Athira Pharma (NASDAQ: ATHA) enacts 10-for-1 reverse stock split and cuts authorized shares

Rhea-AI Filing Summary

Athira Pharma, Inc. is implementing a 10-for-1 reverse stock split of its common stock, effective as of 5:00 p.m. Eastern Time on September 17, 2025. This means every ten existing shares will be combined into one share, while the par value per share remains $0.0001.

The company is also reducing its authorized common stock from 900,000,000 to 90,000,000 shares and total authorized capital stock from 1,000,000,000 to 190,000,000 shares. Athira’s common stock is expected to begin trading on a post-split basis on The Nasdaq Capital Market on September 18, 2025 under the symbol ATHA.

Fractional shares resulting from the reverse split will be settled in cash, and proportional adjustments will be made to outstanding options, restricted stock units, and equity plan reserves. Stockholders holding shares in book-entry or through brokers will have their holdings automatically adjusted without needing to take action.

Insights

Equity structure and corporate actions analyst

Athira is consolidating its share count via a 10-for-1 reverse split and cutting authorized shares.

Athira Pharma approved a 10-for-1 reverse stock split effective at September 17, 2025, after stockholder authorization at its May 29, 2025 annual meeting. Every ten common shares will become one, with no change to the $0.0001 par value. This is a structural change to the share base rather than an operating update.

The company is also cutting its authorized common stock from 900,000,000 to 90,000,000 shares and total authorized capital stock from 1,000,000,000 to 190,000,000. Proportional adjustments will apply to options, restricted stock units, and equity incentive plan reserves, so existing awards keep the same economic value on a per-holder basis.

Athira’s stock is expected to trade on a post-split basis on Nasdaq under ATHA starting September 18, 2025. Fractional positions will be cashed out, and Computershare will handle the exchange, with holders in book-entry or street name seeing automatic adjustments according to broker processes.

false--12-31000162046300016204632025-09-102025-09-10

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): September 10, 2025

Athira Pharma, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39503			45-3368487
(State or other jurisdiction of incorporation)	(Commission File Number)			(IRS Employer Identification No.)

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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	ATHA	The Nasdaq Stock Market LLC  (The Nasdaq Capital Market)

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).

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 13(a) of the Exchange Act). ☐

Item 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 10, 2025, the Company filed a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware to effect a 10-for-1 reverse stock split of the shares of the Company’s common stock, par value $0.0001 per share, effective as of 5:00 p.m., Eastern Time, on September 17, 2025 (the “Reverse Stock Split”). The total number of authorized shares of the Company’s common stock will be reduced from 900,000,000 to 90,000,000 and the total number of authorized shares of the Company’s capital stock will be reduced from 1,000,000,000 to 190,000,000. The common stock is expected to begin trading on a post-split basis on The Nasdaq Capital Market (“Nasdaq”) as of the open of trading on September 18, 2025, and the trading symbol will continue to be “ATHA”. In connection with the Reverse Stock Split, the CUSIP number for the common stock will be changed to 04746L203.

As previously disclosed, the Company’s stockholders approved the Certificate of Amendment to effect the Reverse Stock Split at the Annual Meeting of Stockholders held on May 29, 2025 (the “Annual Meeting”). Following the Annual Meeting, the Board determined to effect the Reverse Stock Split at a ratio of 10-for-1.

As a result of the Reverse Stock Split, every ten (10) shares of the Company’s issued and outstanding common stock will be automatically combined into one issued and outstanding share of common stock, without any change in the par value per share. Any fractional shares that would otherwise be issuable as a result of the Reverse Stock Split will be paid out in cash. Proportional adjustments will be made to the number of shares of common stock issuable upon the exercise or settlement of the Company’s outstanding options and restricted stock units, and the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive plans.

Computershare Inc., the Company’s transfer agent, is acting as exchange agent for the Reverse Stock Split. Registered stockholders holding pre-split shares of common stock electronically in book-entry form are not required to take any action to receive post-split shares. Those stockholders who hold their shares in brokerage accounts or in “street name” will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to each brokers’ particular processes, and will not be required to take any action in connection with the Reverse Stock Split.

The information set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment that effectuates the Reverse Stock Split, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the press release announcing the Reverse Stock Split is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
3.1	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Athira Pharma, Inc.
99.1	Athira Pharma, Inc. press release dated September 11, 2025.
104	Cover Page Interactive Data File (formatted as Inline XBRL)

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.

			Athira Pharma, Inc.
Date:	September 11, 2025	By:	/s/ Mark Litton
			Mark Litton
			President and Chief Executive Officer

FAQ

What corporate action did Athira Pharma (ATHA) announce in this 8-K?

Athira Pharma announced a 10-for-1 reverse stock split of its common stock, combining every ten existing shares into one share, while keeping the par value at $0.0001 per share.

When does Athira Pharma’s 10-for-1 reverse stock split become effective?

The reverse stock split is effective as of 5:00 p.m. Eastern Time on September 17, 2025, with trading on a post-split basis expected to begin on September 18, 2025.

How do Athira Pharma’s authorized shares change after the reverse split?

The authorized common stock will be reduced from 900,000,000 to 90,000,000 shares, and total authorized capital stock will be reduced from 1,000,000,000 to 190,000,000 shares.

What happens to Athira Pharma (ATHA) stockholders’ fractional shares in the reverse split?

Any fractional shares that would otherwise result from the 10-for-1 reverse stock split will be paid out in cash instead of issuing fractional shares.

Will Athira Pharma’s Nasdaq ticker change after the reverse stock split?

No. After the reverse stock split, Athira Pharma’s common stock is expected to continue trading on The Nasdaq Capital Market under the existing trading symbol ATHA.

How are Athira Pharma’s stock options and RSUs affected by the reverse split?

The company will make proportional adjustments to the number of shares of common stock issuable upon exercise or settlement of outstanding options and restricted stock units, and to shares authorized and reserved under its equity incentive plans.

Do Athira Pharma shareholders need to take action for the reverse stock split?

Registered stockholders holding shares electronically in book-entry form, and those holding in brokerage or street name, will have their positions automatically adjusted. The transfer agent, Computershare Inc., is acting as exchange agent.