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 shares of Athira Pharma, Inc. (“Athira” or the “Company”) and are based on publicly available
information with respect to the Company. The Kayne Entities and the other participants in the Kayne Entities’ solicitation are collectively referred to herein as the “Participants”. The Participants recognize that there may be confidential
information in the possession of the Company that could lead it or others to disagree with their conclusions. The Participants reserve the right to change any of their opinions expressed in any of the solicitation materials at any time as they
deem appropriate.The solicitation materials are provided merely as information and are not intended to be, nor should they be construed as, an offer to sell or a solicitation of an offer to buy any security. The solicitation materials do not
constitute a recommendation to purchase or sell any security. Each of the Kayne Entities beneficially owns, and/or has an economic interest in, securities of the Company. It is possible that there will be developments in the future that cause
the Kayne Entities from time to time to sell all or a portion of their holdings of the Company in open market transactions or otherwise (including via short sales), buy additional shares (in open market or privately negotiated transactions or
otherwise), or trade in options, puts, calls or other derivative instruments relating to such shares.Although the Participants believe the statements made herein and in the other solicitation materials are substantially accurate in all material
respects and do not omit to state material facts necessary to make those statements not misleading, the Participants make no representation or warranty, express or implied, as to the accuracy or completeness of those statements or any other
written or oral communication any of them may make with respect to the Company and any other companies mentioned, and the Participants expressly disclaim any liability relating to those statements or communications (or any inaccuracies or
omissions therein). Thus, shareholders and others should conduct their own independent investigation and analysis of such statements and communications and of the Company and any other companies to which those statements or communications may
be relevant.The solicitation materials may contain links to articles and/or videos (collectively, “Media”). The views and opinions expressed in such Media are those of the author(s)/speaker(s) referenced or quoted in such Media and, unless
specifically noted otherwise, do not necessarily represent the opinions of the Participants.The Participants have not sought or obtained consent from any third party to use any statements or information contained herein or in any other
solicitation materials. Any such statements or information should not be viewed as indicating the support of such third party for the views expressed herein or therein. All trademarks and trade names used in any solicitation materials are the
exclusive property of their respective owners.Additional InformationOn April 11, 2022, Mr. Kayne, together with the other Participants, filed a definitive proxy statement (the “Definitive Proxy Statement”) and an accompanying BLUE proxy card
with the U.S. Securities and Exchange Commission (the “SEC”) to solicit votes for the election of their slate of highly qualified director nominees at the 2022 annual meeting of the stockholders of the Company.THE PARTICIPANTS STRONGLY ADVISE
ALL STOCKHOLDERS OF THE COMPANY TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER PROXY MATERIALS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION ABOUT THE IDENTITY OF THE PARTICIPANTS IN THE SOLICITATION
AND A DESCRIPTION OF THEIR DIRECT OR INDIRECT INTERESTS THEREIN. THE DEFINITIVE PROXY STATEMENT AND SUCH OTHER PROXY MATERIALS ARE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV AND ARE ALSO AVAILABLE AT NO CHARGE ON REQUEST
FROM THE PARTICIPANTS’ PROXY SOLICITOR, HARKINS KOVLER, LLC AT (800) 339-9883 OR VIA EMAIL AT ATHA@HARKINSKOVLER.COM.Cautionary Statement Regarding Forward-Looking StatementsCertain statements contained herein are forward-looking statements
including, but not limited to, statements that are predications of or indicate future events, trends, plans or objectives. Undue reliance should not be placed on such statements because, by their nature, they are subject to known and unknown
risks and uncertainties. Forward-looking statements are not guarantees of future performance or activities and are subject to many risks and uncertainties. Due to such risks and uncertainties, actual events or results or actual performance may
differ materially from those reflected or contemplated in such forward-looking statements. Forward-looking statements can be identified by the use of the future tense or other forward-looking words such as “believe,” “expect,” “anticipate,”
“intend,” “plan,” “estimate,” “should,” “may,” “will,” “objective,” “projection,” “forecast,” “continue,” “strategy,” “position” or the negative of those terms or other variations of them or by comparable terminology. All forward-looking
statements address matters that involve risks and uncertainties, many of which are beyond the Participants’ control. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated
in such statements and, therefore, you should not place undue reliance on any such statements. Important factors that could cause actual results to differ materially from the expectations set forth herein include, among other things, the
factors identified in the Company’s public filings. Such forward-looking statements should therefore be construed in light of such factors, and the Participants are under no obligation, and expressly disclaim any intention or obligation, to
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. 2
3 Executive Summary Need for Immediate Change Case Study in Poor Oversight More Governance Red
Flags Nominees Best Suited to Effect Change Shareholder Call to Action Immediate Change is Necessary
Ric Kayne and his affiliated entities are long-term investors and one of the largest shareholders in
Athira Pharma, Inc. (NASDAQ: ATHA) (“Athira” or the “Company”), owning almost 5% of the outstanding stock. We began investing in Athira over six years ago, well prior to its initial public offering in 2020. Our financing allowed the Clinical 1B
trials to come to fruition and pave the way for a successful IPO. We genuinely believe in the company and the prospects of ATH-1017 or “fosgonimenton”, a potentially game-changing treatment for Alzheimer’s disease (AD).We are not activist
investors – we have never run a proxy fight and likely never will again. However, as responsible stewards of capital, we can no longer stand by and allow the mismanagement of Athira to persist and jeopardize the potential success of ATH-1017
as Athira enters the most critical phase of clinical trials over the next 18 months.Ric Kayne founded Kayne Anderson Capital Advisors and Kayne Anderson Rudnick, entities with billions of dollars of assets under management entrusted by both
institutional and retail clients. He has built a career on identifying and building stellar management teams to promote growth and build shareholder value. George Bickerstaff is the former CFO of Novartis Pharma AG and founding partner of M.M.
