Ric Kayne Issues Letter to Athira Shareholders Highlighting Need for Immediate Change to Athira Board
Richard A. (Ric) Kayne, who together with his affiliates beneficially owns approximately 4.8% of the outstanding shares of common stock of Athira Pharma, Inc. (NASDAQ: ATHA) ("Athira" or the "Company"), today issued a letter to Athira shareholders outlining numerous, value-destructive missteps by the current Board of Directors (the "Board"), and detailing why immediate change to the Board at the 2022 annual meeting of stockholders is necessary to restore shareholder value.
The full text of the letter to Athira's shareholders is below.
May 12, 2022
Dear Fellow Athira Shareholders,
Athira Pharma, Inc.'s (NASDAQ: ATHA) ("Athira" or the "Company") May 19th annual meeting is just over a week away and time is running out to vote to elect directors-myself and George Bickerstaff-WHO WILL ACT IN YOUR BEST INTERESTS AND PROTECT THE VALUE OF YOUR INVESTMENT.
The endless string of poor decisions by Athira's Board of Directors (the "Board") has caused massive shareholder value destruction and the magnitude and frequency of the mistakes made by the Board in the Company's brief public existence are staggering.
Moreover, the Board is seemingly incapable of making any meaningful decision on its own without costing shareholders dearly and imperiling the livelihood of people and families suffering from Alzheimer's disease. Importantly, George Bickerstaff and I have a plan and the experience needed in the boardroom to right the ship.
ATHIRA'S BOARD AND MANAGEMENT DESPERATELY NEED BETTER OVERSIGHT. ITS DIRECTORS HAVE FAILED REPEATEDLY AND ONLY ACT WHEN PUSHED.
On numerous occasions, I have had to push this Board and management team to make changes that are in shareholders' best interest. Most notably:
Meanwhile, when left to its own decision making, Athira's current Board has:
It is therefore not surprising that Institutional Shareholder Services Inc. ("ISS"), the nation's leading independent proxy advisory firm, recommended that Athira shareholders "WITHHOLD" support for incumbent directors Joseph Edelman and John M. Fluke Jr. in connection with the Company's upcoming annual meeting.
GEORGE BICKERSTAFF AND I BRING MUCH NEEDED INDUSTRY AND OPERATING EXPERIENCE PAIRED WITH THE STRATEGIC AND FINANCIAL EXPERTISE REQUIRED IN THE BOARDROOM.
MOST IMPORTANTLY, WE HAVE A PLAN.
Let me be clear on my platform, which includes the following key elements:
As shareholders, ask yourselves: would you feel better if Athira were led by a seasoned clinical professional who has overseen 20 drugs from development through FDA approval, or, if it were led by an inexperienced CEO, an IT professional, and a Chief Medical Officer that lives in Switzerland?
TIME IS RUNNING OUT. ELECT RIC KAYNE AND GEORGE BICKERSTAFF TO ATHIRA'S BOARD TO PREVENT FURTHER VALUE DESTRUCTION.
I want only to give Athira and ATH-1017 the greatest chance of success. With your help, we can achieve this by bringing much needed leadership and oversight to Athira's Board and initiating a proper search for a new CEO with the right credentials and experience to oversee ATH-1017's clinical trials.
I am asking for your support to help make needed improvements at Athira. Our nominees have a proven track record of value creation and relevant operating expertise. We urge you to protect the value of your investment and help Athira achieve the tremendous potential we know it can.
Athira's Board has continued its perpetual cycle of mistakes and missteps, causing massive destruction of shareholder value, and the stakes are too high to not have proper oversight of the direction of the Company and the management team. Change is urgently needed to rectify their numerous poor decisions.
Additional materials and information regarding Ric Kayne's case for change may be found at: www.SaveAthira.com.
Vote for restoring credibility and building value at Athira. Please vote TODAY by signing, dating and returning your BLUE proxy card.
Please vote your BLUE proxy card TODAY.
Willkie Farr & Gallagher LLP is acting as legal counsel to Mr. Kayne and Harkins Kovler, LLC is acting as proxy solicitor.
