What changed in this filing

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Item 5. Other Information

2026-08-07 compared with 2026-05-15 · 100 added, 65 removed, 51 unchanged (76% of the section changed)

1 unchanged sentence

10b5-1 Trading Arrangements

During the quarter ended March 31, 2026, no director or officer (as defined in Exchange Act Rule 16a-1(f)) adopted or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" as those terms are defined in Item 408 of Regulation S-K.

Termination of Material Definitive Agreement

On May 12, 2026, we received notice of termination of the Kyorin Agreement with Kyorin.

Kyorin elected to terminate the Kyorin Agreement without cause in accordance with the terms of the Kyorin Agreement, and the termination will become effective 90 days after the date of receipt of the notice of termination (the Termination Date).

Under the terms of the Kyorin Agreement, Kyorin received exclusive rights to develop and commercialize efzofitimod in Japan for all forms of interstitial lung disease (ILD) and is obligated to fund all research, development, regulatory, marketing and commercialization activities in Japan until the Termination Date.

We are responsible for supplying all drug product for Japan, as well as supporting development activities for efzofitimod, until the Termination Date.

We received aggregate consideration of $20.0 million from Kyorin in upfront and milestone payments, as well as reimbursement of certain research and development costs and costs for supply of efzofitimod to Kyorin.

As a result of the termination of the Kyorin Agreement, we will not be entitled to receive any further milestone or other payments, including $155.0 million in the aggregate that would have been due upon achievement of certain development, regulatory and sales milestones, as well as tiered royalties on any net sales in Japan.

Both parties will also cease to have any development or commercialization obligations after the Termination Date and the licenses we granted to Kyorin pursuant to the Kyorin Agreement will cease to be in effect after the Termination Date.

Following the Termination Date, the rights to develop and commercialize efzofitimod in Japan for all forms of ILD will revert to us.

Consequently, we will hold the rights to develop and commercialize efzofitimod globally.

The foregoing description of the Kyorin Agreement is only a summary of the material terms thereof, does not purport to be complete and is subject to, and qualified in entirety by, the full text of the Kyorin Agreement, which we filed as Exhibit 10.21 in its Registration Statement on Form S-1 (File No.

333-235951), as amended, filed with the SEC on February 3, 2020, and is incorporated into this paragraph by reference.

During the quarter ended June 30, 2026, no director or officer (as defined in Exchange Act Rule 16a-1(f)) adopted or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" as those terms are defined in Item 408 of Regulation S-K.

Costs Associated with Exit or Disposal Activities

On August 7, 2026, our board of directors approved the implementation of a corporate restructuring and program prioritization plan (the Restructuring Plan) to streamline our operations and conserve capital prior to the potential initiation of the Planned Phase 3 Study.

In connection with the Restructuring Plan, we committed to a reduction in our total workforce by approximately 60% to 20 full-time employees, and we estimate that the Restructuring Plan will reduce annualized operating expenses by approximately $13 million, beginning in the fourth quarter of 2026.

We began notifying affected employees on August 7, 2026 and expect the Restructuring Plan to be substantially completed in the second half of 2026.

We estimate that we will record charges of approximately $4.2 million for employee severance, employee health benefit obligations and other related termination benefits.

Severance payments are expected to be paid in full between August 2026 and September 2027, and we expect to incur the charges in the third quarter of 2026.

The charges that we expect to incur in connection with, or as a result of, the Restructuring Plan, are subject to a number of assumptions, and actual results may differ materially.

We may also incur other charges or cash expenditures not currently contemplated due to events that may occur as a result of, or associated with, the Restructuring Plan.

Departure of Directors or Certain Officers;

2 unchanged sentences

Compensatory Arrangements of Certain Officers.

Rebalancing of the Board of Directors

In order to achieve a more equal balance of membership among the three classes of directors on our Board of Directors (the Board), the Board determined that one of its members should be reclassified from Class II (with a term expiring at our 2029 Annual Meeting of Stockholders) to Class I (with a term expiring at our 2028 Annual Meeting of Stockholders).

Accordingly, on May 11, 2026, Timothy P.

Coughlin agreed to resign from the Board and his position as a Class II director subject to, and contingent upon, his immediate reappointment as a Class I director.