Dillon & Co., a leading Healthcare and Technology Focused Boutique Investment Bank. He has extensive experience serving as a director and executive for numerous biotech and healthcare companies. Who We Are 4
We believe that Athira’s legacy directors and management lack the skill and expertise required to
successfully achieve FDA approval for ATH-1017.The Board mishandled an investigation into the former CEO’s graduate research – the second such investigation that yielded no new results.Director Edelman had said to Mr. Kayne "Leen has to go," in
advance of the investigation, serving as a precursor of the actions that followed. The conduct at issue related to enhanced images, not the underlying data or conclusions, and had nothing to do with ATH-1017. The Board conducted no executive
search and summarily appointed Mark Litton as President and CEO without proper vetting. Dr. Litton lacks the required expertise and has a track record of professional failure; and misstated his academic credentials to the company and
shareholders which was only corrected after we alerted Athira.The poor decisions of the Board have resulted in significant destruction of shareholder value.When Athira hastily announced Litton taking day to day control without providing proper
context, ~$263 million in shareholder value evaporated in a single day – a 39% drop in share price.Predictably, the stock price partially rebounded when Athira announced that the investigation did not imperil ATH-1017.The inexperienced Board
lacks the independent vision and foresight necessary to guide Athira to success. The Board initially refused to offer open label extensions1 for patients receiving ATH-1017 and agreed to do so after our pressure as described in our letter dated
April 11, 2022.Athira failed to add directors with relevant biotechnology and operational experience. Athira only added Grant Pickering and Michael Panzara as directors in response to our pressure to add relevant operational and industry
expertise to the Board. The Board has administered poor governance while allowing the number of ethnically diverse directors to decline to zero.Athira maintains governance provisions that are misaligned with the broader market and shareholder
preferences including a classified board without a sunset, no majority vote standard for director elections, and super majority vote requirements.The Board has no ethnic diversity after the forced and unwanted resignation of Dr. Kawas. Why
Change is Warranted at Athira 5 Additional drug doses provided to patient participants in clinical trials, after the trials have expired; such extensions enhance data collection and drug development, provide continued relief for patients and
families, and enhance the prospects of successful drug development
Directors Joseph Edelman and John Fluke are two of the longest tenured members of the Board, and each are
on the Nominating and Governance Committee. Messrs. Edelman and Fluke bear significant blame for the Board’s failures.Mr. Edelman is the only member of the Board with significant ownership through his Perceptive Advisors fund; however, Mr.
Edelman is not the right shareholder representative.Perceptive invested in 150 companies, several of them pursuing treatment for AD that may be competitive with ATH-1017.Mr. Edelman’s investment in Athira amounts to only 0.4% of the total
holdings in his Life Sciences fund and does not rank among the fund’s top 30 investments.While Mr. Edelman may be an experienced healthcare investor, he is not an experienced or effective director. Unlike Ric Kayne who builds businesses, Joe
Edelman is, at bottom, a trader.Joe Edelman’s hedge fund, Perceptive Advisors, is a significant investor in Kronos, where director Barbara Kosacz is Chief Operating Officer and General Counsel, further raising conflict concerns.Mr. Fluke’s most
significant professional experience was at a truck manufacturing company. His limited experience within the healthcare industry was ineffective – under his watch, one company was sued by the SEC and the other deregistered as a public
company. As a legacy member of the Athira Board and Nominating and Governance Committee, Mr. Fluke sat idly by while his Board colleagues pursued value-destructive investigations, made uniformed executive hiring decisions resulting in further
value decline, and maintained poor governance standards. Our plan includes:Necessary Board refreshment to remove ineffective legacy directors in favor of credible shareholder advocates with relevant expertise Replace Joseph Edelman with a
truly committed shareholder in Ric KayneReplace John Fluke with a highly effective director with extensive expertise in Biotech in George Bickerstaff Conduct an extensive CEO search to ensure that Athira has the right executive leaderRemedy the
shareholder unfriendly governance provisionsFocus on diversity within the Board room Our Plan for Change 6
Nominees Richard A. Kayne George W. Bickerstaff, III Relevant Experience Other Professional
Experience Accomplished Investor Nominees with Relevant Credentials and Expertise 7
Richard Kayne: Solid Track Record of Building Successful Businesses 8 Richard Kayne is the founder
and co-chair of Kayne Anderson Capital AdvisorsFounded in 1984Manages $34 billion in assets under management with five different investment companiesA leading alternative investment management firm focused on real estate,
credit, infrastructure/energy, renewables, and growth equity Developed knowledge and sourcing advantages to mitigate and reduce risk while maximizing opportunitiesMaintains an extensive network of deep, relevant relationships Richard Kayne
founded Kayne Anderson Rudnick, a traditional investment management firm Grew the firm to over $10 billion in assets under management Sold in 2001 to Phoenix Companies Current Board:Early investor & Board member (NASDAQ: FRPT)Market Cap:
$4.4 billionIPO in 2014 at $19.75 per shareToday trading at $101.74 (4/11/22)Total Shareholder Return since IPO: 490%Past Boards:Foremost Corporation of America (Sold to Hartford Companies)Glacier Water (Sold to Primo) Early Investor and
Director Mr. Kayne is a trustee and former Chairman of the Investment Committee for:University of California at Los Angeles FoundationThe Jewish Community Foundation Los Angeles Nonprofits, Charities & Foundations Firms
Founded Richard A. Kayne
Nonprofits, Charities & Foundations Mr. Bickerstaff serves on the Board of Directors
of:International Vaccine Institute (currently serves as Chairperson of the board)International Centre for Missing and Exploited Childrenand the Center for Disease Dynamics, Economics & Policy(currently serves as Vice Chairperson)Global
Oncology (served as Chairperson of the board)Global Alliance for Vaccines and Immunization George Bickerstaff: Extensive Leadership and Expertise in Biotech and Healthcare 9 Director Firms Founded George Bickerstaff was a founding
partner of M.M. Dillon & Co. in 2009Firm is a leading Healthcare and Technology Focused Boutique Investment BankOffers a blend of senior transaction execution capabilities combined with C-Suite corporate sector experienceWorks with leading
