Executive”), effective as of April 15, 2024 (the “Effective Date”). This Agreement provides certain protections to Executive in connection with an invol |
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| August 1, 2024 |
Exhibit 99.1 Athira Pharma Reports Second Quarter 2024 Financial Results and Pipeline and Business Updates Topline data from completed Phase 2/3 LIFT-AD clinical trial of fosgonimeton as a potential treatment for mild-to-moderate Alzheimer’s disease targeted for September 2024 Phase 2/3 LIFT-AD data to be presented in an oral presentation at CTAD in October 2024 Phase 1 clinical trial of ATH-1105 |
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| August 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39503 Athira Pharma, Inc. |
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| August 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 1, 2024 Athira Pharma, Inc. |
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| May 29, 2024 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 23, 2024 Athira Pharma, Inc. |
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| May 29, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATHIRA PHARMA, INC. Athira Pharma, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), does hereby certify as follows: 1. The Company was originally incorporated under the name of M3 Biotechnology, Inc., and the original Certificate of Incorporation of th |
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| May 17, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 3, 2024 Athira Pharma, Inc. |
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| May 17, 2024 |
Athira Pharma Announces Proposed Settlement of Stockholder Derivative Action Exhibit 99.1 Athira Pharma Announces Proposed Settlement of Stockholder Derivative Action BOTHELL, WA, May 17, 2024 — Athira Pharma, Inc. (NASDAQ: ATHA), a late clinical-stage biopharmaceutical company focused on developing small molecules to restore neuronal health and slow neurodegeneration, today announced that the U.S. District Court for the Western District of Washington issued an order provi |
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| May 15, 2024 |
Exhibit 99.1 Athira Pharma Reports First Quarter 2024 Financial Results and Pipeline and Business Updates Topline data from Phase 2/3 LIFT-AD clinical trial of fosgonimeton as a potential treatment for mild-to-moderate Alzheimer’s disease expected in second half of 2024 Submitted Investigational New Drug application to U.S. Food and Drug Administration for ATH-1105 for the treatment of amyotrophic |
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| May 15, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 15, 2024 Athira Pharma, Inc. |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39503 Athira Pharma, Inc. |
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| April 9, 2024 |
2023 ANNUAL REPORT Enhancing Connections2023 marked an important year for Athira, as we continued to make significant progress in our pursuit to advance novel, first-in-class therapies to patients with neurodegenerative diseases in need of better treatment options. |
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| April 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| April 9, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by |
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| March 28, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by R |
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| February 22, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Athira Pharma, Inc. |
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| February 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39503 Athira Pharma, |
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| February 22, 2024 |
Exhibit 99.1 Athira Pharma Reports Full Year 2023 Financial Results and Pipeline and Business Updates Enrollment completed in Phase 2/3 LIFT-AD clinical trial of fosgonimeton as a potential treatment for mild-to-moderate Alzheimer’s disease; topline data expected in second half of 2024 On track to initiate first-in-human studies of ATH-1105 for the treatment of amyotrophic lateral sclerosis in fir |
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| February 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 21, 2024 Athira Pharma, Inc. |
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| February 22, 2024 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2023, we had one class of securities, our common stock, registered under Section 12 of the Securities Exchange Act of 1934, as amended. These securities are listed on the Nasdaq Global Select Market under the symbol “ATHA.” Our authorized capital stock |
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| February 22, 2024 |
