Filed Pursuant to Rule 424(b)(3)
Registration No. 333-248905
PROSPECTUS
Up to 3,000,000 Shares
Common Stock
This prospectus relates to the sale of up to 3,000,000 shares of
our common stock by Aspire Capital Fund, LLC (Aspire Capital).
Aspire Capital is also referred to in this prospectus as the
selling stockholder. The prices at which the selling stockholder
may sell the shares will be determined by the prevailing market
price for the shares or in negotiated transactions. We will not
receive proceeds from the sale of the shares by the selling
stockholder. However, we may receive proceeds of up to $20.0
million from the sale of our common stock to the selling
stockholder, pursuant to a common stock purchase agreement entered
into with the selling stockholder on September 11, 2020.
The selling stockholder is an “underwriter” within the meaning of
the Securities Act of 1933, as amended (Securities Act). We will
pay the expenses of registering these shares, but all selling and
other expenses incurred by the selling stockholder will be paid by
the selling stockholder.
Our common stock is listed on the Nasdaq Capital Market under the
symbol “LIFE”. On October 1, 2020 the last reported sale price of
our common stock was $3.28 per share.
You should read this prospectus and any
prospectus supplement, together with additional information
described under the headings “Incorporation of Certain
Information by Reference” and “Where You
Can Find More Information,” carefully before you invest in any of
our securities.
We are an “emerging growth company” as defined by the Jumpstart Our
Business Startups Act of 2012 and, as such, we have elected to
comply with certain reduced public company
reporting requirements for this prospectus and future filings.
Please see “Prospectus Summary – Implications of Being an
Emerging Growth Company and Smaller
Reporting Company.”
Investing in our common stock involves a high degree of risk. See
“Risk Factors”
beginning on page 6 of this prospectus and under similar headings
in the documents incorporated by reference into this
prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
The date of this prospectus is October 2, 2020
TABLE
OF CONTENTS
We incorporate by reference important information into this
prospectus. You may obtain the information incorporated by
reference without charge by following the instructions under “Where
You Can Find More Information.” You should carefully read this
prospectus as well as additional information described under
“Incorporation of Certain Information by Reference,” before
deciding to invest in our common stock.
Neither we nor the selling stockholder have authorized anyone to
provide you with additional information or information different
from that contained in this prospectus filed with the Securities
and Exchange Commission (the SEC). We take no responsibility for,
and can provide no assurance as to the reliability of, any other
information that others may give you. The selling stockholder is
offering to sell, and seeking offers to buy, our common stock only
in jurisdictions where offers and sales are permitted. The
information contained in this prospectus is accurate only as of the
date of this prospectus, regardless of the time of delivery of this
prospectus or any sale of shares of our common stock. Our business,
financial condition, results of operations and prospects may have
changed since that date.
For investors outside the United States: Neither we nor the selling
stockholder have done anything that would permit this offering or
possession or distribution of this prospectus in any jurisdiction
where action for that purpose is required, other than in the United
States. Persons outside the United States who come into possession
of this prospectus must inform themselves about, and observe any
restrictions relating to, the offering of the shares of common
stock and the distribution of this prospectus outside the United
States.
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PROSPECTUS
SUMMARY
The following summary highlights information contained or
incorporated by reference elsewhere in this prospectus and does not
contain all of the information that you should consider in making
your investment decision. Before investing in our common stock, you
should carefully read this entire prospectus, including our
financial statements and the related notes and other documents
incorporated by reference into this prospectus, as well as
the
information under the caption “Risk Factors” herein and under
similar headings in the other documents that are incorporated by
reference into this prospectus.
Except as otherwise indicated herein or as the context otherwise
requires, references in this prospectus to “aTyr,” the “company,”
“we,” “us” and “our” refer to aTyr Pharma, Inc., together with our
subsidiary, Pangu BioPharma Limited.
Company Overview
We are a biotherapeutics company engaged in the discovery and
development of innovative medicines based on novel immunological
pathways. We have concentrated our research and development efforts
on a newly discovered area of biology, the extracellular
functionality and signaling pathways of tRNA synthetases. Built on
more than a decade of foundational science on extracellular tRNA
synthetase biology and its effect on immune responses, we have
built a global intellectual property estate directed to a potential
pipeline of protein compositions derived from 20 tRNA synthetase
genes and their extracellular targets, such as neuropilin-2
(NRP2).