public and private healthcare and technology companies, hedge funds, private equity and venture capital firms across the healthcare and technology landscape Primary focus is Biotech, Biopharma, Specialty Pharma, Devices, Software, Security and
Equipment George W. Bickerstaff, III Current Boards: Innoviva, Inc. – Board Chair and Chair of the Audit Committee CareDx Past Boards:Axovant Sciences Ltd.Inovio Pharmaceuticals, Inc.Cardax, Inc. ARIAD Pharmaceuticals, Inc. Executive
Roles Novartis Pharma AG – Chief Financial Officer Workscape, Inc. – Executive Vice President and Chief Financial OfficerUniscribe Professional Services, Inc. – Executive Vice President and Chief Financial Officer Intellisource Group, Inc. –
Executive Vice President and Chief Financial OfficerCognizant Corporation – Vice PresidentIMS Healthcare – Chief Financial Officer
About Athira (ATHA) 10 Founded in 2011, Athira is a late clinical-stage biopharmaceutical company
focused on developing small molecules to restore neuronal health and stop neurodegeneration.Potentially pivotal program in Alzheimer's with a growing pipeline to address neurogenerative and neuropsychiatric indications. Small molecule compounds
based on strong science are designed to act on naturally occurring mechanisms to repair disruptions in neuronal connectivity found in a variety of neuropsychiatric diseases.Aims to provide rapid cognitive improvement and alter the course of
neurological diseases.Athira's approach is designed to augment neuronal growth factor signaling through the HGF/MET, a naturally occurring regenerative system. Athira believes enhancing HGF/MET signaling has the potential to protect existing
neurons from damage, reduce inflammation, promote regeneration, and positively modulate brain activity. Anticipate that all of these characteristics may improve neuronal health and translate into clinical benefits. Athira Pharma's proprietary
drug discovery platform, or “ATH” platform, consists of a series of molecules that are designed to target either (1) the central nervous system, by crossing the blood brain barrier or (2) the peripheral nervous system. Trial
Status: Current:Enrollment completed for Phase 2 ACT-AD trial in Oct 2021Strong enrollment to-date in the Phase 3 LIFT-AD trialOpen label extension trial underway for ACT-AD and LIFT-ADPhase 1 Achievements: Every patient
receiving treatment had a level of improvement The objective measure of cognitive processing, improved with treatmentTreatment was safe and well-tolerated
Market Opportunity 11 Source: Athira Corporate Presentation April
2022https://www.who.int/news-room/fact-sheets/detail/dementiahttps://www.alz.org/media/documents/alzheimers-facts-and-figures.pdfGlobalData AD prevalence data access and
analysishttps://www.nia.nih.gov/news/half-alzheimers-disease-cases-may-be-mildClearView Healthcare Partners Market Research Analysis
Current Status and Expected Milestones 12 Source: Athira Corporate Presentation April 2022 (ATH-1017)
Timeline 13
Kayne’s push for change resulted in appointment of Grant Pickering and Dr. Michael Panzara to the
Board 14
15 Executive Summary Need for Immediate Change Case Study in Poor Oversight More Governance Red
Flags Nominees Best Suited to Effect Change Shareholder Call to Action Immediate Change is Necessary
16 Need For Immediate Change - TSR Underperformance Immediate Change is Necessary
Since Athira’s IPO, the Board has overseen destruction of shareholder value 17 Source: Factset Total
Shareholder ReturnIPO to March 25, 2022 (1-day prior to Kayne nomination becoming public) The market had confidence in Dr. Kawas. The stock price plummeted 39% when Dr. Litton assumed day to day control related to the investigation, which was
poorly communicated ATHA share price jumped 20% between 3/18/2022 and 3/25/2022 following presentation of base line data at an industry conference (03/20) and Clinical update (03/24) TSR Performance during Dr. Leen Kawas as the CEO
The Board failed to properly communicate investigation of Athira’s Co-Founder, Dr. Leen Kawas, and its
potential impact on clinical trials, resulting in significant loss of shareholder value 18 Source: Factset Total Shareholder ReturnJune 16, 2021 to Oct 21, 2021 (Board investigation concluded)
Stock Partially Rebounded When the Investigation Concluded 19 Total Shareholder ReturnOctober 18, 2021
(announcement of Dr. Litton’s appointment as CEO) to Feb. 24, 2022 (one day prior to Kayne’s nomination notice) “Athira stock has traded range-bound over the past few months, as the CEO situation has created uncertainty around Athira's Phase
I P300 "biomarker" results for ATH-1017…An independent third-party confirms the key Phase I P300 "biomarker" data for ATH-1017 remains intact (core thesis), while another independent Board committee concludes the CEO's past actions are isolated
events. The target molecule from the CEO’s dissertation was Dihexa - different from ATH-1017 (the prodrug), which has a novel COM patent owned by Athira…The next catalyst is the first Phase II Alzheimer's readout in H1:22, which has just
completed enrollment.We are hopeful the increased transparency reassures investors that the CEO's past actions are indeed isolated events, but understand the market may continue to debate the pros/cons of the (unusual) situation until Athira
generates the first Phase II data in H1:22 (ACT-AD).” - Jefferies, Oct 21, 2021 However, the rebound has NOTHING to do with confidence in his leadership. Market only reacted favorably to reaffirmation of ATH-1017 data. Source: Factset
Performance of Athira’s stock price since Dr. Mark Litton’s appointment as CEO has NOTHING to do with his
stewardship or decision-making 20 “Beyond matters of management personnel, more importantly, in our view, Athira also re-confirmed its position that ATH-1017, the Company’s lead candidate for treatment of Alzheimer’s dementia, was not the
subject of Dr. Kawas’ work, and that neither a recently issued (in June 2021) patent covering ATH-1017, nor an underlying patent application, cites any scientific work from Dr. Kawas’ graduate school studies.We remind that the Phase 1a/b data
generated for ATH-1017 serves as the basis of the candidate’s two current Phase 2 trials, ACT-AD and LIFT-AD. In our view, the news comes as a positive, helping to lift what we believe has been a meaningful overhang on the stock. We note that
since the Company’s announcement on June 18 that Dr. Kawas had been placed on temporary leave relating to questions pertaining to her prior doctoral research, Athira stock has significantly underperformed, with shares -47% (vs. -7% for the
S&P XBI Biotech ETF and +9% for the S&P 500). With this in mind, we would expect the stock to open higher at the market open, as we believe investor concerns around Athira (the Company) and in particular, ATH-1017 (the asset), will
begin to recede.” - Goldman Sachs, Oct 22, 2021 Market only reacted favorably to reaffirmation of ATH-1017 dataDr. Litton has failed to educate analysts and has caused confusion - the function of a CEO is to clearly message the Company’s
mission and goals.