As filed with the Securities and Exchange Commission on February 22, 2024 Registration No. |
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| February 22, 2024 |
2024 Inducement Equity Incentive Plan and related form agreements Exhibit 10.1 ATHIRA PHARMA, INC. 2024 INDUCEMENT EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility by providing an inducement material to individuals entering into employment with the Company or any Parent or Subsidiary of the Company. The Plan permits the grant of Nonstatutory |
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| February 22, 2024 |
Amended and Restated Compensation Recovery Policy ATHIRA PHARMA, INC. AMENDED AND RESTATED COMPENSATION RECOVERY (“CLAWBACK”) POLICY As amended and restated on November 13, 2023 Athira Pharma, Inc. (the “Company”) is committed to strong corporate governance. As part of this commitment, the Company’s Board of Directors (the “Board”) has adopted this Amended and Restated Compensation Recovery (“Clawback”) Policy (the “Policy”). The Policy is intend |
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| February 14, 2024 |
EX-99.1 2 tm242424d30ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13G relating to the Common Stock of Athira Pharma, Inc. is being filed with the Securities and Exchange Commission on behalf of each of them. February 14, 2024 BAKER BROS. ADVISORS |
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| February 14, 2024 |
ATHA / Athira Pharma, Inc. / BAKER BROS. ADVISORS LP - SC 13G Passive Investment SC 13G 1 tm242424d30sc13g.htm SC 13G SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No. )* Athira Pharma, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 04746L104 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box |
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| January 8, 2024 |
Executive Transition Agreement between the Registrant and Hans Moebius dated January 5, 2024 Exhibit 10.1 EXECUTIVE TRANSITION AGREEMENT THIS EXECUTIVE TRANSITION AGREEMENT (this “Agreement”) is entered into as of January 5, 2024 (the “Effective Date”) between Athira Pharma, Inc. (the “Company”) and Hans Moebius (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”). R E C I T A L S WHEREAS, the Parties previously entered into an “Offer of Emplo |
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| January 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 4, 2024 Athira Pharma, Inc. |
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| January 8, 2024 |
Exhibit 99.1 Athira Pharma Provides 2024 Clinical Pipeline Outlook and Business Update Completed enrollment in Phase 2/3 LIFT-AD clinical trial of fosgonimeton as a potential treatment for mild-to-moderate Alzheimer’s disease and expects topline data in second half of 2024 Plans to initiate first-in-human studies of ATH-1105 to treat amyotrophic lateral sclerosis in first half of 2024 BOTHELL, WA, |
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| December 29, 2023 |
ATHA / Athira Pharma, Inc. / PERCEPTIVE ADVISORS LLC - SC 13D/A Activist Investment SC 13D/A 1 d134543dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Athira Pharma, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 04746L 104 (CUSIP Number) Alexander Rakitin Perceptive Advisors LLC 51 Astor Place, 10th Floor New York, NY 10003 (646) 205-534 |
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| November 9, 2023 |
Exhibit 99.1 Athira Pharma Reports Third Quarter 2023 Financial Results and Pipeline and Business Updates Continues to report clinical and preclinical findings supporting the potential benefits of its small molecule therapeutic candidates targeting the neurotrophic HGF system as potential novel treatments for neurodegenerative diseases Expects to complete enrollment of Phase 2/3 LIFT-AD clinical t |
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| November 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 9, 2023 Athira Pharma, Inc. |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39503 Athira Pharma, Inc. |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 10, 2023 Athira Pharma, Inc. |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39503 Athira Pharma, Inc. |
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| August 10, 2023 |
Exhibit 99.1 Athira Pharma Reports Second Quarter 2023 Financial Results and Pipeline and Business Updates Completed end of Phase 2 meeting and continued engagement with U.S. Food and Drug Administration Appointed Andrew Gengos as Chief Financial Officer and Chief Business Officer Maintains strong balance sheet to support innovative clinical development pipeline in neurodegenerative diseases throu |
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| July 7, 2023 |