Effective immediately following Mr.

Coughlin’s resignation, the Board reappointed him as a Class I director.

The resignation and reappointment of Mr.

Coughlin was effected solely to rebalance the classes of directors on the Board and, for all other purposes, including the vesting and settlement of any outstanding equity awards and any other compensation to which Mr.

Coughlin is entitled to as a non-employee director, Mr.

Coughlin’s service on the Board is deemed to have continued uninterrupted.

Coughlin will continue to serve as Chair of the Board and as a member of the Audit Committee of the Board.

On May 11, 2026, the Board approved a decrease in the size of the Board from seven to six directors in accordance with our Amended and Restated Bylaws and Restated Certificate of Incorporation, as amended, to become effective upon the previously announced resignation of Paul Schimmel from the Board.

Amendment to 2015 Stock Option and Incentive Plan, as amended

As reported under the caption “Submission of Matters to a Vote of Security Holders” below, at our 2026 Annual Meeting of Stockholders held on May 11, 2026 (the Annual Meeting), our stockholders, upon the recommendation of the Board, approved an amendment to our 2015 Stock Option and Incentive Plan, as amended (the 2015 Stock Plan), to increase the maximum number of shares of common stock reserved and available for issuance by 4,000,000 to 19,725,101.

The amendment to the 2015 Stock Plan also, among other things, extends the term under which incentive stock options may be granted until February 20, 2036.

A summary of the 2015 Stock Plan, as amended, is set forth in our definitive proxy statement filed with the Securities and Exchange Commission on March 26, 2026 (the Proxy Statement).

The summary and the foregoing description of the 2015 Stock Plan, as amended, do not purport to be complete and are qualified in their entirety by reference to the full text of the 2015 Stock Plan, as amended, a copy of which is filed herewith as Exhibit 10.1 to this Quarterly Report on Form 10-Q.

Amendments to Articles of Incorporation or Bylaws;

Change in Fiscal Year.

At the Annual Meeting, our stockholders approved, upon the recommendation of the Board, a proposal to amend our Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 170,000,000 to 340,000,000 shares (the Authorized Share Proposal).

On May 11, 2026, following stockholder approval of the Authorized Share Proposal at the Annual Meeting, we filed with the Secretary of State of the State of Delaware a Certificate of Amendment to our Restated Certificate of Incorporation (the Charter Amendment) to increase the authorized number of shares of common stock from 170,000,000 to 340,000,000 shares.

A summary of the Charter Amendment is set forth in the Proxy Statement.

That summary and the foregoing description of the Charter Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Charter Amendment, a copy of which is filed herewith as Exhibit 3.7 to this Quarterly Report on Form 10-Q.

Submission of Matters to a Vote of Security Holders.

The following proposals were submitted to our stockholders at the Annual Meeting:

(1) The election of three Class II directors, as nominated by the Board, to hold office until the 2029 annual meeting of stockholders or until their successors are duly elected and qualified;

(2) The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for its fiscal year ending December 31, 2026;

(3) The approval, on an advisory basis, of the compensation of our named executive officers as disclosed in the Proxy Statement;

(4) The approval of an amendment to the 2015 Stock Plan;

(5) The approval of the Charter Amendment to increase the number of authorized shares of common stock from 170,000,000 to 340,000,000 shares.

The number of shares of common stock entitled to vote at the Annual Meeting was 98,051,212.

The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 63,380,506.

All matters submitted to a vote of our stockholders at the Annual Meeting were approved and all director nominees were elected.

The number of votes cast for and against and the number of votes withheld, abstentions and broker non-votes, as applicable, with respect to each matter voted upon at the Annual Meeting are set forth below.

Voting results are, when applicable, reported by rounding fractional share voting down to the nearest round number.

Proposal 1 – Election of Class II Directors.

Director Nominee

Broker Non-Vote

Eric Benevich

Proposal 2 – Ratification of the appointment of Ernst and Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

Votes Against

Broker Non-Vote

Proposal 3 – Approval, on an advisory basis, of the compensation of our named executive officers as disclosed in the Proxy Statement.

Votes Against

Broker Non-Vote

Proposal 4 – Approval of an amendment to the 2015 Stock Plan.

