LeonaBio held a special meeting of stockholders in a virtual format to consider six proposals related to share issuances, a new equity incentive plan, and an increase in authorized common stock. The meeting was led by Chairperson of the Board Kelly Romano, with Mark Litton, the company’s president, CEO, and a board member, also participating.
Meeting participants and procedures
Romano called the meeting to order and introduced attendees, including members of LeonaBio’s board and senior management team. She also introduced Michael Nordtvedt of Wilson Sonsini Goodrich & Rosati as the company’s outside legal counsel, who served as secretary of the meeting and was responsible for keeping the minutes.
Romano reviewed meeting procedures and noted the meeting would address only the matters described in LeonaBio’s proxy statement dated Feb. 23, 2026. Under the company’s bylaws, other proposals could not be submitted for consideration at the special meeting. Stockholders who had not yet returned a proxy, or who wished to revoke a proxy and vote during the meeting, were instructed to use the voting button on the web portal.
Record date, quorum, and shares outstanding
The company stated that notice of the meeting was mailed on or about Feb. 23, 2026, to stockholders of record as of Jan. 27, 2026. Only stockholders of record as of that date were entitled to vote at the meeting.
Romano said a list of stockholders of record was made available for the 10 days preceding the meeting. As of the close of business on the record date, LeonaBio had 9,335,913 shares of common stock outstanding and eligible to vote.
Based on information provided by the Inspector of Elections, Romano said a quorum was present, with at least a majority of the outstanding voting shares represented in person or by proxy, allowing the meeting to proceed.
Proposals presented to stockholders
Romano outlined six proposals included in the proxy statement and noted the board of directors recommended that stockholders vote “for” each proposal. The proposals were:
- Proposal 1: Approve the issuance of 5,502,402 shares of common stock pursuant to the exercise of a pre-funded warrant held by Surmodics Pharmaceuticals Inc., in accordance with Nasdaq Rule 5635(a)(2).
- Proposal 2: Approve the issuance of shares of common stock to Surmodics pursuant to an exercise of its pre-funded warrant if, following the exercise, Surmodics and related parties would beneficially own more than 19.99% of LeonaBio’s outstanding common stock, in accordance with Nasdaq Rule 5635(b).
- Proposal 3: Approve the issuance of shares of common stock to Perceptive Advisors or its affiliates pursuant to the exercise of warrants if, following the exercise, Perceptive Advisors and related parties would beneficially own more than 19.99% of LeonaBio’s outstanding common stock, in accordance with Nasdaq Rule 5635(b).
- Proposal 4: Approve the LeonaBio 2026 Equity Incentive Plan.
- Proposal 5: Amend the amended and restated certificate of incorporation to increase the number of authorized shares of common stock.
- Proposal 6: Approve an adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there were insufficient votes to adopt Proposals 1 through 5.
Romano said approval of each proposal required the affirmative vote of a majority of the votes cast either for or against the proposal. She also asked stockholders to submit questions specific to the proxy proposals, but said no questions were submitted.
Voting process and preliminary results
The polls opened at 8:07 a.m. Pacific Time, with stockholders instructed to vote through the virtual meeting portal if they had not yet voted or wished to change their vote. Romano later announced that the polls had closed and summarized preliminary results based on proxy votes received prior to the meeting, noting that votes cast during the meeting would be included in the Inspector of Election’s final report.
Based on the preliminary voting results reported during the meeting, each of the first five proposals was approved by the requisite majority:
- Proposal 1 (issuance of 5,502,402 shares related to the Surmodics pre-funded warrant) was approved.
- Proposal 2 (potential issuance to Surmodics above the 19.99% ownership threshold) was approved.
- Proposal 3 (potential issuance to Perceptive Advisors above the 19.99% ownership threshold) was approved.
- Proposal 4 (2026 Equity Incentive Plan) was approved.
- Proposal 5 (increase in authorized common shares) was approved.
Romano said the final voting results would be tallied by the Inspector of Election and disclosed in a Form 8-K to be filed with the Securities and Exchange Commission within four business days of the meeting. After concluding the official business, Romano and Litton thanked participants and adjourned the meeting.
About Athira Pharma (NASDAQ:ATHA)
Athira Pharma, Inc is a clinical‐stage biopharmaceutical company headquartered in Seattle, Washington, that is dedicated to developing therapies aimed at restoring neuronal health and slowing the progression of neurodegenerative diseases. Founded in 2011, Athira’s research focuses on the Hepatocyte Growth Factor (HGF)/MET pathway as a novel mechanism to promote neuronal repair, synaptic function and overall cognitive performance. The company’s overarching goal is to offer disease‐modifying treatments for conditions such as Alzheimer’s disease, Parkinson’s disease, Huntington’s disease and amyotrophic lateral sclerosis (ALS).
The centerpiece of Athira’s pipeline is fosgonimeton (ATH‐1017), a small‐molecule positive modulator of the HGF/MET system.