ATHA / Athira Pharma Inc / BlackRock Inc. Passive Investment us04746l1044070723.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 2) Athira Pharma, Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 04746L104 - (CUSIP Number) June 30, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh |
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| May 22, 2023 |
EX-99.1 Exhibit 99.1 Athira Pharma Appoints Andrew Gengos as Chief Financial Officer and Chief Business Officer Veteran biopharmaceutical executive brings over 30 years of financial, corporate strategy, transactional and business development experience BOTHELL, WA, May 22, 2023 — Athira Pharma, Inc. (NASDAQ: ATHA), a late clinical-stage biopharmaceutical company focused on developing small molecul |
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| May 22, 2023 |
Transition Services Agreement between the Company and Glenna Mileson, dated as of May 18, 2023. EX-10.3 Exhibit 10.3 TRANSITION AGREEMENT AND RELEASE This Transition Agreement and Release (“Agreement”) is made by and between Glenna Mileson (“Employee”) and Athira Pharma, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). WHEREAS, Employee has been employed at-will by the Company as its Chief Financial Officer (“CFO”); WHEREAS, Employee |
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| May 22, 2023 |
Employment Offer Letter between the Company and Andrew Gengos, dated as of May 18, 2023. EX-10.1 Exhibit 10.1 18706 NORTH CREEK PARKWAY SUITE 104 BOTHELL, WA 98011 May 18, 2023 Andrew Gengos [Address] [Email] Dear Andrew: We are pleased to offer you a position with Athira Pharma, Inc. (the “Company”). If you decide to join us, you will become part of a fast-paced and dedicated team that works together to accelerate the development of life changing therapeutics. Effective as of Thursda |
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| May 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 18, 2023 Athira Pharma, Inc. |
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| May 22, 2023 |
EX-10.2 Exhibit 10.2 ATHIRA PHARMA, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (the “Agreement”) is made by and between Athira Pharma, Inc., a Delaware corporation (the “Company”), and Andrew Gengos (“Executive”), effective as of May 18, 2023 (the “Effective Date”). This Agreement provides certain protections to Executive in connection with an inv |
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| May 11, 2023 |
Exhibit 99.1 Athira Pharma Reports First Quarter 2023 Financial Results and Recent Pipeline and Business Updates Phase 2/3 LIFT-AD trial of fosgonimeton for mild-to-moderate Alzheimer’s disease to focus on 40 mg dose Open label extension trial to be extended, providing up to 36 months of long-term exposure data ATH-1105 significantly prolongs survival and improves motor function in a mouse model o |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39503 Athira Pharma, Inc. |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 11, 2023 Athira Pharma, Inc. |
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| April 20, 2023 |
ATHA / Athira Pharma Inc / Kayne Richard A - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Athira Pharma, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 04746L104 (CUSIP Number) April 10, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| April 5, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14A-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a- |
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| April 5, 2023 |
2022 ANNUAL REPORT Building, Restoring and Maintaining ConnectionsFosgonimeton protects cortical neurons from neurotoxic stress In preclinical cell models, treatment with fosgonimeton protected neurons from neurotoxicity. |
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| April 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14A-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definit |
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| March 23, 2023 |
2020 Employee Stock Purchase Plan, as amended and Form of Subscription Agreement thereunder Exhibit 10.8 ATHIRA PHARMA, INC. 2020 EMPLOYEE STOCK PURCHASE PLAN (Amended and Restated effective November 15, 2022) 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a component that is intended to qualify a |
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| March 23, 2023 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2022, we had one class of securities, our common stock, registered under Section 12 of the Securities Exchange Act of 1934, as amended. These securities are listed on the Nasdaq Global Select Market under the symbol “ATHA.” Our authorized capital stock |
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| March 23, 2023 |
As filed with the Securities and Exchange Commission on March 23, 2023 Registration No. |