Following the partial rebound, under Dr. Mark Litton’s tenure as President & CEO and until the public
disclosure of the Kayne’s nomination, the stock price declined 19% 21 Term of Former CEO (Dr. Leen Kawas) ATHA share price fell 47% from announcement of investigation into Dr. Kawas’ research until Oct. 21, 2021 Business Update, when the
company reaffirmed that the investigation had no impact on ATH-1019 trials After the market reaction to Oct. 21, 2021 update, ATHA share price fell 19% between Nov. 5, 2021 (Business Update) and March 25, 2022 (preliminary proxy statement
disclosing Kayne nomination) Oct 21, 2021: Stock jumped 63% over a 10-day window following Athira’s conclusion of the internal investigation into Dr. Kawas’ research papers. Company concluded that the ongoing trials for ATH-1019 were not
impacted by investigation into Dr. Leen Kawas’ research papers
22 Executive Summary Need for Immediate Change Case Study in Poor Oversight More Governance Red
Flags Nominees Best Suited to Effect Change Shareholder Call to Action Immediate Change is Necessary
A Case Study in Poor Oversight Leen Kawas conducts doctoral research as a graduate student at Washington
State UniversityAthira attempts to develop Dihexa licensed exclusively from Washington State UniversityDr. Kawas appointed CEO of Athira on a non-compensatory basis Allegations were raised with the company regarding Leen Kawas, Ph.D.,
President and Chief Executive Officer of AthiraThe Board determined to place Dr. Kawas on temporary paid leave pending a reviewA Special Committee was formed to lead the review, even though Dr. Kawas admitted enhancement of cosmetic
images WSU’s Dihexa patent incorporates images from papers co-authored by Dr. Kawas, certain of which were altered by Dr. Kawas Athira’s issued U.S. patent claiming ATH-1017 does not cite any paper which the committee found to contain an
altered image On October 18, 2021, Dr. Kawas submitted her resignation as president, CEO, and directorAthira appointed Mark Litton as president, CEO, and director Ph.D. Research Conducted on Dihexa over 10 Years Ago Allegations give way to
4-month Special Committee Investigation Unprecedented Shareholder Value Destruction Leen Kawas + Leen Kawas Mark Litton Assumed CEO Duties On Temporary Leave 47% Loss of Shareholder Value 23
Open Questions for Athira’s Board that Led to Destruction of Shareholder Value when John Fluke was
Chairman The identical allegations were raised in 2015 at the board and no action was taken because no data was altered and the enhancements were purely cosmetic. Why did the same actions in 2021 warrant a special committee and
4-month investigation into academic conduct that occurred over a decade ago while Dr. Kawas was attending graduate school and which she readily admitted at the outset? If the underlying Athira research was unaffected and the
potential misconduct had no risk to the enterprise, why was Dr. Kawas forced to step down? When and how was it decided that a CEO change was necessary? Why didn’t the Board conduct a formal search? Why didn’t the Board vet the
academic credentials of Dr. Litton in light of potential successor would not have any similar issues? 24
Significant Value Destruction After months of uncertainty regarding the science behind Athira’s clinical
trials, the Board and the Special Committee conclued:Our lead drug candidate, ATH-1017, is an investigational therapeutic with robust clinical and preclinical data...neither this patent, nor the underlying patent application cite any of the
papers the Special Committee found contained images altered by Dr. Kawas.” - Mark Litton, Athira Executive Update Call Transcript October 21, 2021 As shareholders, we question the Board’s actions that created uncertainty regarding Athira’s
business while destroying $300M of shareholder value Oct 21, 2021The Company announced the completion of the internal investigation along with certain changes in Athira leadership- Dr. Leen Kawas resigned as the CEO- Dr. Mark Litton was
appointed as the permanent CEO June 2021Allegations were raised with the company regarding research papers published by Dr. Leen Kawas while she was a graduate student at Washington State University between 2011 to 2014 June 16, 2021The Board
placed Dr. Kawas on temporary pending a review, even though Dr. Kawas admitted enhancement of imagesA Special Committee was formed to lead the reviewThe Special Committee engaged law firm Morrison & Foerster to act as independent counsel
Mark Litton 25
Position Athira Co-Founder, CEO and President, January 2014 -October 2021 Athira COO, July 2019 –
October 2021Athira CEO, October 2021 – Present Age 36 54 Credentials Ph.D. in molecular pharmacology, Washington State University (2011)Pharmacy degree, University of Jordan (2008) Ph.D. in immunology, Stockholm University (1997)M.B.A.,
Santa Clara University (1994)B.A. in biochemistry and molecular biology, University of California Santa Cruz (1990) Allegation Improprieties relating to research conducted as a graduate student Misstatement of academic credentials in Athira
public filings and on LinkedIn Allegation Time Period 2011 – 2014 (prior to employment with Athira) 2019 – 2021 (while an officer of Athira) The Board is Guilty of Promoting a Classic Double-Standard 26 Mark Litton Leen Kawas
Board Action Placed on administrative leave pending reviewLaunched a Special Committee
investigation that lasted four monthsEngaged law firm Morrison & Foerster to assist with the investigation (none) Result Determined that there were altered images in 2011 dissertation and other research papers as graduate studentFound
actions posed no material risk to business and had no impact on ATH-1017Forced to resign in October 2021 (none) Double Standard Beneficiary The Board is Guilty of Promoting a Classic Double-Standard (cont’d.) 27 Mark Litton Leen
Kawas https://www.sec.gov/Archives/edgar/data/0001620463/000119312522101009/d340906ddefc14a.htm
A Friend in Need is a Friend
Indeed 28 https://www.sec.gov/Archives/edgar/data/0001620463/000119312522101009/d340906ddefc14a.htm Barbara Kosacz, Chair of Nomination and Governance Committee, bears significant responsibility for the hasty promotion of her friend Mark
LittonBarbara Kosacz, a former lawyer, was appointed to Board of Directors in March 2021Joe Edelman’s hedge fund, Perceptive Advisors, is a significant investor in Kronos, where Barbara Kosacz is Chief Operating Officer and General CounselMark
Litton and Barbara Kosacz have been friends for several years and Mark Litton recommended Barbara Kosacz to the boardBarbara Kosacz was the lawyer for Alpine BioPharma and Alpine Immune SciencesMark Litton’s places of employment before he was
passed over for CEO or terminated which further demonstrates economic and professional ties between Barbara Kosacz and Mark Litton In March 2021, just as Barbara Kosacz was appointed, the board was considering terminating or reassigning
Litton from any operational roleBy June 2021, the tables had turned and Litton was Interim CEO and the permanent CEO by October 2021 without any search whatsoeverWith Just nine months on the job, Barbara Kosacz had made $440,000 in total
compensation and had authorized two salary raises and RSU awards for Mark Litton CEO Mark Litton Director Barbara Kosacz
Why Dr. Litton is Not the Right Candidate 29 Tenure: Only 2 years at Athira prior to becoming
