As filed with the Securities and Exchange Commission on September 17, 2020

Registration No. 333-                      

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S‑1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Athira Pharma, Inc.

(Exact name of Registrant as specified in its charter)

 

 

Delaware

2836

45-3368487

(State or other jurisdiction of
incorporation or organization)

(Primary Standard Industrial
Classification Code Number)

(I.R.S. Employer
Identification Number)

 

Athira Pharma, Inc.

4000 Mason Road, Suite 300

Seattle, WA 98195

(206) 221-8112

(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

 

Leen Kawas, Ph.D.

President and Chief Executive Officer

Athira Pharma, Inc.

4000 Mason Road, Suite 300

Seattle, WA 98195

(206) 221-8112

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

 

Michael Nordtvedt

Bryan D. King

Donna Petkanics

Wilson Sonsini Goodrich & Rosati,

Professional Corporation

701 Fifth Avenue, Suite 5100

Seattle, WA 98104

(206) 883-2500

Charles S. Kim

Alan D. Hambelton

David Peinsipp

Cooley LLP

1700 Seventh Avenue, Suite 1900

Seattle, WA 98101

(206) 452-8700

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     File No. 333-248428

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

 

 

 

Non-accelerated filer  

Smaller reporting company

 

 

 

 

Emerging growth company

 

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 7(a)(2)(B) of the Securities Act.

 

CALCULATION OF REGISTRATION FEE

 

Title of each Class
of Securities to
be Registered

Shares
to be
Registered(1)

Proposed
Aggregate Maximum
Offering
Price
Per Share

Proposed
Maximum
Aggregate
Offering
Price

Amount of
Registration
Fee(2)

Common Stock, par value
$0.0001 per share

2,300,000

$17.00

$39,100,000

$5,075.18

 

(1)

Represents only the additional number of shares of Common Stock being registered, and includes 300,000 additional shares of Common Stock that the underwriters have the option to purchase. Does not include the securities that the registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-248428).

(2)

Calculated pursuant to Rule 457(a) under the Securities Act of 1933, as amended, or the Securities Act, for the purpose of determining the registration fee. The registrant previously registered securities with a proposed maximum aggregate offering price not to exceed $195,500,000 on the Registration Statement on Form S-1, as amended (File No. 333-248428), which was declared effective by the Securities and Exchange Commission on September 17, 2020. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $39,100,000 are hereby registered.

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act.

 

 

 

 


 

EXPLANATORY NOTE AND INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE

Athira Pharma, Inc., a Delaware corporation (the “Registrant”), is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1, as amended (File No. 333-248428) (the “Prior Registration Statement”), which the Commission declared effective on September 17, 2020.

The Registrant is filing this Registration Statement for the sole purpose of increasing by 2,300,000 shares the number of shares of its Common Stock, par value $0.0001 per share, to be registered for sale, 300,000 of which may be sold by the Registrant upon exercise of the underwriters’ option to purchase additional shares. The additional shares that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement. The information set forth in the Prior Registration Statement, and all exhibits to the Prior Registration Statement, are hereby incorporated by reference into this Registration Statement.

The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.

 


 

EXHIBIT INDEX

 

Exhibit
Number

Description

  5.1

Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation

 

 

23.1

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

 

 

23.2

Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1)

 

 

24.1#

Power of Attorney (included on page II-6 of the Registration Statement on Form S-1 (File No. 333- 248428) filed on August 26, 2020)

 

#

Previously filed.

 


 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on September 17, 2020.

 

 

 

ATHIRA PHARMA, INC.

 

 

 

 

 

 

By:

/s/ Leen Kawas

 

 

 

Leen Kawas

 

 

 

President and Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

    

Title

 

Date

 

 

 

/s/ Leen Kawas

Leen Kawas

    

President, Chief Executive Officer and Director

(Principal Executive Officer)

 

September 17, 2020

 

 

 

 

 

/s/ Glenna Mileson

Glenna Mileson

    

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

September 17, 2020

 

 

 

*

Tadataka Yamada

    

Chairman of the Board of Directors

 

September 17, 2020

 

 

 

*

Joseph Edelman

    

Director

 

September 17, 2020

 

 

 

*

John M. Fluke, Jr.

    

Director

 

September 17, 2020

 

 

 

*

James A. Johnson

    

Director

 

September 17, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* By:

 

/s/ Leen Kawas

 

 

Leen Kawas

 

 

Attorney-in-Fact

 

 

atha-ex51_33.htm

Exhibit 5.1

 

Wilson Sonsini Goodrich & Rosati
Professional Corporation

701 Fifth Avenue
Suite 5100
Seattle, Washington 98104-7036

o: 206.883.2500
f: 206.883.2699

 

September 17, 2020

Athira Pharma, Inc.

4000 Mason Road, Suite 300

Seattle, WA 98195

Re: Registration Statement on Form S-1

Ladies and Gentlemen:

This opinion is furnished to you in connection with the Registration Statement on Form S-1 (the “Registration Statement”), filed by Athira Pharma, Inc. (the “Company”) with the Securities and Exchange Commission pursuant to Rule 462(b) of the Securities Act of 1933, as amended (the “Securities Act”) in connection with the registration under the Securities Act of 2,300,000 shares (which includes up to 300,000 shares issuable upon exercise of an option to purchase additional shares granted to the underwriters) of the Company’s common stock, par value $0.0001 per share (the “Shares”), to be issued and sold by the Company. The Registration Statement incorporates by reference the Registration Statement on Form S-1 (Registration No. 333-248428), as amended (the “Prior Registration Statement”), which was declared effective on September 17, 2020, including the prospectus which forms part of the Registration Statement.  We understand that the Shares are to be sold to the underwriters for resale to the public as described in the Registration Statement and the Prior Registration Statement and pursuant to an underwriting agreement, substantially in the form filed as an exhibit to the Prior Registration Statement, to be entered into by and among the Company and the underwriters (the “Underwriting Agreement”).

We are acting as counsel for the Company in connection with the sale of the Shares by the Company. In such capacity, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies, the authenticity of the originals of such documents and the legal competence of all signatories to such documents.

We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware (including the statutory provisions and all applicable judicial decisions interpreting those laws) and the federal laws of the United States of America.

On the basis of the foregoing, we are of the opinion that, upon the effectiveness of the Company’s Amended and Restated Certificate of Incorporation, a form of which has been filed as Exhibit 3.1 to the Prior Registration Statement, the Shares to be issued and sold by the Company have been duly authorized

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September 17, 2020

Page 2

 

 

and, when such Shares are issued and paid for in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement, and we consent to the reference of our name under the caption “Legal Matters” in the prospectus forming part of the Prior Registration Statement, which is incorporated by reference into the Registration Statement.

Very truly yours,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Wilson Sonsini Goodrich & Rosati, P.C.

 

atha-ex231_22.htm

 

Exhibit 23.1

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933 of the reference to our firm under the caption “Experts” and to the incorporation by reference of our report dated July 24, 2020, except for note 17(a), 17(g), 17(h), and 17(i), as to which the date is September 14, 2020, with respect to the financial statements of Athira Pharma, Inc. included in Amendment No. 3 to the Registration Statement (Form S-1 No. 333-248428) and related Prospectus of Athira Pharma, Inc. for the registration of its common stock.

 

/s/ Ernst & Young LLP

 

Seattle, Washington

September 16, 2020