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| March 23, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Athira Pharma, Inc. |
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| March 23, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 23, 2023 Athira Pharma, Inc. |
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| March 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39503 Athira Pharma, |
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| March 23, 2023 |
Exhibit 99.1 Athira Pharma Reports Full Year 2022 Financial Results and Recent Pipeline and Business Updates On track to complete enrollment in Phase 2/3 LIFT-AD trial of fosgonimeton for mild-to-moderate Alzheimer’s disease in mid-2023 with topline data in early 2024 Continuing to advance development of ATH-1105 as a potential clinical candidate for amyotrophic lateral sclerosis Strong balance sh |
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| March 23, 2023 |
Outside Director Compensation Policy, as amended Exhibit 10.10 ATHIRA PHARMA, INC. OUTSIDE DIRECTOR COMPENSATION POLICY As amended January 27, 2023 Athira Pharma, Inc. (the “Company”) believes that the granting of equity and cash compensation to members of the Company’s Board of Directors (the “Board,” and members of the Board, “Directors”) represents an effective tool to attract, retain and reward Directors who are not employees of the Company |
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| February 14, 2023 |
ATHA / Athira Pharma Inc / RTW INVESTMENTS, LP - ATHIRA PHARMA, INC. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Athira Pharma, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 04746L104 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant |
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| February 1, 2023 |
ATHA / Athira Pharma Inc / BlackRock Inc. Passive Investment SC 13G/A 1 us04746l1044020123.txt us04746l1044020123.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 1) Athira Pharma, Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 04746L104 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate bo |
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| January 30, 2023 |
ATHA / Athira Pharma Inc / FRANKLIN RESOURCES INC Passive Investment athi22a1.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 04746L104 13G Page 1 of 12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* Athira Pharma, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 04746L104 (CUSIP Number) December 31, 2022 (Date of |
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| January 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 6, 2023 Athira Pharma, Inc. |
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| January 6, 2023 |
ATHIRA PHARMA, INC. Up to $75,000,000 Common Stock 424B5 1 athira424b5.htm 424B5 Filed Pursuant to Rule 424(b)(5) Registration No. 333-261073 PROSPECTUS SUPPLEMENT (To prospectus dated November 24, 2021) ATHIRA PHARMA, INC. Up to $75,000,000 Common Stock We have entered into a Controlled Equity OfferingSM Sales Agreement, or the Sales Agreement, with Cantor Fitzgerald & Co., or Cantor Fitzgerald, and BTIG, LLC, or BTIG, dated January 6, 2023, rela |
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| January 6, 2023 |
Exhibit 1.1 ATHIRA PHARMA, INC. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales Agreement January 6, 2023 Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 BTIG, LLC 65 East 55th Street New York, NY 10022 Ladies and Gentlemen: Athira Pharma, Inc., a Delaware corporation (the ?Company?), confirms its agreement (this ?Agreement?) with Cantor Fitzgeral |
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| November 18, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 15, 2022 Athira Pharma, Inc. |
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| November 18, 2022 |
Amended and Restated Bylaws of the Company Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF ATHIRA PHARMA, INC. (initially adopted on October 27, 2015) (amended on September 22, 2020) (as amended on November 15, 2022) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCED |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39503 Athira Pharma, Inc. |
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| November 10, 2022 |
Exhibit 99.1 Athira Pharma Reports Third Quarter 2022 Financial Results and Recent Clinical and Corporate Updates Independent, unblinded, interim efficacy and futility analysis of Phase 2/3 LIFT-AD study in mild-to-moderate Alzheimer’s disease patients supports potential clinically meaningful activity of fosgonimeton without background acetylcholinesterase therapy and mitigates program risk Strong |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 10, 2022 Athira Pharma, Inc. |
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| October 17, 2022 |
