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

Reporting relationship: Director, 10%+ Owner
Issuer ticker: ATHA
Reported as of: 23 Dec 2025
Net transaction value: +$82,498,150
SEC form: 4
Accepted by SEC: 23 Dec 2025, 17:12:03 UTC
Prior SEC filing: 13 Nov 2025
Next SEC filing: 02 Jan 2026
Source filing: View source filing
Reporting owner signature: /s/ Joseph Edelman - for Perceptive Life Sciences Master Fund Ltd., By: Perceptive Advisors LLC, its investment manager, By: Joseph Edelman, its managing member

Key filing fact

PERCEPTIVE ADVISORS LLC filed Form 4 for Athira Pharma, Inc. (ATHA) on 23 Dec 2025.

Key facts

This page summarizes PERCEPTIVE ADVISORS LLC's Form 4 filing for Athira Pharma, Inc. (ATHA).
9 reported transactions and 7 derivative rows are listed below.
Accepted by SEC: 23 Dec 2025, 17:12.

Change

Previous filing in this sequence was filed on 13 Nov 2025.
Current net transaction value: +$82,498,150.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (4)

CIK 0001224962 Primary reporting owner

PERCEPTIVE ADVISORS LLC

Relationship: Director, 10%+ Owner
Address: 51 ASTOR PLACE, 10TH FLOOR, NEW YORK
Signature: /s/ Joseph Edelman - for Perceptive Life Sciences Master Fund Ltd., By: Perceptive Advisors LLC, its investment manager, By: Joseph Edelman, its managing member
Signature date: 23 Dec 2025

CIK 0001249675

PERCEPTIVE LIFE SCIENCES MASTER FUND LTD

Relationship: Director, 10%+ Owner
Address: 51 ASTOR PLACE, 10TH FLOOR, NEW YORK
Signature: /s/ Joseph Edelman - for Perceptive Advisors LLC, By: Joseph Edelman, its managing member
Signature date: 23 Dec 2025

CIK 0001164426

EDELMAN JOSEPH

Relationship: Director, 10%+ Owner
Address: 51 ASTOR PLACE, 10TH FLOOR, NEW YORK
Signature: /s/ Joseph Edelman
Signature date: 23 Dec 2025

CIK 0001851820

Perceptive Xontogeny Venture Fund II, LP

Relationship: Director, 10%+ Owner
Address: 51 ASTOR PLACE, 10TH FLOOR, NEW YORK
Signature: /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
Signature date: 23 Dec 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

ATHA transaction

Common Stock

Award

Transaction value: $6,281,864
Shares: +989,270
Change %: +183%
Price: $6.35
Shares after: 1,529,566
Date: 23 Dec 2025
Ownership: See Footnotes
Footnotes: F1, F2, F9

ATHA transaction

Common Stock

Award

Transaction value: $2,093,951
Shares: +329,756
Change %
Price: $6.35
Shares after: 329,756
Date: 23 Dec 2025
Ownership: See Footnotes
Footnotes: F1, F3, F9

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

ATHA transaction Derivative

Pre-Funded Warrant (right to buy)

Award

Transaction value: $8,716,764
Shares: +1,372,935
Change %
Price: $6.35
Shares after: 1,372,935
Date: 23 Dec 2025
Ownership: See Footnotes
Underlying class: Common Stock
Underlying amount: 1,372,935
Exercise price: $0.001000
Footnotes: F2, F4, F9, F10

ATHA transaction Derivative

Series A Warrant (right to buy)

Award

Transaction value: $24,375,002
Shares: +3,838,583
Change %
Price: $6.35
Shares after: 3,838,583
Date: 23 Dec 2025
Ownership: See Footnotes
Underlying class: Common Stock
Underlying amount: 3,838,583
Exercise price: $6.35
Footnotes: F1, F2, F5, F9, F10

ATHA transaction Derivative

Series B Warrant (right to buy)

Award

Transaction value: $22,499,999
Shares: +3,543,307
Change %
Price: $6.35
Shares after: 3,543,307
Date: 23 Dec 2025
Ownership: See Footnotes
Underlying class: Common Stock
Underlying amount: 3,543,307
Exercise price: $7.62
Footnotes: F1, F2, F6, F9, F10

ATHA transaction Derivative

Pre-Funded Warrant (right to buy)

Award

Transaction value: $2,905,588
Shares: +457,645
Change %
Price: $6.35
Shares after: 457,645
Date: 23 Dec 2025
Ownership: See Footnotes
Underlying class: Common Stock
Underlying amount: 457,645
Exercise price: $0.001000
Footnotes: F3, F4, F9, F10

ATHA transaction Derivative

Series A Warrant (right to buy)

Award

Transaction value: $8,124,990
Shares: +1,279,526
Change %
Price: $6.35
Shares after: 1,279,526
Date: 23 Dec 2025
Ownership: See Footnotes
Underlying class: Common Stock
Underlying amount: 1,279,526
Exercise price: $6.35
Footnotes: F1, F3, F5, F9, F10

ATHA transaction Derivative

Series B Warrant (right to buy)

Award

Transaction value: $7,499,991
Shares: +1,181,101
Change %
Price: $6.35
Shares after: 1,181,101
Date: 23 Dec 2025
Ownership: See Footnotes
Underlying class: Common Stock
Underlying amount: 1,181,101
Exercise price: $7.62
Footnotes: F1, F3, F6, F9, F10

ATHA transaction Derivative

Pre-Funded Warrant (right to buy)

Award

Transaction value
Shares: +5,502,402
Change %
Price
Shares after: 5,502,402
Date: 23 Dec 2025
Ownership: See Footnotes
Underlying class: Common Stock
Underlying amount: 5,502,402
Exercise price: $0.001000
Footnotes: F7, F8, F9, F11

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 11 footnotes

Footnote F1

Represents the combined purchase price for each share of Common Stock and accompanying Series A Warrant and Series B Warrant.

Footnote 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.

Footnote 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.

Footnote F4

The Pre-Funded Warrants do not expire.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.