8-K

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

October 9, 2018

Date of Report (Date of earliest event reported)

ATYR PHARMA, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-37378	20-3435077
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3545 John Hopkins Court, Suite #250 San Diego, California 92121
(Address of principal executive offices, including zip code)

(858) 731-8389

 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company     ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☒

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 9, 2018, aTyr Pharma, Inc. (the “Company”) and David J. King, Ph.D., the Company’s Chief Scientific Officer, agreed to enter into a transition plan whereby Dr. King will resign from the Company, effective as of December 31, 2018.  Dr. King plans to pursue an opportunity to found a private biotechnology company.

To implement this transition, the Company and Dr. King entered into a Transition and Resignation Agreement (the “Transition Agreement”) and a Consulting Agreement (the “Consulting Agreement”). Pursuant to the terms of the Transition Agreement, (i) Dr. King will continue performing his duties as the Company’s Chief Scientific Officer on a full-time basis through October 31, 2018 and then on a less than full-time basis from November 1, 2018 through December 31, 2018, and (ii) the Company agreed to retain Dr. King as a consultant pursuant to the terms of the Consulting Agreement following his resignation as Chief Scientific Officer.  Pursuant to the terms of the Consulting Agreement, Dr. King will provide advisory services related to the Company’s discovery and development programs based on tRNA synthetase biology through June 30, 2019 at an hourly consulting rate.  

The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the Transition Agreement, which the Company intends to file with the Securities and Exchange Commission as an exhibit to its Annual Report on Form 10-K for the year ended December 31, 2018.

Item 7.01Regulation FD

The company issued a press release on October 15, 2018, a copy of which is attached hereto as Exhibit 99.1

The information furnished pursuant to this Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”) or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Exhibits.

(d) Exhibits.

99.1 Press Release of aTyr Pharma, Inc. dated October 15, 2018.  

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ATYR PHARMA, INC.
	By:	/s/ Sanjay S. Shukla
		Sanjay S. Shukla, M.D., M.S.
		President and Chief Executive Officer
Date: October 15, 2018

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EX-99.1

EXHIBIT 99.1

IMMEDIATE RELEASE

Contact:

Jason Spark

Managing Director, Canale Communications Inc. 

jason@canalecomm.com

619-849-6005

aTyr Pharma Announces Leadership Transition

SAN DIEGO – October 15, 2018 – aTyr Pharma, Inc. (Nasdaq: LIFE), a biotherapeutics company engaged in the discovery and development of innovative medicines based on novel immunological pathways, today announced the resignation of David J. King, Ph.D. as Chief Scientific Officer of aTyr, effective as of December 31, 2018.  Dr. King will be pursuing an opportunity as a founder of a private biotechnology company in a non-competitive area and in biology distinct from aTyr.  Through the end of the year, Dr. King will assist in transition activities and recruitment of new leadership to continue aTyr’s research efforts.  Dr. King will continue to serve as a scientific consultant for aTyr into 2019.  

“Our team has made tremendous progress in elucidating this new area of biology and laying the groundwork for potential therapeutic applications. I’m happy to have been a part of the advancement of tRNA synthetase biology, particularly our identification of the neuropilin-2 receptor for ATYR1923 and the expanding knowledge of the role of that receptor,” said Dr. King.  “I’m leaving aTyr to pursue a life-long goal of founding a company.  I am privileged to have worked with the tremendously talented aTyr team and remain very enthusiastic about the company’s science and the potential benefit of ATYR1923 for patients.”

“On behalf of aTyr, I would like to thank David for his efforts and scientific leadership over the past two years, and we are pleased that he will remain with us as an advisor following this transition,” said Sanjay Shukla, M.D., M.S., president and CEO of aTyr Pharma. “Over the coming months, David and I will work closely together to implement this transition in an effective manner.”  

About aTyr

aTyr is a biotherapeutics company engaged in the discovery and development of innovative medicines based on novel immunological pathways.  aTyr’s research and development efforts are concentrated on a newly discovered area of biology, the extracellular functionality of tRNA synthetases. aTyr has built a global intellectual property estate directed to a potential pipeline of protein compositions derived from 20 tRNA synthetase genes.  aTyr is focused on the therapeutic translation of the Resokine pathway, comprised of extracellular proteins derived from the histidyl tRNA synthetase gene family. ATYR1923 is a clinical-stage product candidate which binds to the neuropilin-2 receptor and is designed to down-regulate immune engagement in interstitial lung diseases and other immune-mediated diseases.  For more information, please visit http://www.atyrpharma.com.

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Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Litigation Reform Act. Forward-looking statements are usually identified by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “will,” and variations of such words or similar expressions.  We intend these forward-looking statements to be covered by such safe harbor provisions for forward-looking statements and are making this statement for purposes of complying with those safe harbor provisions.  These forward-looking statements, including statements regarding the potential therapeutic benefits and applications of our product candidates; our ability to successfully advance our product candidates and accomplish certain development goals; and the scope and strength of our intellectual property portfolio.  These forward-looking statements also reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made.  Although we believe that our plans, intentions, expectations, strategies and prospects, as reflected in or suggested by these forward-looking statements, are reasonable, we can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved.  Furthermore, actual results may differ materially from those described in these forward-looking statements and will be affected by a variety of risks and factors that are beyond our control including, without limitation, risks associated with the discovery, development and regulation of our product candidates, the risk that we may cease or delay preclinical or clinical development activities for any of our existing or future product candidates for a variety of reasons (including difficulties or delays in patient enrollment in planned clinical trials), and the risk that we may not be able to raise the additional funding required for our business and product development plans, as well as those risks set forth in our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and in our other SEC filings.  Except as required by law, we assume no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

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