Exhibit 99.1 Athira Pharma Advances Phase 2/3 LIFT-AD Clinical Study of Fosgonimeton in Mild-to-Moderate Alzheimer?s Patients Following Independent, Unblinded Interim Analysis Results support potential clinically meaningful activity of fosgonimeton without background therapy and mitigate program risk Updated study well powered for primary endpoint with addition of fewer than 150 patients Company t |
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| October 17, 2022 |
Phase 2/3 LIFT-AD Interim Analysis Results and Next Steps October 17, 2022 Exhibit 99. |
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| October 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 17, 2022 Athira Pharma, Inc. |
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| August 15, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 15, 2022 Athira Pharma, Inc. |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39503 Athira Pharma, Inc. |
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| August 15, 2022 |
Exhibit 99.1 Athira Pharma Reports Second Quarter 2022 Financial Results and Recent Clinical and Corporate Updates Presented clinical and preclinical data at Alzheimer?s Association International Conference 2022 Strong balance sheet to support clinical development pipeline BOTHELL, WA, August 15, 2022 ? Athira Pharma, Inc. (NASDAQ: ATHA), a late clinical-stage biopharmaceutical company focused on |
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| July 1, 2022 |
ATHA / Athira Pharma Inc / PERCEPTIVE ADVISORS LLC - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Athira Pharma, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 04746L 104 (CUSIP Number) Alexander Rakitin Perceptive Advisors LLC 51 Astor Place, 10th Floor New York, NY 10003 (646) 205-5340 (Name, Address and Telephone |
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| June 22, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 22, 2022 Athira Pharma, Inc. |
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| June 22, 2022 |
Exhibit 99.1 Athira Pharma Announces Topline Results from ACT-AD Phase 2 Proof of Concept Study of Fosgonimeton in Mild-to-Moderate Alzheimer’s Disease Primary endpoint of change in biomarker ERP P300 latency was not statistically significant for the full study population as combination of fosgonimeton and standard-of-care (AChEIs) given together showed potential diminished effect of fosgonimeton |
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| June 22, 2022 |
ACT-AD Topline Results Investor Webinar June 22, 2022 Exhibit 99.2 Forward Looking Statements ? Athira Pharma, Inc. All Rights Reserved. This presentation and the accompanying oral commentary contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our management?s beliefs and assumptions and on inf |
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| May 24, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 19, 2022 Athira Pharma, Inc. |
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| May 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material under ? 240. |
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| May 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material under ? 240. |
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| May 16, 2022 |
Exhibit 99.1 RIC KAYNE SUSPENDS CAMPAIGN TO ELECT HIMSELF AND GEORGE BICKERSTAFF TO ATHIRA PHARMA BOARD OF DIRECTORS Issues Letter to Athira Shareholders Highlighting Continued Need for Oversight in Athira?s Boardroom BLUE Proxy Cards Will Still Be Counted NEW YORK ? May 16, 2022 ? Richard A. (Ric) Kayne, who together with his affiliates beneficially owns approximately 4.8% of the outstanding shar |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 DFAN14A 1 k53130683a.htm DFAN 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☐ Filed by a party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permi |
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| May 12, 2022 |
Exhibit 99.1 Athira Pharma Reports First Quarter 2022 Financial Results and Provides Pipeline and Business Updates On track to report topline data from ACT-AD Phase 2 Alzheimer?s disease study by end of 2Q22 BOTHELL, WA, May 12, 2022 ? Athira Pharma, Inc. (NASDAQ: ATHA), a late clinical-stage biopharmaceutical company focused on developing small molecules to restore neuronal health and slow neurod |
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| May 12, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 12, 2022 Athira Pharma, Inc. |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39503 Athira Pharma, Inc. |
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| May 12, 2022 |
