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United States securities and exchange commission logo
April 6, 2022
Jared N. Fertman, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY
10019-6099
Re: Athira Pharma, Inc.
PREC14A filed by
Richard A. Kayne et al.
Filed March 30,
2022
File No. 001-39503
Dear Mr. Fertman:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
Capitalized terms used herein but not defined have the meanings ascribed
to them in the filing.
PREC14A filed March 30, 2022
Background of the Solicitation, page 1
1. At the top of page 2,
please disclose the names of the two nominees referred to. Please
also disclose whether
the Company, in its March 1 response, commented on any nominee
other than Mr. Kayne.
2. We understand that Mr.
Kayne played a role in Mr. Pickering's appointment to the Board.
Please include
disclosure regarding that point, or advise us as to why such disclosure is
not material
information.
Proposal No. 1 - Election of Directors, page 5
3. We note the reference
on page 5 to a potential substitute nominee. Please confirm that in
the event you select a
substitute nominee prior to the Annual Meeting, you will file an
Jared N. Fertman, Esq.
787 Seventh Avenue
April 6, 2022
Page 2
amended proxy statement that (1) identifies the substitute nominee,
(2) discloses whether
the nominee has consented to being named in the revised proxy
statement and to serve if
elected and (3) includes disclosure required by Items 5(b) and 7 of
Schedule 14A with
respect to the nominee.
General
4. Please change the references to "an Athira nominee" on page 5 from
"an" Athira nominee
to "the" Athira nominee. Similarly, throughout the proxy statement and
on the proxy card,
please use the phrase "the person" instead of "one person." Finally,
on the proxy card,
ensure that the instructions correctly refer to the ability to
withhold authority to vote for
the single Athira nominee for whom proxy authority is sought, rather
than multiple Athira
nominees.
5. Please ensure that the disclosure required by Rule 14a-4(d)(4)(iv) is
included in the proxy
statement (in addition to the proxy card).
6. The proxy statement uses an outdated Schedule 14A cover page. Please
use the correct
cover page in future filings.
7. Given the relationship between Dr. Kawas and the Participants, please
add Dr. Kawas as a
Participant, or, with a view toward disclosure, advise us as to why
Dr. Kawas is not in fact
a participant in the solicitation.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to David M. Plattner, Special Counsel, at
202-551-8094.
FirstName LastNameJared N. Fertman, Esq. Sincerely,
Comapany Name787 Seventh Avenue
Division of
Corporation Finance
April 6, 2022 Page 2 Office of
Mergers and Acquisitions
FirstName LastName