CEO.Inconsistency between bio in 2020 and 2022, mistaking academic credentials.Lacks applicable experience to lead the Company through clinical trial process and open label extension. Previous experience consists of mostly business development
roles.Alpine Immune Sciences, Inc. (President & COO)Alder BioPharmaceuticals, Inc. (Chief Business Officer, Treasurer & Secretary)Celltech Group (VP of Business Development)Ribozyme Pharmaceuticals Inc. (Manger of Business
Development)DNAX Research Institute (Research Associate) Since being promoted to CEO, Athira has lost a key clinician who was integral to the success of ATH-1017’s earlier clinical trials.Raises significant questions about whether the current
management team, led by Dr. Litton, has the expertise and experience to guide the Company through ATH-1017’s remaining clinical to a successful conclusion. September 18, 2020: Final Prospectus from IPO (Form 424BA)"Mark Litton, M.B.A., Ph.D.,
has served as our chief operating officer since July 2019. Prior to joining Athira Pharma, Inc., Dr. Litton served as the president and chief operating officer of Alpine Immune Sciences, Inc., a publicly traded biotechnology company, from
August 2018 to April 2019. Dr. Litton served as the chief business officer, treasurer, and secretary from 2004 to 2018 of Alder BioPharmaceuticals, Inc., a publicly traded biopharmaceutical company co-founded by Dr. Litton in 2004, which was
acquired by Lundbeck A/S in October 2019. From 1999 to 2004, Dr. Litton served as vice president of business development for Celltech Group, where he was responsible for securing, commercializing, and partnering on numerous novel discoveries
and therapeutic programs. In 1999, Dr. Litton joined Celltech Group as an employee of Chiroscience Group plc and was later promoted to vice president of business development after Chiroscience's merger with Celltech Group in 1999. From 1997 to
1999, Dr. Litton served as the manager of business development for Ribozyme Pharmaceuticals Inc. (now Sirna Therapeutics, Inc.), a biopharmaceutical company and wholly owned subsidiary of Alnylam Pharmaceuticals, Inc., where he helped form
relationships with Eli Lilly and Company, Roche Bioscience and GlaxoWellcome plc (now GlaxoSmithKline plc) a biopharmaceutical company. From 1991 to 1994, Dr. Litton served as a research associate for DNAX Research Institute, a research
facility of Schering-Plough (now Merck & Co., a publicly traded pharmaceutical company). Dr. Litton earned a Ph.D. in immunology from Stockholm University in 1997, an M.B.A. from Santa Clara University in 1994 and a B.S. in biochemistry
from the University of California Santa Cruz in 1990." April 5, 2022: Definitive Proxy Statement (DEFC14A)"Mark Litton, M.B.A., Ph.D., has served as our president and chief executive officer and member of our board of directors since October
2021 and previously served as our chief operating officer since July 2019. Prior to joining us, Dr. Litton served as the president and chief operating officer of Alpine Immune Sciences, Inc., a publicly traded biotechnology company, from August
2018 to April 2019. Dr. Litton served as the chief business officer, treasurer, and secretary from 2004 to 2018 of Alder BioPharmaceuticals, Inc., a publicly traded biopharmaceutical company co-founded by Dr. Litton in 2004, which was acquired
by Lundbeck A/S in October 2019. From 1999 to 2004, Dr. Litton served as vice president of business development for Celltech Group, where he was responsible for securing, commercializing, and partnering on numerous novel discoveries and
therapeutic programs. In 1999, Dr. Litton joined Celltech Group as an employee of Chiroscience Group plc and was later promoted to vice president of business development after Chiroscience’s merger with Celltech Group in 1999. From 1997 to
1999, Dr. Litton served as the manager of business development for Ribozyme Pharmaceuticals Inc. (now Sirna Therapeutics, Inc.), a biopharmaceutical company and wholly owned subsidiary of Alnylam Pharmaceuticals, Inc., where he helped form
relationships with Eli Lilly and Company, Roche Bioscience and GlaxoWellcome plc (now GlaxoSmithKline plc) a biopharmaceutical company. From 1991 to 1994, Dr. Litton served as a research associate for DNAX Research Institute, a research
facility of Schering-Plough (now Merck & Co., a publicly traded pharmaceutical company). Dr. Litton earned a Ph.D. in immunology from Stockholm University in 1997, an M.B.A. from Santa Clara University in 1994 and a B.A. in biochemistry and
molecular biology from the University of California Santa Cruz in 1990." Dr. Litton’s Previous LinkedIn Profile:
Why Dr. Litton is Not the Right Candidate (cont’d.) 30 Company Position Tenure Publicly Traded
Company (At time of employment) Market Cap Industry Clinical Trial Experience Prior Experience President & COO Less than 1 year 235.4M Biotechnology Chief Business Officer, Treasurer & Secretary 14
years Acquired by Lundbeck A/S Lundbeck A/S: Drug Manufacturers – Specialty & Genetics VP of Business Development 5 years Acquired by UCB UCB: biopharmaceutical Ribozyme Pharmaceuticals Inc. Manger of Business
Development 2 years N/A Biotechnology Research Associate 3 years Merck & Co. Parent Company Merck & Co.: Drug Manufacturers – General Mark Litton
Experienced and Active Management is Critical to Clinical Trials, Which Need “Science” and
“Operations” 31 Lead Trial Clinician at Athira who was instrumental in success of Phase 1B trialsHas recently left, frustrated with Litton, leaving a critical void at the worst possible timeRemote work taken to a new level: Chief Medical
Officer, Hans Moebius, lives in Switzerland (9 hours ahead of Pacific Time)Active management is extremely important for clinical trials for drugs like 1017 – successful trials requires “science” and “operations”“Science” requires knowledge of
and experience with the design and analysis of clinical trials; knowledge of the disease and its treatments and the specific clinical trial treatment, its mechanism of action, non-clinical pharmacology and toxicology, its pharmacokinetic
profile and risk profile; the measurement of disease and disease outcome as selected for a particular clinical trial; using all of the above to identify persons who can serve as investigators and/or contractors; coupled with a deep
understanding of the ethics of human experimentation; and insight into how all of these affect the conduct of the experiment called a clinical trial."Operations" refers to the project management of a clinical trial or trials such that the trial
is conducted as described in its protocol, on time, to budget, with the insight to recognize when a trial's conduct is not progressing according to the protocol and plan, the imagination and ability to develop responsible adaptations to trial
plans; all with the intent of delivering trial results that are true to the protocol's intent and purpose.Dr. Mark Litton has zero clinical trial experience and is lacking in “science” and “operations”How can he be expected to lead at this
important time? Mark Litton
Expert View by Athira Co-founder 32 Joe Harding
(wsu.edu)https://www.sec.gov/Archives/edgar/data/884413/000089914022000464/a041322b.htm “In 2015, I received notice from the editor of The Journal of Pharmacology and Therapeutics (JPET) that there were questions regarding published Western