Votes Against

Broker Non-Vote

Proposal 5 – Approval of the Charter Amendment to increase the number of authorized shares of common stock from 170,000,000 to 340,000,000 shares.

Votes Against

Broker Non-Vote

Chief Financial Officer and General Counsel Separation and Consulting Agreements

On August 7, 2026, in connection with the Restructuring Plan, our board of directors approved the separation of employment of Jill M.

Broadfoot as our Chief Financial Officer and Nancy E.

Denyes as our General Counsel, expected to be effective September 30, 2026 (the actual date of such separation of employment, the Transition Date).

We have offered Ms.

Broadfoot and Ms.

Separation Agreements in connection with the separation of their employment (the Separation Agreements).

Additionally, in connection with the transition support that Ms.

Broadfoot and Ms.

Denyes have agreed to provide, we, Ms.

Broadfoot and Ms.

Denyes will enter into Consulting Agreements expected to take effect October 1, 2026 (the Consulting Agreements).

The Separation Agreements generally provide that, subject to Ms.

Broadfoot’s and Ms.

Denyes's execution of a general release and waiver of claims, we will provide Ms.

Broadfoot and Ms.

Denyes the following severance benefits in connection with the separation of their employment, consistent with our Executive Severance and Change in Control Policy (the Policy):

we will pay Ms.

Broadfoot and Ms.

Denyes twelve months of their base salary, less taxes and withholdings, in installments over the twelve-month period following the Transition Date, we will reimburse Ms.

Broadfoot’s and Ms.

Denyes's premiums to continue healthcare coverage under COBRA for up to twelve months, and each of Ms.

Broadfoot and Ms.

Denyes will be entitled to acceleration of the time-based vesting provision of outstanding stock options for an additional twelve months following the date of separation.

The Consulting Agreements generally provide that Ms.

Broadfoot and Ms.

Denyes will provide consulting assistance and transition support to us for up to twelve months following the Transition Date, or September 30, 2027, which may be extended upon mutual agreement by us, on the one hand, and Ms.

Broadfoot or Ms.

Denyes, on the other.

The respective Consulting Agreement may be terminated by either us, Ms.

Broadfoot or Ms.

Denyes, as applicable, upon 15 days’ notice to the other party.

We will pay Ms.

Broadfoot and Ms.

Denyes an hourly rate for the services they provide under the Consulting Agreements.

Additionally, our board of directors approved extending the post-termination exercise periods of Ms.

Broadfoot’s and Ms.

Denyes's vested and outstanding stock options granted by us until three months following termination of their services under the Consulting Agreements.

Receipt of the foregoing benefits are contingent upon Ms.

Broadfoot and Ms.

Denyes satisfying certain customary conditions as required by their respective Separation Agreement.

The foregoing description of the Separation Agreements and the Consulting Agreements are only a summary of the terms thereof, do not purport to be complete and are each subject to, and qualified in their entirety by the complete text of the Separation Agreements and the Consulting Agreements, which we anticipate filing with our Quarterly Report on Form 10-Q for the three months ending September 30, 2026.

Appointment of new Chief Financial Officer

On August 7, 2026, our board of directors appointed Brandon Yaras, our Vice President, Finance, to succeed Ms.

Broadfoot as our Chief Financial Officer and designated him as our “principal financial officer” and “principal accounting officer,” each within the meaning of Rule 16a-1(f) under the Exchange Act, all effective as of October 1, 2026.

Yaras, age 40, has served as our Vice President, Finance since May 2022.

Yaras has nearly 20 years of corporate finance and accounting experience, having overseen internal and external SEC reporting, forecasting and valuation, Sarbanes-Oxley compliance, payroll and equity administration and accounts payable.

Prior to joining aTyr, from 2014 to 2022, he served as Director of Finance and Accounting for Arrowhead Pharmaceuticals, Inc., where he oversaw similar finance and accounting operations as well as procurement.

Prior to that, he was Manager of Financial Planning and Analysis for Tutor Perini Corporation from 2009 to 2014.

He began his career in the assurance practice at Deloitte & Touche LLP (Deloitte) and was an Audit Senior prior to leaving Deloitte.

Yaras holds a B.A.

in business economics with a minor in accounting from the University of California, Los Angeles and is a certified public accountant.

