UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act).
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 23, 2024, Athira Pharma, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The Company had 38,326,652 shares of common stock outstanding on March 26, 2024, the record date for the Annual Meeting. At the Annual Meeting, 27,358,709 shares of the Company’s common stock, or approximately 71.38% of the total shares entitled to vote, were present or represented by proxy.
The following sets forth the final results of the voting at the Annual Meeting, as certified by a representative of C.T. Hagberg, LLC, the independent inspector of elections for the Annual Meeting. The proposals considered at the Annual Meeting are described in more detail in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission (the “SEC”) on April 9, 2024.
Proposal No. 1 – Election of Class I Directors
The stockholders elected the three candidates nominated by the Company’s Board of Directors (the “Board”) to serve as directors of the Company until the annual meeting of stockholders to be held in 2027 or until their successors are elected and qualified, or until their earlier death, resignation or removal. The following sets forth the results of the voting with respect to each candidate:
Nominees of the Board |
For |
Withhold |
Broker Non-Votes |
Barbara Kosacz |
16,194,646 |
4,121,308 |
7,042,755 |
Mark Litton |
18,117,972 |
2,197,982 |
7,042,755 |
Michael Panzara |
17,787,498 |
2,528,456 |
7,042,755 |
Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2024. The following sets forth the results of the voting with respect to this proposal:
For |
Against |
Abstain |
Broker Non-Votes |
27,199,785 |
59,069 |
99,855 |
0 |
Proposal No. 3 – Approval of an Amendment to the Company's Amended and Restated Certificate of Incorporation
The stockholders approved an amendment to the Company's amended and restated certificate of incorporation to limit the liability of officers as permitted by Delaware law. The following sets forth the results of the voting with respect to this proposal:
For |
Against |
Abstain |
Broker Non-Votes |
19,365,835 |
602,307 |
347,812 |
7,042,755 |
A conformed copy of the amendment to the Company’s amended and restated certificate of incorporation that was filed with the Secretary of State of the State of Delaware is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
3.1 |
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104 |
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Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Athira Pharma, Inc. |
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Date: |
May 29, 2024 |
By: |
/s/ Mark Litton |
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Mark Litton |
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President and Chief Executive Officer |
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:
“Section 1. To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended from time to time, a director or officer of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Company, as applicable, shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.”
IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company to be signed by a duly authorized officer of the Company, on May 23, 2024.
By: /s/ Mark Litton___________________
Mark Litton
President and Chief Executive Officer
Document and Entity Information |
May 23, 2024 |
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| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | May 23, 2024 |
| Entity Registrant Name | Athira Pharma, Inc. |
| Entity Central Index Key | 0001620463 |
| Entity Incorporation, State or Country Code | DE |
| Securities Act File Number | 001-39503 |
| Entity Tax Identification Number | 45-3368487 |
| Entity Address, Address Line One | 18706 North Creek Parkway |
| Entity Address, Address Line Two | Suite 104 |
| Entity Address, City or Town | Bothell |
| Entity Address, State or Province | WA |
| Entity Address, Postal Zip Code | 98011 |
| City Area Code | 425 |
| Local Phone Number | 620-8501 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.0001 par value per share |
| Trading Symbol | ATHA |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | false |