UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 1, 2024

Athira Pharma, Inc.

(Exact name of registrant as specified in its charter)

18706 North Creek Parkway, Suite 104
Bothell, WA 98011

(Address of principal executive offices, including zip code)

(425) 620-8501

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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):

Securities registered pursuant to Section 12(b) of the Act:

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).

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.

Compensatory Arrangements of Certain Departing Executive Officers

As previously disclosed on September 17, 2024, on September 15, 2024, Athira Pharma, Inc. (the “Company”) committed to a workforce reduction, which included Andrew Gengos, chief business officer and chief financial officer, and Rachel Lenington, chief operating officer and chief development officer, each of whose employment terminated effective October 1, 2024.

Accordingly, on October 1, 2024 and October 3, 2024, respectively, each of Ms. Lenington and Mr. Gengos entered into a Separation Agreement and Release (the “Lenington Separation Agreement” and the “Gengos Separation Agreement,” respectively) pursuant to which each executive is entitled to receive certain post-termination benefits, including (1) a lump-sum payment equal to nine months of such executive’s annual base salary in effect immediately prior to the termination (representing a total payment of $375,000 to Ms. Lenington and a total payment of $363,750.00 to Mr. Gengos) and (2) Company payment of premiums for coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for such executive and his or her eligible dependents, for a period of up to nine months following the date of termination. Each agreement provides for a release of claims and for certain customary covenants, including confidentiality and non-disparagement covenants.

In connection with the entry into the Lenington Separation Agreement, on October 1, 2024, the compensation committee (the “Compensation Committee”) of the Company’s board of directors (the “Board”) approved the entry into a consulting agreement between the Company and Ms. Lenington (the “Consulting Agreement”), effective as of October 1, 2024 (the “Consulting Agreement Effective Date”). Pursuant to the terms of the Consulting Agreement, Ms. Lenington will perform consulting services for the Company from the Consulting Agreement Effective Date until the earlier of (1) December 31, 2024 and (2) termination of the Consulting Agreement pursuant to its terms (the “Consulting Agreement Term”). During the Consulting Agreement Term, Ms. Lenington will serve as an independent contractor and receive $41,666.67 per full calendar month, prorated for any partial calendar months. In addition, during the Consulting Agreement Term, Ms. Lenington’s outstanding Company equity awards will continue to vest. The Consulting Agreement provides for certain customary covenants, including confidentiality, intellectual property assignment, and indemnification covenants.

The foregoing description is only a summary of each agreement’s material terms and does not purport to be complete. The summary is qualified in its entirety by the full text of the Gengos Separation Agreement and the Lenington Separation Agreement, which are attached as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.

Retention Incentives

On October 1, 2024, the Compensation Committee approved the retention incentives described below for Mr. Robert Renninger, the Company’s vice president of finance, principal financial officer and principal accounting officer, and on October 3, 2024, the Board approved retention incentives described below for Dr. Mark Litton, the Company’s president and chief executive officer:

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

* Certain portions of this exhibit have been omitted because they are not material and is the type of information that the company treats as private or confidential.

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.