Ric Kayne Files Definitive Proxy Materials for Athira’s 2022 Annual Meeting
Ric Kayne, a significant shareholder of Athira Pharma (NASDAQ: ATHA), filed a proxy statement urging shareholders to replace CEO Dr. Mark Litton with more qualified leadership. Kayne argues that under current management, the chances of success for ATH-1017, a treatment for Alzheimer's, are jeopardized. He cites a 30% drop in market capitalization since Litton's appointment and questions the board's decision-making. The upcoming shareholders' meeting on May 19, 2022, presents an opportunity for change, with Kayne and former Novartis CFO George Bickerstaff as nominees.
- Ric Kayne and George Bickerstaff are seeking to bring experienced leadership to the board.
- Kayne owns approximately 4.8% of Athira's shares, demonstrating strong investment interest.
- The proxy statement encourages shareholder engagement and voting, fostering democratic procedures.
- Market capitalization has declined by over 30% or approximately $212 million since Dr. Litton's appointment as CEO.
- Concerns about Dr. Litton's lack of experience in overseeing clinical trials.
- Allegations of false statements regarding Dr. Litton's academic credentials.
Sends Letter to Athira’s Shareholders Seeking Replacement of CEO Dr.
Highlights New Management and Shareholder Centric Directors Are Required to Provide Proper Oversight of ATH-1017 Clinical Trials to Maximize Likelihood of Success
Urges ATHA Shareholders to VOTE the BLUE Proxy Card
The full text of the letter mailed to Athira’s shareholders is below.
My Fellow Shareholders:
As one of the largest shareholders in
Athira’s Annual Meeting of Shareholders is just over a month away. Time is short and urgent change is needed. The downside risk to patients and investors of allowing the unproven and unqualified management team led by Dr.
I have invested millions of dollars of my personal capital in Athira over the last six years, and in doing so helped to finance the critical trials that have propelled Athira to where it is today. Together with my affiliates, I may be deemed to beneficially own approximately
Contrary to what the current Board would like you to believe, I am not seeking to bring back Dr.
DR.
I believe this Board grievously erred in hastily appointing
Notably, based on an exhaustive review of the Company’s definitive proxy filings with the
All shareholders should be deeply concerned that this Board, almost as an afterthought, chose to put Athira and ATH-1017’s future in the hands of someone who was passed over or terminated at other companies he worked for, including one he co-founded. In fact, I understand that in
I am, therefore, engaging a search firm to identify a high caliber CEO for Athira. My goal is to present this candidate to the Board and let them decide who is best qualified to achieve positive outcomes for all shareholders. I had requested that the current directors commence a search for a new CEO, but they failed to do so. The Company will soon be reporting some topline results from a phase II study of ATH-1017. Don’t be fooled by the Company’s attempts to attribute positive news to
ATHIRA’S CURRENT BOARD HAS AN ABYSMAL TRACK RECORD OF CORPORATE GOVERNANCE
Athira is a poster child for poor corporate governance. It has a staggered Board, does not have a majority voting policy, and shareholders cannot act by written consent or call a special meeting.
Most of the current members of this Board have very little “skin in the game” and therefore do not have an owner mentality, and this is reflected in their poor decision-making. The skill set of this Board has been significantly lacking, with a Chairwoman with no biotech, clinical trial or scientific experience. Until recently, a majority of the Board was similarly situated and lacked the necessary skill set to provide oversight of a clinical stage biotechnology company like Athira. It was only after I identified the gaps at the Board level and agitated for change that the incumbent Board reacted and added
It is clear that without shareholder input, this Board would have perpetuated the status quo. That is something we, as owners, should not accept at any time, but especially not right now, given the inflection point we are facing at Athira. Adding me and
On numerous occasions, I have pushed this Board and management to make the required changes that are in shareholders’ best interest. For example, the Board recently agreed to pursue further open label extensions from the FDA for ATH-1017. What they failed to disclose is that I had to push them to do it. In
Change at the Board and management levels is desperately needed to ensure shareholder value is not eroded further and the ATH-1017 clinical trials are not irreparably damaged.
GEORGE BICKERSTAFF AND I HAVE THE INDUSTRY AND OPERATING, STRATEGIC AND FINANCIAL EXPERTISE NEEDED IN THE BOARDROOM
I have nominated myself and
If elected, we will be committed to working alongside the incumbent directors to bring professionalism to Athira’s Board and to initiate a proper search for a new CEO with the right credentials and experience to oversee our clinical trials and provide the oversight necessary to improve the Company’s ailing business model and increase shareholder value.
I URGE YOU TO VOTE THE BLUE PROXY CARD IN SUPPORT OF MY HIGHLY‑QUALIFIED NOMINEES
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.
Vote for restoring and building value at Athira. Please vote your enclosed BLUE proxy card TODAY by signing, dating and returning your BLUE proxy card in the postage-paid envelope provided.
Please vote your BLUE proxy card TODAY.
Sincerely,
Your Vote Is Important, No Matter How Many or How Few Shares You Own!
Please vote today by signing, dating and returning the enclosed BLUE proxy card. Simply follow the easy instructions on the BLUE proxy card.
If you have questions about how to vote your shares, please contact:
Shareholders Call Toll-Free: +1 (800) 339-9883 Banks and Brokers Call Collect: +1 (212) 468-5380 Email: ATHA@HarkinsKovler.com
REMEMBER: Please simply discard any WHITE proxy card that you may receive from Athira. Returning a WHITE proxy card – even if you “withhold” on the Company’s nominees – will revoke any vote you had previously submitted on Ric Kayne’s BLUE proxy card. |
IMPORTANT INFORMATION
On
THE KAYNE ENTITIES 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 KAYNE ENTITIES’ PROXY SOLICITOR,
FORWARD-LOOKING STATEMENTS:
Certain statements contained herein 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.
Important factors that could cause actual results to differ materially from the expectations set forth herein include, among other things, the factors identified in Athira’s public filings. Such forward-looking statements should therefore be construed in light of such factors, and we 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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FAQ
What is Ric Kayne's proposal for Athira Pharma as of April 2022?
Why is Kayne urging shareholders to vote for the BLUE proxy card?
What significant changes have occurred at Athira since Dr. Litton became CEO?
What are the qualifications of the nominees suggested by Kayne?