blots in two papers. Specifically, it was alleged that Dr Kawas had cut and pasted images from multiple gels into what appeared to be single blots… …When I learned of this, I did four things immediately. I searched other papers that Leen
coauthored for similar activity and found one more example of blot embellishment. I then informed the JPET. I contacted my department chairman, Steve Simasko, of the issue as a means of informing WSU. I called and informed John Fluke, the
chairman of the board of then M3 Biotechnology, I called and informed Jay Wright, the other co-founder of M3 Biotechnology and a coauthor on most of Leen’s papers...A couple weeks later when Leen had returned from visiting family in Jordan,
John Fluke and I met with Leen where she immediately admitted embellishing the blot pictures.After discussions with Dr Simasko, John Fluke, and Jay Wright and based on our discussion with Leen it was decided to request from JPET the opportunity
to submit new confirmatory data…These new Western blot data, as well as corroborating ELISA data, were then submitted to JPET on April 7, 2016. I was surprised that they chose not to publish the new data even though our previous email
communications suggested that they would (I possess the entire email stream documenting this interaction with JPET)……Nevertheless, when I heard nothing back from them after the submission, I assumed they were satisfied, and the issue was
closed.” Dr. Joseph HardingProfessor Emeritus
Expert View by Athira Co-founder (cont'd.) 33 Joe Harding
(wsu.edu)https://www.sec.gov/Archives/edgar/data/884413/000089914022000464/a041322b.htm “For many reasons, Leen’s embellishments of blot pictures, although totally inappropriate, were completely immaterial to the conclusions of any of the
papers…It was her vison and drive alone that [led] to the discovery of ATH-1017, Fosgonimotone, the prodrug form of Dihexa.It was Leen’s leadership and attention to detail that shepherded the first IND through the FDA without any comments, thus
cementing a great relationship with the FDA. She and Xue Hua, Athira’s past Vice President of Clinical Trials, Research crafted our unique and effective preclinical and clinical strategies…Leen almost single-handedly captained the successful
series A and B fundraising rounds enabling Athira to move into more advanced and potentially pivotal trials. Many world-class series B investors invested in Leen as much as they invested in ATH-1017 because they knew that she would see
ATH-1017’s development through to a successful conclusion. She and Xue also augmented Athira’s coffers with grants, providing non-dilutive capital…Athira’s conversion to a public company and a very successful IPO are completely attributable to
Leen efforts. Her competent interactions with the board, bankers, attorneys, and the SEC were essential to making the public offering successful. Perhaps even more important than her accomplishments on behalf of Athira is the culture of
openness and cooperation she nurtured as CEO, treating all employees as essential contributors to a world-altering activity.Finally, it needs to be noted that she did all this as an immigrant, minority woman with her first venture. To say that
her performance has been nothing short of amazing is an understatement.” Dr. Joseph HardingProfessor Emeritus
Expert View by Athira Co-founder (cont'd.) 34 Joe Harding
(wsu.edu)https://www.sec.gov/Archives/edgar/data/884413/000089914022000464/a041322b.htm “ConclusionLeen’s gel picture embellishments have been blown way out of proportion to their significance and in no way discount the scientific validity of
her work and the subsequent development of ATH-1017 at Athira. This judgement is based on a plethora of corroborating evidence produced by other laboratories and at Athira. This was simply a foolish error of judgement by a young graduate
student who mistakenly thought that her activity was appropriate. In my view, Leen is a scientist of impeccable integrity with unmatched intelligence, creativity, drive, and business judgment as evidenced by her exemplary role as CEO at
Athira.I vehemently disagree with the decision of Athira’s board to dismiss Leen over a misstep taken as a young graduate student almost a decade ago and something that had no bearing on her impeccable performance as Athira’s CEO. In my mind,
the entire situation regarding the blot pictures was a mountain out of a molehill; something I have articulated many times. Leen is truly a singular talent whose capabilities are simply not replaceable. Thus, the expertise and vision that
Athira has lost with her dismissal, in my opinion, casts doubt on Athira’s future.” Dr. Joseph HardingProfessor Emeritus
35 Executive Summary Need for Immediate Change Case Study in Poor Oversight More Governance Red
Flags Nominees Best Suited to Effect Change Shareholder Call to Action Immediate Change is Necessary
Governance Practices are Not Aligned with the Broader Market 36 Athira’s Alignment with Majority of
Companies1 Negative Governance Provisions in Place Russell 3000 S&P 500 Classified Board 43.5% 13.4% Directors Removed Only for Cause 46.9% 24.7% Supermajority Vote Requirement to Remove Directors
33.5% 14.3% Supermajority Vote Requirement to Amend Charter 55.3% 36.4% Supermajority Vote Requirement to Amend Bylaws 43.6% 23.4% Exclusive Forum 59.8% 49.6% Athira’s Alignment with Majority of
Companies1 Best Governance Provisions Lacking Russell 3000 S&P 500 Majority Vote Standard 46.5% 89.6% Director Resignation Policy 52.5% 90.4% Shareholders can Call a Special
Meeting 47.4% 67.2% Athira has several governance practices that are both considered poor governance and are not aligned with the majority of companies in the Russell 3000 and
S&P 500 indicesLikewise, there are several shareholder friendly provisions that Athira has failed to implement, which is similarly out of step with corporate practices across the major indices FactSet
Proxy Advisors are Unanimous in their Negative View of Athira’s Governance Practices 37 Key TakeawaysAt
the time of its IPO in September 2020, the company had in place a classified board and supermajority vote requirements to enact changes to the governing documents. These provisions adversely impact shareholders' rights and the board failed to
remove or subject them to a sunset requirement. POST-IPO CORPORATE GOVERNANCE…The Company has included a number of provisions in its governing documents that restrict the rights of shareholders. We are particularly concerned that the Company
has provided for (i) a classified board of directors; (ii) a plurality voting standard for director elections; (iii) director removal from office only "for cause" and by a supermajority vote; (iv) supermajority vote requirements for amendments
to the Company's governing documents; (v) an exclusive forum provision; (vi) lack of shareholder rights to call a special meeting or act by written consent; and (vii) an equity plan with an "evergreen" provision. Poor Governance High
Risk Shareholder Unfriendly Provisions: Classified boardPlurality vote standardNo shareholder right to call a special meeting or act by written consentSupermajority requirementsDirectors can only be removed for cause and with a Supermajority
VoteExclusive forum provision QualityScore Ratings1 Overall Governance 7 Audit 7 Board 5 Shareholder Rights 8 Compensation 8
2020 2020 2021 2022 Ethnic Directors New Directors (Departed in 2021) No New