The views expressed in the solicitation materials referenced herein and/or attached hereto represent the opinions of Richard A. Kayne and certain of his affiliates (collectively, the "Kayne Entities") that hold shares of Athira Pharma, Inc. ("Athira" or the "Company") and are based on publicly available information with respect to the Company. The Kayne Entities and the other participants in the Kayne Entities' solicitation are collectively referred to herein as the "Participants." The Participants recognize that there may be confidential information in the possession of the Company that could lead it or others to disagree with their conclusions. The Participants reserve the right to change any of their opinions expressed in any of the solicitation materials at any time as they deem appropriate.
The solicitation materials are provided merely as information and are not intended to be, nor should they be construed as, an offer to sell or a solicitation of an offer to buy any security. The solicitation materials do not constitute a recommendation to purchase or sell any security. Each of the Kayne Entities beneficially owns, and/or has an economic interest in, securities of the Company. It is possible that there will be developments in the future that cause the Kayne Entities from time to time to sell all or a portion of their holdings of the Company in open market transactions or otherwise (including via short sales), buy additional shares (in open market or privately negotiated transactions or otherwise), or trade in options, puts, calls or other derivative instruments relating to such shares.
Although the Participants believe the statements made in the solicitation materials are substantially accurate in all material respects and do not omit to state material facts necessary to make those statements not misleading, the Participants make no representation or warranty, express or implied, as to the accuracy or completeness of those statements or any other written or oral communication any of them may make with respect to the Company and any other companies mentioned, and the Participants expressly disclaim any liability relating to those statements or communications (or any inaccuracies or omissions therein). Thus, shareholders and others should conduct their own independent investigation and analysis of such statements and communications and of the Company and any other companies to which those statements or communications may be relevant.
The solicitation materials may contain links to articles and/or videos (collectively, "Media"). The views and opinions expressed in such Media are those of the author(s)/speaker(s) referenced or quoted in such Media and, unless specifically noted otherwise, do not necessarily represent the opinions of the Participants.
The Participants have not sought or obtained consent from any third party to use any statements or information contained in the solicitation materials. Any such statements or information should not be viewed as indicating the support of such third party for the views expressed herein or therein. All trademarks and trade names used in any solicitation materials are the exclusive property of their respective owners.
On April 11, 2022, Mr. Kayne, together with the other Participants, filed a definitive proxy statement (the "Definitive Proxy Statement") and an accompanying BLUE proxy card with the U.S. Securities and Exchange Commission (the "SEC") to solicit votes for the election of their slate of highly qualified director nominees at the 2022 annual meeting of the stockholders of the Company.
THE PARTICIPANTS STRONGLY ADVISE ALL STOCKHOLDERS OF THE COMPANY TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER PROXY MATERIALS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION ABOUT THE IDENTITY OF THE PARTICIPANTS IN THE SOLICITATION AND A DESCRIPTION OF THEIR DIRECT OR INDIRECT INTERESTS THEREIN. THE DEFINITIVE PROXY STATEMENT AND SUCH OTHER PROXY MATERIALS ARE AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV AND ARE ALSO AVAILABLE AT NO CHARGE ON REQUEST FROM THE PARTICIPANTS' PROXY SOLICITOR, HARKINS KOVLER, LLC AT (800) 339-9883 OR VIA EMAIL AT [email protected].
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in the solicitation materials are forward-looking statements including, but not limited to, statements that are predications of or indicate future events, trends, plans or objectives. Undue reliance should not be placed on such statements because, by their nature, they are subject to known and unknown risks and uncertainties. Forward-looking statements are not guarantees of future performance or activities and are subject to many risks and uncertainties. Due to such risks and uncertainties, actual events or results or actual performance may differ materially from those reflected or contemplated in such forward-looking statements. Forward-looking statements can be identified by the use of the future tense or other forward-looking words such as "believe," "expect," "anticipate," "intend," "plan," "estimate," "should," "may," "will," "objective," "projection," "forecast," "continue," "strategy," "position" or the negative of those terms or other variations of them or by comparable terminology. All forward-looking statements address matters that involve risks and uncertainties, many of which are beyond the Participants' control. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements.
Important factors that could cause actual results to differ materially from the expectations set forth herein include, among other things, the factors identified in the Company's public filings. Such forward-looking statements should therefore be construed in light of such factors, and the Participants are under no obligation, and expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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