PERCEPTIVE ADVISORS LLC - 23 Dec 2025 Form 4 Insider Report for Athira Pharma, Inc. (ATHA)

Signature
/s/ Joseph Edelman - for Perceptive Life Sciences Master Fund Ltd., By: Perceptive Advisors LLC, its investment manager, By: Joseph Edelman, its managing member
Issuer symbol
ATHA
Transactions as of
23 Dec 2025
Net transactions value
+$82,498,150
Form type
4
Filing time
23 Dec 2025, 17:12:03 UTC
Previous filing
13 Nov 2025
Next filing
02 Jan 2026

Reporting Owners (4)

Name Relationship Address Signature Signature date CIK
PERCEPTIVE ADVISORS LLC Director, 10%+ Owner 51 ASTOR PLACE, 10TH FLOOR, NEW YORK /s/ Joseph Edelman - for Perceptive Life Sciences Master Fund Ltd., By: Perceptive Advisors LLC, its investment manager, By: Joseph Edelman, its managing member 23 Dec 2025 0001224962
PERCEPTIVE LIFE SCIENCES MASTER FUND LTD Director, 10%+ Owner 51 ASTOR PLACE, 10TH FLOOR, NEW YORK /s/ Joseph Edelman - for Perceptive Advisors LLC, By: Joseph Edelman, its managing member 23 Dec 2025 0001249675
EDELMAN JOSEPH Director, 10%+ Owner 51 ASTOR PLACE, 10TH FLOOR, NEW YORK /s/ Joseph Edelman 23 Dec 2025 0001164426
Perceptive Xontogeny Venture Fund II, LP Director, 10%+ Owner 51 ASTOR PLACE, 10TH FLOOR, NEW YORK /s/ Joseph Edelman, for Perceptive Xontogeny Venture Fund II, L.P., By: Perceptive Xontogeny Ventures II GP, LLC, its general partner, By: Joseph Edelman, its managing member 23 Dec 2025 0001851820

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ATHA Common Stock Award $6,281,864 +989,270 +183% $6.35 1,529,566 23 Dec 2025 See Footnotes F1, F2, F9
transaction ATHA Common Stock Award $2,093,951 +329,756 $6.35 329,756 23 Dec 2025 See Footnotes F1, F3, F9

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ATHA Pre-Funded Warrant (right to buy) Award $8,716,764 +1,372,935 $6.35 1,372,935 23 Dec 2025 Common Stock 1,372,935 $0.001000 See Footnotes F2, F4, F9, F10
transaction ATHA Series A Warrant (right to buy) Award $24,375,002 +3,838,583 $6.35 3,838,583 23 Dec 2025 Common Stock 3,838,583 $6.35 See Footnotes F1, F2, F5, F9, F10
transaction ATHA Series B Warrant (right to buy) Award $22,499,999 +3,543,307 $6.35 3,543,307 23 Dec 2025 Common Stock 3,543,307 $7.62 See Footnotes F1, F2, F6, F9, F10
transaction ATHA Pre-Funded Warrant (right to buy) Award $2,905,588 +457,645 $6.35 457,645 23 Dec 2025 Common Stock 457,645 $0.001000 See Footnotes F3, F4, F9, F10
transaction ATHA Series A Warrant (right to buy) Award $8,124,990 +1,279,526 $6.35 1,279,526 23 Dec 2025 Common Stock 1,279,526 $6.35 See Footnotes F1, F3, F5, F9, F10
transaction ATHA Series B Warrant (right to buy) Award $7,499,991 +1,181,101 $6.35 1,181,101 23 Dec 2025 Common Stock 1,181,101 $7.62 See Footnotes F1, F3, F6, F9, F10
transaction ATHA Pre-Funded Warrant (right to buy) Award +5,502,402 5,502,402 23 Dec 2025 Common Stock 5,502,402 $0.001000 See Footnotes F7, F8, F9, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents the combined purchase price for each share of Common Stock and accompanying Series A Warrant and Series B Warrant.
F2 The securities are directly held by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). Perceptive Advisors LLC (the "Advisor") serves as the investment manager of Master Fund. Joseph Edelman is the managing member of the Advisor.
F3 The securities are directly held by Perceptive Xontogeny Venture Fund II, LP ("PXV II"). Perceptive Venture Advisors, LLC (the "Venture Advisor") serves as the investment manager of PXV II and is controlled by the Advisor, and Perceptive Xontogeny Venture II GP, LLC ("PXV GP") is the general partner of PXV II. Mr. Edelman is the managing member of PXV GP and the Advisor.
F4 The Pre-Funded Warrants do not expire.
F5 The Series A Warrants will be exercisable after the earlier of (1) the latest of (a) June 30, 2026, (b) the date on which the Issuer announces the enrollment of the 500th subject or the last subject, whichever is earlier, in its ELAINE-3 trial, and (c) the date on which the U.S. Food and Drug Administration approves or issues a complete response letter to Eli Lilly & Co.'s marketing application for imlunestrant in combination with abemaciclib in breast cancer, and (2) October 31, 2026 (the "Series A Expiration Date") and expire on the earlier of (1) the 30th day following the Series A Expiration Date and (2) December 23, 2030.
F6 The Series B Warrants will be exercisable after the later of (1) June 30, 2026 and (2) the date of the completion of the public readout of topline results of the Issuer's ELAINE-3 trial. (the "Series B Expiration Date") and expire on the earlier of (1) the 30th day following the Series B Expiration Date and (2) December 23, 2030.
F7 The securities were issued to Sermonix Pharmaceuticals, Inc. ("Sermonix") in exchange for the grant of certain licenses and rights by Sermonix to the Issuer. The Pre-Funded Warrants will become exercisable upon receipt by the Issuer of stockholder approval such that the Pre-Funded Warrants can be exercised at any time without restriction or additional stockholder approval. The Pre-Funded Warrants do not expire.
F8 The securities are directly held by Sermonix. An affiliate of the Advisor currently holds approximately 29% of the outstanding capital stock of Sermonix (excluding securities convertible into shares of Sermonix capital stock). Pursuant to General Instruction 4.b.(iv) of Form 4, the Reporting Persons with this filing have reported the entire amount of Sermonix's interest in the securities, rather than the Reporting Person's proportionate interest in the securities held by Sermonix.
F9 Each of Mr. Edelman, the Advisor, the Master Fund and PXV II disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
F10 The terms of the Pre-Funded Warrants, Series A Warrants and Series B Warrants provide that such warrants may not be exercised if, after such exercise, the Reporting Persons, together with their Attribution Parties (as defined in the warrants) would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 19.99% of the shares of Common Stock then issued and outstanding after giving effect to such exercise (the "Beneficial Ownership Limitation"). As of the date hereof, the Beneficial Ownership Limitation does not permit the Master Fund or PXV II to exercise any of their Warrants.
F11 The terms of the Pre-Funded Warrants provide that such warrants may not be exercised if, after such exercise, Sermonix, together with its Attribution Parties (as defined in the warrants) would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 4.99% of the shares of Common Stock then issued and outstanding after giving effect to such exercise (the "Sermonix Beneficial Ownership Limitation"). As of the date hereof, the Sermonix Beneficial Ownership Limitation does not permit Sermonix to exercise any of its Warrants.