Ethnically Diverse Nominees Board Ethnic Diversity Has Been Eliminated Under this Nominating/Governance Committee 38 Tadataka Yamada1 Leen Kawas Kelly Romano Barbara Kosacz Grant Pickering Michael Panzara Mark Litton Nominating
and Corporate Governance Committee Joseph Edelman John Fluke, Jr. Barbara KosaczChairwoman Athira Nominees at the 2022 Shareholder Meeting Since losing the only two Ethnically Diverse Directors in 2021, The Nominating and Corporate
Governance Committee has failed to put forward any Ethnically Diverse Nominees The result is that the Athira Board currently has No Ethnic DiversityRic Kayne supported Dr. Kawas, a Jordanian immigrant woman who the board summarily dismissed
for immaterial decade old academic impropriety Zero Ethnically Diverse Directors Former Director and Board Chair Dr. Tadataka Yamada, M.D., died unexpectedly of natural causes on August 4, 2021As reported in 2020 S-1 filing August 26, 2020,
and subsequent proxies 2 2 2
Using Non-Disclosure to Coverup a Poor Track Record on Board Diversity 39 Is the Board hiding behind
Non-Disclosure to make its lack of diversity more palatable to investors?Despite the Non-Disclosure of Demographic Background, which Board member can be considered Non-White? Grant Pickering Michael Panzara Mark Litton Joseph Edelman John
Fluke, Jr. James Johnson Kelly Romano Barbara Kosacz 2022 Proposed Board
The ‘Evolution’ of the Nominating and Corporate Governance Committee 40 2020 2021 2022 Directors
Edelman and Fluke have been the mainstays of the Nominating and Corporate Governance Committee since inceptionAccordingly, Directors Edelman and Fluke bear the majority of responsibility for Athira’s Poor Corporate Governance and lack of Board
Diversity Chairs Members Athira Nominees at the 2022 Shareholder Meeting IPO September 2020 2020 Committee 2022 Committee Joseph Edelman John Fluke, Jr. Barbara Kosacz Joseph Edelman John Fluke, Jr. Tadataka Yamada Barbara
KosaczNew Member 3/4/2021 Barbara KosaczNew Chair 8/4/2021
Shareholders Have a Rare Opportunity to Drive Governance Changes at Athira 41 Athira has several
governance practices that are not aligned with the market and are considered to be poor and high riskThe poor governance has been recognized by proxy advisors ISS and Glass Lewis and have led to both adverse vote recommendations and unfavorable
ratingsAdditionally, the Board has presided over the elimination of ALL diverse members and has failed to nominate any new ethnically diverse candidatesThese concerns can be traced directly to the Nominating and Corporate Governance
CommitteeThe two most senior members of that Committee are Joseph Edelman and John FlukeBy supporting our nominees in favor of Directors Edelman and Fluke, shareholders have an opportunity to refresh the Nominating and Corporate Governance
Committee and set Athira on the path to improved governance and more shareholder friendly practices Joseph Edelman John Fluke, Jr. Why Legacy Directors Must Be Removed Has been a Director of the Athira Board since 2014The longest tenured
members of the Nominating and Corporate Governance CommitteeResponsible for several poor corporate governance practices including a Classified Board without a sunset requirement, the absence of Majority Voting for director elections, and Super
Majority Vote RequirementsResponsible for the absence of any Board ethnic diversity
42 Executive Summary Need for Immediate Change Case Study in Poor Oversight More Governance Red
Flags Nominees Best Suited to Effect Change Shareholder Call to Action Immediate Change is Necessary
Board Members, Roles, and Key Committees Professional Experience Prior Public Board
Experience Joseph E. EdelmanPerceptive Advisors, Founder, CEO, and Portfolio Manager John M. Fluke, Jr. Fluke Capital Management, Chairman and Co-Founder Grant PickeringVaxcyte, Inc., Co-Founder and CEO Directors not up
for Election Kelly A. RomanoChairwoman of the BoardBlueRipple Capital, LLC, Founder and CEO James A. JohnsonNohla Therapeutics, Former CFO Barbara KosaczKronos Bio, COO and General Counsel Michael PanzaraWave
Life Sciences, CMO and Head of Therapeutics Discovery and Development Mark LittonAthira Pharma, President and CEO 43 Athira Failures are the Direct Result of a Poorly Constituted Board *Edelman served on the board of Penwest
Pharmaceuaticals for only one year before it sold
Our Nominees have the Experience and Expertise Athira Needs 44 1 John Fluke served as Director and
Principal Executive Officer of CellCyte Genetics Corporation, for which the SEC revoked its registration in June 2019 Our Nominees Legacy Incumbents Nominees, Roles, and Key Committees Nominees, Roles, and Key
Committees Richard A. Kayne George W. Bickerstaff, III Joseph E. Edelman John M. Fluke, Jr. Professional Experience Professional Experience Key Competencies Biotech Clinical Trial
Experience
Why Joseph Edelman is Not the Right Fit for Athira Board *Source: Factset “Perceptive Advisors, a
prominent biotech hedge fund that manages about $9 billion, lost about 30% this year through November [2021] in its main fund, investors say.” – WSJ article Dec.6, 2021“Joseph Edelman’s biotech hedge fund Perceptive Advisors lost 18% [in Jan.
2022], said people familiar with the firm.” - WSJ article Feb. 2, 2022 45 Director Joseph E. Edelman
Why John Fluke is Not the Right Fit for Athira Board Lack of Relevant Experience Served as a director
of PACCAR Inc. (a manufacturer of trucks) for almost 30 years (1984 to 2015) before retiring in April 2015Served as a director and Interim Principal Executive Officer of CellCyte Genetics Corporation (an OTC listed development stage
biotechnology company)On September 8, 2009, the Securities and Exchange Commission (“Commission”) filed a civil action against Cellcyte, alleging certain violations of the securities laws. On the same date, the Company entered into a Consent
Decree with the Commission, in which the Company did not admit or deny any of the allegations contained in the civil action, but agreed not to violate the securities laws in the future. The Company was not required to pay any penalty in
connection with the Consent Decree. Mr. Fluke was the Interim Principal Executive Officer at the time of Consent Decree.*CellCyte failed to file timely financial statements for FY13 and FY14According to the last available 10-Q (30 Sept 2013),
CellCyte had ZERO revenue, had incurred $12.6 million in accumulated losses since inception and had total assets of $27,663 only. According to the filing, “As of September 30, 2013, we had no cash and a working capital deficit of $398,701”
[financials signed by Mr. Fluke as Interim Principal Executive Officer]SEC revoked CellCyte’s registration in June 2019** *Source: https://www.sec.gov/Archives/edgar/data/0001325279/000105652009000465/f8ksecsettlementjf.htm**
https://www.sec.gov/Archives/edgar/data/0001325279/999999999719005907/filename1.pdf 46 Director John Fluke, Jr.
Why John Fluke is Not the Right Fit for Athira Board (contd.) Lack of Relevant Experience Served as a
director of CTI Biopharma Corp . (Cell Therapeutics Inc.) from Nov. 2002 to Aug. 2005CTI focused on the development, acquisition and commercialization of drugs for the treatment of cancerAs of 30 June 2005, CTI total cash and cash equivalents
of $26m, and total assets of $100MCTI Biopharma lost over 60% of its value during John Fluke’s term as a director *Source: Factset. Nov 1, 2002 to Aug. 18, 2005 47 Director John Fluke, Jr.