Our primary focus is on ATYR1923, a clinical stage product
candidate which downregulates immune responses by binding to the
NRP2 receptor and is in development for the treatment of
inflammatory lung diseases. ATYR1923, a fusion protein comprised of
the immuno-modulatory domain of histidyl tRNA synthetase (HARS)
fused to the fragment cystallizable (FC) region of a human
antibody, is a selective modulator of NRP2 that downregulates the
innate and adaptive immune response in inflammatory disease
states.
We began developing ATYR1923 as a potential therapeutic for
patients with interstitial lung diseases (ILDs), a group of
immune-mediated disorders that cause progressive fibrosis of the
lung tissue. We selected pulmonary sarcoidosis, a major form of
ILD, as our first clinical indication and are currently enrolling a
proof-of-concept Phase 1b/2a clinical trial in patients. The study
has been designed to evaluate the safety, tolerability and
immunogenicity of multiple doses of ATYR1923 and to evaluate
established clinical endpoints and certain biomarkers to assess
preliminary activity of ATYR1923. A blinded interim analysis of
safety and tolerability, the primary endpoint of our ongoing Phase
1b/2a clinical trial, showed study drug (ATYR1923 or placebo) was
observed to be generally well tolerated with no drug-related
serious adverse events (SAEs), consistent with the earlier Phase 1
study results in healthy volunteers. The final results of our
current Phase 1b/2a clinical trial will guide future development of
ATYR1923 in pulmonary sarcoidosis and provide insight for the
potential of ATYR1923 in other ILDs, such as connective tissue
disease ILD (CTD-ILD) and chronic hypersensitivity pneumonitis
(CHP).
In response to the COVID-19 pandemic, we are investigating
ATYR1923’s potential as a treatment for COVID-19 patients with
severe respiratory complications. The inflammatory lung injury
related to COVID-19 may be similar to that of interstitial lung
diseases. By targeting aberrant immune responses, we believe that
ATYR1923’s mechanism of action has substantial overlap with this
disease pathology and are currently enrolling a Phase 2 clinical
trial in COVID-19 patients with severe respiratory complications.
Our Phase 2 clinical trial is a randomized, double blind,
placebo-controlled study with ATYR1923 in 30 confirmed COVID-19
positive patients at up to 10 centers in the United States.
In January 2020, we entered into a license with Kyorin
Pharmaceutical Co., Ltd. (Kyorin) for the development and
commercialization of ATYR1923 for ILDs in Japan. Under the
collaboration and license agreement with Kyorin (the Kyorin
Agreement), Kyorin received an exclusive right to develop and
commercialize ATYR1923 in Japan for all forms of ILDs. We received
an $8.0 million upfront payment and we are eligible to receive an
additional $167.0 million in the aggregate upon achievement of
certain development, regulatory and sales milestones, as well as
tiered royalties ranging from the mid-single digits to mid-teens on
net sales in Japan. Under the terms of the Kyorin Agreement, Kyorin
will fund all research, development, regulatory, marketing and
commercialization activities in Japan.
In conjunction with our clinical development of ATYR1923, we have
in parallel been advancing our discovery pipeline of NRP2
antibodies and tRNA synthetases. NRP2 is a receptor that plays a
key role in lymphatic development and in regulating inflammatory
responses. In many forms of cancer, high NRP2 expression is
associated with worse outcomes. NRP2 can interact with multiple
ligands and coreceptors to influence their functional roles. We are
actively investigating NRP2 receptor biology, both internally and
in collaboration with key academic thought leaders, to identify new
product candidates for a variety of disease settings, including
cancer, inflammation, and lymphangiogenesis.
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In
March 2020, our subsidiary, Pangu BioPharma Limited (Pangu
BioPharma), together with the Hong Kong University of Science and
Technology (HKUST) was awarded a grant of approximately $750,000 to
build a high-throughput platform
for the development of bi-specific antibodies. The two-year project
is being funded by the Hong Kong government’s Innovation and
Technology Commission under the Partnership Research Program (PRP).
The PRP aims to support research and development
projects
undertaken by companies in collaboration with local universities
and public research institutions. The grant will fund approximately
50% of the total estimated project cost, with our company
contributing the remaining 50%. The research grant agreement
between Pangu BioPharma, HKUST and the Government of the Hong Kong
Special Administration was effective April 1, 2020.
Our continued research of tRNA synthetases is being conducted
through both industry and academic collaborations. In March 2019,
we entered into a research collaboration and option agreement, as
amended, with CSL Behring (CSL) for the development of product
candidates derived from up to four tRNA synthetases from our
preclinical pipeline. Under the terms of the collaboration, CSL is
obligated to fund all research and development activities and will
pay a total of $4.25 million per synthetase program ($17.0 million
if all four synthetase programs advance) in option fees based on
achievement of research milestones and CSL’s determination to
continue development.
