Form 4: Perceptive Entities Boost Athira Pharma Stake

Perceptive Advisors and affiliated funds significantly increased their beneficial ownership in Athira Pharma, acquiring common stock and various warrants.

Summary

• Perceptive Advisors LLC, Perceptive Life Sciences Master Fund Ltd, Joseph Edelman, and Perceptive Xontogeny Venture Fund II, LP, all identified as Directors and 10% Owners of Athira Pharma, Inc. (ATHA), reported significant acquisitions.
• On December 23, 2025, Perceptive Life Sciences Master Fund Ltd acquired 989,270 shares of Common Stock and Perceptive Xontogeny Venture Fund II, LP acquired 329,756 shares of Common Stock, both at a price of $6.35 per share.
• The acquisitions also included various derivative securities: Pre-Funded Warrants, Series A Warrants, and Series B Warrants.
• Perceptive Life Sciences Master Fund Ltd acquired Pre-Funded Warrants for 1,372,935 shares (exercise price $0.001), Series A Warrants for 3,838,583 shares (exercise price $6.35), and Series B Warrants for 3,543,307 shares (exercise price $7.62).
• Perceptive Xontogeny Venture Fund II, LP acquired Pre-Funded Warrants for 457,645 shares (exercise price $0.001), Series A Warrants for 1,279,526 shares (exercise price $6.35), and Series B Warrants for 1,181,101 shares (exercise price $7.62).
• Additionally, 5,502,402 Pre-Funded Warrants (exercise price $0.001) were issued to Sermonix Pharmaceuticals, Inc. in exchange for the grant of certain licenses and rights to Athira Pharma.
• The Pre-Funded Warrants do not expire, while Series A and B Warrants have specific exercisability conditions tied to clinical trial milestones and regulatory events, and expire by December 23, 2030.
• Exercise of these warrants is subject to beneficial ownership limitations, specifically 19.99% for the Perceptive entities and 4.99% for Sermonix, which currently prevents their exercise.

Sentiment

Score: 7

Explanation: The significant investment by a major life sciences fund, coupled with a strategic partnership, indicates strong confidence in Athira Pharma's long-term potential. However, the conditional nature of warrant exercise and beneficial ownership limitations introduce some complexity and uncertainty, preventing a higher score.

Positives

• Significant investment by Perceptive entities, who are also directors and 10% owners, signals strong insider confidence in Athira Pharma's future.
• The acquisition of common stock and various warrants provides potential future capital infusion for Athira Pharma upon warrant exercise.
• A strategic licensing deal with Sermonix Pharmaceuticals, Inc., in exchange for warrants, indicates expansion of Athira Pharma's intellectual property or pipeline.

Negatives

• Immediate exercise of a substantial portion of the acquired warrants is restricted by beneficial ownership limitations (19.99% for Perceptive entities, 4.99% for Sermonix).
• The exercisability of Series A and Series B Warrants is contingent on future events, including clinical trial milestones (ELAINE-3 trial enrollment/topline results) and regulatory decisions (FDA approval for Eli Lilly's imlunestrant), introducing uncertainty.
• Stockholder approval is required for Sermonix's Pre-Funded Warrants to become exercisable without restriction.

Risks

• Regulatory risk: Stockholder approval is required for Sermonix's Pre-Funded Warrants to be fully exercisable, which may not be obtained.
• Clinical trial risk: The exercisability of Series A and Series B Warrants is tied to the progress and results of Athira's ELAINE-3 trial, and a regulatory decision regarding Eli Lilly's imlunestrant, which are inherently uncertain.
• Market risk: The value of the warrants and common stock is subject to market fluctuations and the company's performance.
• Beneficial ownership limitations: The inability to immediately exercise warrants due to ownership caps could impact the timing and flexibility of capital deployment or investor influence.

Future Outlook

The future outlook for Athira Pharma is closely tied to the successful progression of its ELAINE-3 clinical trial and the regulatory landscape, as the exercisability of a significant portion of the acquired warrants is contingent upon these milestones. The strategic partnership with Sermonix Pharmaceuticals also suggests potential future pipeline or intellectual property benefits, pending stockholder approval for warrant exercise.

Industry Context

This transaction highlights a common strategy in the biotechnology and pharmaceutical industry where institutional investors, often with board representation, make significant investments that include both equity and warrants. Warrants, particularly those tied to clinical or regulatory milestones, are frequently used to align investor interests with the company's developmental progress and provide future capital contingent on achieving specific objectives. The licensing deal with Sermonix also reflects the industry's reliance on strategic partnerships to expand pipelines and leverage external innovation.

Corporate Governance

Related Party Transactions

• The transactions involve Perceptive Advisors LLC and its affiliated funds (Perceptive Life Sciences Master Fund Ltd and Perceptive Xontogeny Venture Fund II, LP), whose managing member, Joseph Edelman, is also a director and 10% owner of Athira Pharma.
• The issuance of Pre-Funded Warrants to Sermonix Pharmaceuticals, Inc. is a related party transaction, as an affiliate of Perceptive Advisors LLC holds approximately 29% of Sermonix's outstanding capital stock.

Stakeholder Impact

• Shareholders: Potential for future dilution upon warrant exercise, but also a strong vote of confidence from major institutional investors and a strategic partnership that could enhance company value.
• Company: Receives capital through stock sales and gains strategic assets/licenses from Sermonix, bolstering its financial position and pipeline.
• Employees: Potential for increased stability and resources due to strengthened financial backing and strategic partnerships.
• Creditors: Improved financial health and strategic positioning could enhance the company's creditworthiness.

Next Steps

• Athira Pharma's ELAINE-3 trial will need to progress towards enrollment of the 500th subject or the last subject, and public readout of topline results, as these are conditions for warrant exercisability.
• The U.S. Food and Drug Administration's decision on Eli Lilly & Co.'s marketing application for imlunestrant will impact the exercisability of Series A Warrants.
• Athira Pharma will need to seek stockholder approval for the Pre-Funded Warrants issued to Sermonix to become fully exercisable without restriction.

Key Dates

Recommendation

The substantial acquisition of common stock and various warrants by Perceptive entities, who are also directors and 10% owners, signals strong insider confidence and a strategic long-term view. The transaction, including a licensing deal with Sermonix, provides potential future capital and strategic assets. However, the immediate exercise of a large portion of these warrants is restricted by beneficial ownership limitations and contingent on future events like clinical trial results and regulatory approvals, introducing a degree of uncertainty. Therefore, a 'hold' recommendation is appropriate, acknowledging the positive insider activity while recognizing the conditional nature of the full investment realization.

Keywords

Athira Pharma, ATHA, Perceptive Advisors, SEC Form 4, insider trading, beneficial ownership, warrants, common stock, biotechnology, pharmaceutical, ELAINE-3 trial, Sermonix Pharmaceuticals, capital raise