Exhibit 99.1 RIC KAYNE ISSUES LETTER TO ATHIRA SHAREHOLDERS HIGHLIGHTING NEED FOR IMMEDIATE CHANGE TO ATHIRA BOARD Details Poor Decision-Making by Current Athira Board Leading to Destruction of Shareholder Value and Outlines the Urgent Need for Change Urges Athira Shareholders to VOTE their BLUE Proxy Card TODAY NEW YORK ? May 12, 2022 ? Richard A. (Ric) Kayne, who together with his affiliates ben |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ????Preliminary Proxy Statement ????Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ??? Defi |
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| May 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material under ? 240. |
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| May 9, 2022 |
DEFA14A 1 d307346ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as perm |
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| May 5, 2022 |
Exhibit 99.1 LEADING PROXY ADVISORY FIRM ISS RECOMMENDS ATHIRA SHAREHOLDERS “WITHHOLD” SUPPORT FROM INCUMBENT DIRECTORS JOSEPH EDELMAN AND JOHN FLUKE ISS Would Have Recommended Shareholders “WITHHOLD” For Full Board Due to Classified Board Structure, Calls Board’s Mechanisms for Management Oversight to be “Lacking”, and Highlights Numerous Other Corporate Governance Missteps Ric Kayne Urges All At |
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| May 5, 2022 |
DEFA14A 1 d355581ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as perm |
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| May 5, 2022 |
DEFA14A 1 d276909ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as perm |
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| May 5, 2022 |
DEFA14A 1 d300424ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as pe |
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| May 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 DFAN14A 1 a050522a.htm SCHEDULE 14A INFORMATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☐ Filed by a party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| May 4, 2022 |
EXHIBIT 99.1 RIC KAYNE IDENTIFIES HIGHLY QUALIFIED CEO CANDIDATE FOR ATHIRA Dr. Ronald Krall, Former Chief Medical Officer of GlaxoSmithKline, Willing to Become Athira’s CEO To Maximize Chance of Successful Clinical Trials and Join Board Urges Board to Immediately Interview Dr. Krall NEW YORK – May 4, 2022 – Richard A. (Ric) Kayne, who together with his affiliates beneficially owns approximately 4 |
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| May 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ????Preliminary Proxy Statement ????Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ??? Defi |
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| May 2, 2022 |
Exhibit 99.1 Hi [Shareholder], I hope this note finds you well. As you know, I am trying to drive much needed change at Athira Pharma, Inc. (?Athira?) and I need your help to effect that change before it is too late. Please have a look at the attached presentation and the video we posted to www.SaveAthira.com to learn more about the reasons why I am not sitting idly by. As noted in the proxy state |
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| May 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 DFAN14A 1 k52696835a.htm SCHEDULE DFAN14A - DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☐ Filed by a party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential |
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| April 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ????Preliminary Proxy Statement ????Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ??? Defi |
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| April 27, 2022 |
EX-99.2 3 k042722c.htm TRANSCRIPT OF VIDEO POSTED TO SAVEATHIRA.COM ON APRIL 27, 2022. Exhibit 99.2 Transcript of Ric Kayne Proxy Solicitation Video Available at www.SaveAthira.com as of April 27, 2022 Time: 7 minutes, 10 seconds FEMALE VOICEOVER: The regeneration of damaged brain tissue. That’s the promise of a potential new drug by Athira Pharma called 1017. It’s why we all invested. A once-in-a |
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| April 27, 2022 |
Exhibit 99.1 RIC KAYNE ISSUES LETTER TO ATHIRA SHAREHOLDERS HIGHLIGHTING WHY IMMEDIATE BOARD CHANGE IS REQUIRED Details Numerous Recent Missteps by Current Athira Board That Have Led to Significant Destruction of Shareholder Value and Outlines the Urgent Need for Change Releases Video at www.SaveAthira.com Highlighting Why Ric Kayne and George Bickerstaff are Highly Qualified to Restore Board Cred |
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| April 26, 2022 |
DEFA14A 1 d352494ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as perm |
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| April 26, 2022 |
DEFA14A 1 d328428ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as perm |
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| April 25, 2022 |