The impact of the COVID-19 pandemic has been and will likely
continue to be extensive in many aspects of society, which has
resulted in and will likely continue to result in significant
disruptions to the global economy, as well as businesses and
capital markets around the world. Impacts to our business have
included the delay in enrollment of our Phase 1b/2a clinical trial
in patients with pulmonary sarcoidosis and the discontinuation of
some patients in that trial, temporary closures of portions of our
facilities and those of our licensees and collaborators,
disruptions or restrictions on our employee's ability to travel and
delays in certain research and development activities. Other
potential impacts to our business include, but are not limited to
disruptions to or delays in other clinical trials, third-party
manufacturing supply and other operations, the potential diversion
of healthcare resources away from the conduct of clinical trials to
focus on pandemic concerns, interruptions or delays in the
operations of the FDA or other regulatory authorities, and our
ability to raise capital and conduct business development
activities.
Risks Associated with Our Business
Investing in our securities involves substantial risk. The risks
described under the heading “Risk Factors” immediately following
this summary may cause us to not realize the full benefits of our
strengths or may cause us to be unable to successfully execute all
or part of our strategy. Some of the more significant challenges
include the following:
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We will
need to raise additional capital or enter into strategic partnering
relationships to fund our operations.
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We have incurred
significant losses since our inception and anticipate that we will
continue to incur significant losses for the foreseeable
future.
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We may encounter
substantial delays and other challenges in our clinical trials or
we may fail to demonstrate safety and efficacy to the satisfaction
of applicable regulatory authorities.
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If we are unable to
successfully complete or otherwise advance clinical development,
obtain regulatory or marketing approval for, or successfully
commercialize our therapeutic product candidates, including
ATYR1923, or experience significant delays in doing so, our
business will be materially harmed.
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Our current product
candidates and any other product candidates that we may develop
from our discovery engine represent novel therapeutic approaches,
which may cause significant delays or may not result in any
commercially viable drugs.
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Our therapeutic product
candidates may cause undesirable side effects or have other
properties that could delay or prevent their regulatory approval,
limit the commercial profile of an approved label, or result in
significant negative consequences following marketing approval, if
any.
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We depend on our
collaborations with Kyorin and CSL and may depend on collaborations
with additional third parties for the development and
commercialization of certain of our product candidates. If our
collaborations are not successful, we may not be able to capitalize
on the market potential of these product candidates.
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If we are unable to
obtain, maintain or protect intellectual property rights related to
our product candidates, or if the scope of such intellectual
property protection is not sufficiently broad, we may not be able
to compete effectively in our markets.
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Our
business could continue to be adversely affected by the effects of
the COVID-19 pandemic.
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Our future success depends on our
ability to retain key employees, consultants and advisors and to attract, retain
and motivate qualified personnel.
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Our executive officers,
directors, principal stockholders and their affiliates currently
own a significant percentage of our stock and will be able to exert
significant control over matters submitted to stockholders for
approval.
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Corporate Information
We were incorporated under the laws of the State of Delaware in
September 2005. In October 2007, we formed our Hong Kong
subsidiary, Pangu BioPharma. We hold 98% of the outstanding shares
of Pangu BioPharma, and a subsidiary of HKUST holds the remaining
outstanding shares.
Our principal executive office is located at 3545 John Hopkins
Court, Suite #250, San Diego, California 92121, and our telephone
number is (858) 731-8389. Our website address is www.atyrpharma.com and
we regularly post copies of our press release as well as additional
information about us on our website.
Our design logo, “aTyr,” and our other registered and common law
trade names, trademarks and service marks are the property of aTyr
Pharma, Inc.
The trademarks, trade names and service marks appearing in this
prospectus are the property of their respective owners. We do not
intend our use or display of other companies’ trademarks, trade
names or service marks to imply a relationship with, or endorsement
or sponsorship of us by, any other companies or products.