There are no understandings or arrangements between Mr.

Yaras and any other person pursuant to which he was appointed as our Chief Financial Officer, and there are no actual or proposed transactions between us and Mr.

Yaras or any related person that would require disclosure under Item 404(a) of Regulation S-K.

Yaras has no family relationship with any of our directors or executive officers.

In connection with Mr.

Yaras's appointment, we entered into an at-will employment offer letter with Mr.

Yaras, dated August 7, 2026 and effective as of October 1, 2026 (the Employment Offer Letter), pursuant to which Mr.

Yaras would become employed as the Chief Financial Officer of our company.

Pursuant to the Employment Offer Letter, Mr.

Yaras's annual base salary will be $350,000.

Yaras is also eligible for a discretionary bonus target of up to 40% of his base salary based upon certain performance achievement goals.

Pursuant to the Employment Offer Letter, Mr.

Yaras will continue to be eligible to participate in our annual equity incentive award grants and will be granted an option to purchase 410,000 shares of our common stock (the Option) under our 2015 Stock Option and Incentive Plan, as amended, and subject to the terms and conditions set forth in the applicable notice of the award, with an exercise price equal to the closing price per share of our common stock as reported on the Nasdaq Capital Market on October 1, 2026.

The Option is a non-qualified stock option and the shares subject to the Option will vest over a period of four years in equal monthly installments, subject to Mr.

Yaras's continued employment on the applicable vesting date.

We will also enter into our standard form of indemnification agreement with Mr.

In addition, Mr.

Yaras is eligible to participate in the Policy as in effect from time to time.

The purpose of the Policy is to

provide certain of our senior management employees with compensation and benefits in the event of a termination of employment without Cause or for Good Reason (as such terms are defined in the Policy).

The post-termination compensation and benefits under the Policy include (i) acceleration of time-based vesting provisions of outstanding equity awards that would have vested within 12 months of the termination, (ii) severance in a lump sum in the amount of 12 months of base salary, and (iii) monthly payment of the employer portion of group health care benefits under COBRA for up to 12 months after termination.

In addition, if the termination occurs within two months prior to or one year after the closing of a Sale Event (as defined in the Policy), then, in lieu of the benefits described above, the post-termination compensation and benefits under the Policy include (i) full acceleration of time-based vesting provisions of all outstanding equity awards, (ii) severance in a lump sum in the amount of 12 months of base salary, (iii) payment of the bonus target for the calendar year in which the termination occurred, and (iv) monthly payment of the employer portion of group health care benefits under COBRA for up to 12 months after termination.

In each case, receipt of any compensation or benefits under the Policy is subject to Mr.

Yaras’s execution of a severance agreement and release of claims.

The foregoing description of the Employment Offer Letter is only a summary of the terms thereof, does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Employment Offer Letter, which is attached hereto as Exhibit 10.2 and incorporated into this Item 5 under the heading “Departure of Directors or Certain Officers;

Election of Directors;

Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers—Appointment of new Chief Financial Officer” by reference.

The foregoing description of the Policy is only a summary of the terms thereof, does not purport to be complete and is subject to, and qualified in its entirety by the full text of the Policy, which we filed as Exhibit 10.16 to our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 30, 2016, and which was most recently described in our definitive proxy statement on Schedule 14A, filed with the SEC on March 26, 2026, and is incorporated into this Item 5 under the heading “Departure of Directors or Certain Officers;

Election of Directors;

Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers” by reference.

Index to Exhibits

11 unchanged sentences

Certificate of Amendment to Restated Certificate of Incorporation of the Registrant

Filed herewith

Amended and Restated Bylaws of the Registrant

4 unchanged sentences

2015 Stock Option and Incentive Plan, as amended

Employment Offer Letter by and between the Registrant and Brandon Yaras, dated August 7, 2026

Filed herewith

Termination Agreement dated July 30, 2026, entered between aTyr Pharma, Inc.

and Kyorin Pharmaceutical Co., Ltd.

July 31, 2026

Certification of Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

8 unchanged sentences

Furnished herewith

Incorporated by Reference

Exhibit Title

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document

7 unchanged sentences

aTyr Pharma, Inc.

August 7, 2026

/s/ Sanjay S.

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information