Exhibit 99.2 RIC KAYNE PUBLISHES INVESTOR PRESENTATION HIGHLIGHTING URGENT NEED FOR CHANGES TO ATHIRA?S BOARD OF DIRECTORS New, Independent, Shareholder-Centric Directors are Needed to Ensure ATH-1017?s Significant Potential is Realized and Reverse Destruction of Shareholder Value by Athira?s Current Board Launches Campaign Website with Additional Information for Shareholders: www.SaveAthira.com U |
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| April 25, 2022 |
EX-99.1 2 a042522b.htm INVESTOR PRESENTATION Exhibit 99.1 Proxy Contest for Board Change at Athira Pharma, Inc. (NASDAQ: ATHA) Immediate Change is Necessary DISCLAIMER The views expressed herein and in any other solicitation materials referenced herein and/or attached hereto represent the opinions of Richard A. Kayne and certain of his affiliates (collectively, the “Kayne Entities”) that hold shar |
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| April 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 DFAN14A 1 a042522a.htm SCHEDULE 14A INFORMATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☐ Filed by a party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| April 22, 2022 |
Exhibit 99.7 BY EMAIL March 25, 2022 Richard A. Kayne 1800 Avenue of the Stars, Third Floor Los Angeles, CA 90067 Dear Ric: I write on behalf of Athira?s board of directors in response to the letter dated March 13, 2022, from your counsel concerning Mark Litton, Ph.D, MBA, the chief executive officer of Athira. Dr. Litton has the full support of Athira?s board of directors. Very truly yours, /s/ K |
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| April 22, 2022 |
Exhibit 99.2 www.SaveAthira.com Disclaimer The views expressed in the solicitation materials referenced herein and/or attached hereto represent the opinions of Richard A. Kayne and certain of his affiliates (collectively, the ?Kayne Entities?) that hold shares of Athira Pharma, Inc. (?Athira? or the ?Company?) and are based on publicly available information with respect to the Company. The Kayne E |
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| April 22, 2022 |
Richard A. Kayne 1800 Avenue of the Stars, Third Floor Los Angeles, CA 90067 Exhibit 99.4 Richard A. Kayne 1800 Avenue of the Stars, Third Floor Los Angeles, CA 90067 March 8, 2022 Via Email Athira Pharma, Inc. Attention: Corporate Secretary 18706 North Creek Parkway, Suite 104 Bothell, Washington 98011 Email: [email protected] Re: Demand to Inspect Certain Books and Records of Athira Pharma, Inc. Pursuant to Section 220 of the General Corporation Law of the Stat |
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| April 22, 2022 |
Richard A. Kayne 1800 Avenue of the Stars, Third Floor Los Angeles, CA 90067 Exhibit 99.8 Richard A. Kayne 1800 Avenue of the Stars, Third Floor Los Angeles, CA 90067 April 12, 2022 Via Email Athira Pharma, Inc. Attention: Corporate Secretary 18706 North Creek Parkway, Suite 104 Bothell, Washington 98011 Email: [email protected] Re: Demand to Inspect Certain Books and Records of Athira Pharma, Inc. Pursuant to Section 220 of the General Corporation Law of the Sta |
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| April 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ????Preliminary Proxy Statement ????Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ??? Defi |
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| April 22, 2022 |
Exhibit 99.5 March 11, 2022 Ric Kayne Willkie Farr & Gallagher LLP Dear Ric: We have reviewed your letter, dated March 7, 2022, and take the issues that you have raised seriously. We appreciate the opportunities we?ve had to discuss your perspectives and share our views with you, and thought it might be helpful here to provide more clarity around the issues and strategies taken by the company. Ath |
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| April 22, 2022 |
Exhibit 99.3 March 7, 2022 Kelly Romano, Chair Joseph Edelman Barbara Kosacz James Johnson John J. Fluke, Jr. Grant Pickering Dear independent directors of Athira: By now you are undoubtedly aware that I have submitted a notice nominating two candidates ? myself and George Bickerstaff - to serve on the Athira board at the upcoming annual meeting. I did not take this decision lightly. I believe I s |
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| April 22, 2022 |
Exhibit 99.6 March 13, 2022 VIA EMAIL Douglas Schnell Michael Nordtvedt Wilson Sonsini Goodrich & Rosati 650 Page Mill Road Palo Alto, CA 94304 Re: Mark Litton Dear Doug and Michael: We write on behalf of Ric Kayne to bring to your attention certain facts and circumstances that we believe warrant the immediate suspension of Mark Litton and an investigation into his fitness to serve as President an |
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| April 20, 2022 |
DEFA14A 1 d326859ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as perm |