Why John Fluke is Not the Right Fit for Athira Board (contd.) He Knew of the Allegations and Dismissed
them Earlier But Did Nothing to Protect Shareholders from a Second and More Costly Investigation Served on the Athira Board since December 2014, prior to the Company becoming publicWas Chair of the Board in 2015 and was part of the first
inquiry into the academic allegations into Dr. Kawas that led to a dismissal with no resultFailed to help guide the Board in its second investigation which ended with the same findings as the first – that the academic conduct was immaterial to
Athira – but resulted in in a 47% destruction in shareholder value Shareholder Impact of Second Investigation – that Yielded No New Information 47% Loss = $318 M in Shareholder Value 48 Director John Fluke, Jr.
Richard A. Kayne 49 Mr. Kayne currently serves as Co-Chairman of Kayne Anderson Capital Advisors, L.P.,
an investment firm with over $34 billion in assets under management, which Mr. Kayne founded in 1984.Mr. Kayne also currently serves as a Principal of Propel Bio Partners, LP, a private equity fund focused on investments in life sciences
businesses. Mr. Kayne previously founded Kayne Anderson Rudnick, an investment management firm, in 1984, and oversaw its growth to over $10 billion in assets under management and its sale in 2001 to the Phoenix Companies. Mr. Kayne was a
Principal at Cantor Fitzgerald, L.P. from 1974 to 1984. Mr. Kayne began his career in the mid-1960s as an analyst with Loeb, Rhodes & Co. in New YorkMr. Kayne’s non-profit activities include serving as a Trustee, and previously as Chairman,
of the investment committee of the University of California at Los Angeles (UCLA) Foundation and serving as a Trustee, and previously as Co-Chairman, of the investment committee of the Jewish Community Foundation of Los Angeles.Mr. Kayne has
significant experience in investing in companies across a diverse group of industries over his 50-year business career. Mr. Kayne has participated in the governance of many companies as both a board member and significant shareholder. Mr. Kayne
also built and managed a distinguished investment management company which invests capital on behalf of a wide range of institutional and individual clients. Mr. Kayne has had extensive experience in strategic planning, setting organizational
goals and overseeing and evaluating management performance.Mr. Kayne received a Bachelor of Science degree in statistics from Stanford University in 1966 and a Master of Business Administration degree from the University of California, Los
Angeles in 1968.
George W. Bickerstaff, III currently serves as a Managing Director of M.M. Dillon & Co., LLC, an
investment banking firm, which he joined in 2005. Prior to joining M.M. Dillon & Co., LLC, Mr. Bickerstaff held various positions with Novartis International AG, a global leader in pharmaceuticals and consumer health, including Chief
Financial Officer of Novartis Pharma AG from October 2000 to May 2005. From December 1999 to September 2000, Mr. Bickerstaff served as Executive Vice President and Chief Financial Officer of Workscape, Inc., a provider of employee-related
information services. From July 1998 to December 1999, Mr. Bickerstaff served as Executive Vice President and Chief Financial Officer of Uniscribe Professional Services, Inc., a nationwide provider of paper and technology-based document
management solutions.From January 1998 to June 1998, Mr. Bickerstaff served as Executive Vice President and Chief Financial Officer of Intellisource Group, Inc., a provider of information technology solutions to the federal, state and local
governments and utility markets. From July 1997 to December 1997, Mr. Bickerstaff served as Vice President of Finance of Cognizant Corporation, a global business information services company. From January 1990 to June 1997, Mr. Bickerstaff
served in various senior finance roles, including Chief Financial Officer of IMS Healthcare, a global business information services company in the healthcare and pharmaceutical industries. Prior to that, Mr. Bickerstaff held various finance,
audit and engineering positions with the Dun & Bradstreet Corporation from 1985 to 1989 and General Electric Company from 1978 to 1985. Mr. Bickerstaff currently serves as Chairman of the board of directors of Innoviva, Inc. and as Chair of
the Audit Committee, and has served as a member of Innoviva’s board since December 2017. Mr. Bickerstaff also currently serves on the board of directors of CareDx, Inc. Mr. Bickerstaff previously served on the board of directors of Axovant
Sciences Ltd, Inovio Pharmaceuticals, Inc., Cardax, Inc., and ARIAD Pharmaceuticals, Inc., until it was acquired by Takeda Pharmaceutical Company Limited in February 2017. Mr. Bickerstaff’s non-profit activities include serving on the board of
directors of Global Oncology, the International Vaccine Institute, the International Centre for Missing and Exploited Children and the Center for Disease Dynamics, Economics & Policy.Mr. Bickerstaff received a Bachelor of Science degree in
engineering and a Bachelor of Arts degree in business administration from Rutgers University in 1978.Mr. Bickerstaff has substantial financial experience in the healthcare and pharmaceutical industries, along with a wealth of knowledge in
dealing with financial, accounting and regulatory matters in those industries and insight into the views of shareholders, investors, analysts and others in the financial community. George W. Bickerstaff, III 50
51 Executive Summary Need for Immediate Change Case Study in Poor Oversight More Governance Red
Flags Nominees Best Suited to Effect Change Shareholder Call to Action Immediate Change is Necessary
Conclusion 52 We began investing in Athira over six years ago before the Company went public because we
wanted to end the despair of patients and families struggling with Alzheimer’s disease.ATH-1017 is one of the leading pharmaceuticals currently in development that could potentially relieve the suffering caused by Alzheimer’s, but its path to
market over the next 18 months may be jeopardized by the inexperienced leadership of Athira.We are not activists; but as concerned shareholders we must act now to ensure the success of ATH-1017 and Athira more broadly.Legacy Directors led by
John Fluke and Joseph Edelman have:Steered the Board into a redundant investigation that destroyed $318M in shareholder value and reiterated what had already been proven – the images enhanced in research conducted by the former CEO over 10
years ago were immaterial to Athira;Installed an underqualified CEO who was facing termination or at minimum a demotion – without any search whatsoever – just prior to the recycled allegations; andPresided over the expansion of poor governance
and the diminution of Board diversity as legacy members of the Nominating and Governance Committee.Despite Mr. Edelman’s significant investment in the stock, his interest is that of a trader and does not represent the interest of shareholders.
Ric Kayne and George Bickerstaff will deliver the necessary change as our plan involves:Replacing uncommitted and ineffective directors with a credible shareholder advocate and experienced leader in biotech; Conducting an extensive CEO search
to ensure that Athira has the right executive leader; andRemedying the shareholder unfriendly governance provisions and bringing a focus on diversity to the Board.Vote on the Blue Proxy Card Help Ric Kayne and George Bickerstaff bring Necessary
Change to Athira
Proxy Card Details 53