SCHEDULE: Perceptive Advisors Boosts Athira Pharma Stake to 20.1%

Perceptive Advisors and its affiliates have increased their beneficial ownership in Athira Pharma, Inc. to 20.1% following recent stock and warrant acquisitions.

Summary

• Perceptive Advisors LLC and its affiliates, including Joseph Edelman, Perceptive Life Sciences Master Fund, Ltd., and Perceptive Xontogeny Venture Fund II, LP (PXV II), have collectively increased their beneficial ownership in Athira Pharma, Inc.
• Joseph Edelman, as a reporting person, now beneficially owns 1,869,050 shares, representing 20.1% of the outstanding common stock, which includes 9,728 shares from vested options.
• Perceptive Advisors LLC beneficially owns 1,859,322 shares, representing 19.99% of the outstanding common stock.
• Perceptive Life Sciences Master Fund, Ltd. beneficially owns 1,529,566 shares, representing 16.4% of the outstanding common stock.
• Perceptive Xontogeny Venture Fund II, LP beneficially owns 329,756 shares, representing 3.5% of the outstanding common stock.
• These percentages are based on an aggregate of 9,300,434 shares of Common Stock outstanding, which includes 5,356,547 shares issued in a recent private placement.
• On December 18, 2025, the Master Fund and PXV II acquired 989,270 and 329,756 shares of Common Stock, respectively, at $6.35 per share, along with pre-funded warrants, Series A warrants, and Series B warrants, for an aggregate purchase price of $19,998,167.53 using working capital.
• A Registration Rights Agreement was entered into on December 23, 2025, obligating Athira Pharma to file a registration statement for the resale of these securities within 30 calendar days of the closing.

Sentiment

Score: 7

Explanation: The filing indicates a substantial new investment by a sophisticated institutional investor, Perceptive Advisors, which is generally a positive signal of confidence in Athira Pharma. However, the beneficial ownership limitation on warrant exercise introduces a minor constraint, and the dilution from the private placement is a consideration for existing shareholders.

Positives

• A significant investment by a prominent life sciences investor, Perceptive Advisors, signals confidence in Athira Pharma's future prospects.
• The acquisition of warrants provides potential for substantial equity upside for the investors if Athira Pharma's stock price increases.
• The Registration Rights Agreement facilitates future liquidity for the acquired shares and warrants, which is beneficial for the investors.

Negatives

• The issuance of 5,356,547 new shares in the private placement results in dilution for existing shareholders.
• The Beneficial Ownership Limitation currently prevents the Master Fund and PXV II from exercising any of their Warrants, potentially delaying the full realization of their investment's value.

Risks

• The inability to exercise warrants due to beneficial ownership limitations could impact the timing and flexibility of the investment for Perceptive entities.
• If Athira Pharma fails to meet the registration requirements outlined in the Registration Rights Agreement, it will incur liquidated damages, which could negatively impact its financial position.

Future Outlook

Athira Pharma, Inc. has committed to filing a registration statement within 30 calendar days after December 23, 2025, to register the resale of the newly acquired shares and shares underlying warrants. The company aims for the registration statement to be declared effective at the earliest possible date, but no later than 75 calendar days after the filing date if reviewed by the SEC, or the fifth business day after notification of no further review.

Industry Context

This filing reflects a significant investment by a specialized life sciences fund, Perceptive Advisors, into a biotechnology company, Athira Pharma, Inc. Such investments are common in the biotech sector, where capital-intensive research and development often necessitate private placements and strategic partnerships with institutional investors to fund operations and clinical trials.

Legal Proceedings

• Perceptive Advisors had a previously announced settlement order with the Securities and Exchange Commission dated September 6, 2022 (File No. 3-21031). This is a past event for one of the reporting persons and not a current proceeding involving Athira Pharma or PXV II directly.

Stakeholder Impact

• Shareholders: The private placement led to the issuance of 5,356,547 new shares, resulting in dilution for existing shareholders. However, the significant investment by Perceptive Advisors could be seen as a vote of confidence, potentially stabilizing or boosting investor sentiment.
• Investors (Perceptive entities): The acquisition of common stock and warrants provides a substantial equity position and potential future upside, contingent on the ability to exercise warrants and market performance.

Next Steps

• Athira Pharma, Inc. is required to prepare and file a registration statement to register the resale of the shares of Common Stock and shares underlying Warrants purchased by Perceptive entities within thirty calendar days after December 23, 2025.
• The Issuer must use reasonable best efforts to have the registration statement declared effective at the earliest possible date, but no later than 75 calendar days after filing (if reviewed by SEC) or the fifth business day after notification of no review.

Key Dates

Recommendation

The substantial investment by Perceptive Advisors is a positive signal, indicating institutional confidence in Athira Pharma. However, the dilution from the private placement and the current beneficial ownership limitation on warrant exercise introduce complexities. While the long-term outlook may be positive due to the backing of a major investor, the immediate impact and the specifics of the warrant limitations suggest a 'hold' position until further clarity on the company's strategic direction and the resolution of warrant exercise limitations.

Keywords

Athira Pharma, Perceptive Advisors, Schedule 13D, Beneficial Ownership, Common Stock, Warrants, Private Placement, Biotechnology, Pharmaceuticals, Investment, SEC Filing