Implications of Being an Emerging Growth Company and Smaller
Reporting Company
We are an emerging growth company, as defined in the Jumpstart Our
Business Startups Act of 2012 (JOBS Act). For as long as we
continue to be an emerging growth company, we may take advantage of
exemptions from various reporting requirements that are applicable
to other public companies that are not emerging growth companies,
including not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act of 2002
(Sarbanes-Oxley Act), reduced disclosure obligations regarding
executive compensation in this prospectus and our periodic reports
and proxy statements and exemptions from the requirements of
holding nonbinding advisory votes on executive compensation and
stockholder approval of any golden parachute payments not
previously approved. We will cease to be an emerging growth company
on December 31, 2020. Even after we no longer qualify as an
emerging growth company, we may still qualify as a “smaller
reporting company” which would allow us to take advantage of many
of the same exemptions from disclosure requirements, including
reduced disclosure obligations regarding executive compensation in
our periodic reports and proxy statements and the inclusion of only
two years of audited financial statements and only two years of
related selected financial data and management’s discussion and
analysis of financial condition and results of operations
disclosure. Additionally, even if we no longer qualify as an
emerging growth company, as long as we are neither a “large
accelerated filer” nor an “accelerated filer,” we would not be
required to comply with the auditor attestation requirements of
Section 404 of the Sarbanes-Oxley Act. As a result, the information
that we provide to our stockholders may be different than you might
receive from other public reporting companies in which you hold
equity interests.
We cannot predict if investors will find our securities less
attractive because we may rely on these exemptions, which could
result in a less active trading market for our securities and
increased volatility in the price of our securities.
3
The
Offering
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Common stock being offered by the selling stockholder
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Up to 3,000,000 shares
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Common stock outstanding
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9,383,425 shares (as of June 30, 2020)
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Use of proceeds
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The selling stockholder will receive all of the proceeds from the
sale of the shares offered for sale by it under this prospectus. We
will not receive proceeds from the sale of the shares by the
selling stockholder. However, we may receive up to $20.0 million in
proceeds from the sale of our common stock to the selling
stockholder under the common stock purchase agreement described
below. We expect that proceeds that we receive under the common
stock purchase agreement will be used for working capital and
general corporate purposes.
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Nasdaq Capital Market symbol
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“LIFE”
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Risk factors
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Investing in our common stock involves a high degree of
risk. You should carefully review and consider the “Risk
Factors” section of this prospectus beginning on page 6 and the
other information included in this prospectus and incorporated by
reference herein for a discussion of factors to consider before
deciding to invest in shares of our common stock.
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The number of shares of common stock outstanding as of June 30,
2020 excludes:
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685,993 shares of common
stock issuable upon the exercise of stock options outstanding as of
June 30, 2020, with a weighted average exercise price of $21.29 per
share;
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7,677 shares of common
stock issuable upon the vesting and settlement of restricted stock
units outstanding as of June 30, 2020;
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13,904 shares of common
stock issuable upon the exercise of warrants outstanding as of June
30, 2020, with a weighted average exercise price of $64.95 per
share;
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272,204 shares of common
stock reserved for future issuance under our 2015 Stock Option and
Incentive Plan (2015 Plan) as of June 30, 2020; and
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76,917 shares of common
stock reserved for future issuance under our 2015 Employee Stock
Purchase Plan (ESPP) as of June 30, 2020.
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Unless otherwise indicated, all information contained in this
prospectus assumes no exercise of the outstanding options or
warrants and no settlement of the outstanding restricted stock
units described above.
Purchase Agreement with Aspire Capital
On September
11, 2020, we entered into a common stock purchase agreement (the
Purchase Agreement), with Aspire Capital Fund, which provides that,
upon the terms and subject to the conditions and limitations set
forth therein, Aspire Capital is committed to purchase up to an
aggregate of $20.0 million of shares of our common stock over the
30-month term of the Purchase Agreement. Concurrently with entering
into the Purchase Agreement, we also entered into a registration
rights agreement with Aspire Capital (the Registration Rights
Agreement) in which we agreed to file one or more registration
statements, including the registration statement to
4
which this prospectus
relates,
as permissible and necessary to register under
the Securities Act, the sale of the shares of our common stock that
have been and may be issued to Aspire Capital under the Purchase
Agreement.
As of October 1, 2020, there were 10,007,792 shares of our common
stock outstanding, excluding the 3,000,000 shares offered hereby
that may be issuable to Aspire Capital pursuant to the Purchase
Agreement. If all of such 3,000,000 shares of our common stock
offered hereby were issued and outstanding as of the date hereof,
such shares would represent 23.06% of the total common stock
outstanding as of October 1, 2020. The number of shares of our
common stock ultimately offered for sale by Aspire Capital is
dependent upon the number of shares purchased by Aspire Capital
under the Purchase Agreement.
The aggregate number of shares that we may issue to Aspire Capital
under the Purchase Agreement may in no case exceed 1,987,474 shares
of our common stock (which is equal to 19.99% of the common stock
outstanding on the date of the Purchase Agreement) unless (i)
stockholder approval is obtained to issue more, in which case this
1,987,474 share limitation will not apply, or (ii) stockholder
approval has not been obtained and at any time the 1,987,474 share
limitation is reached and at all times thereafter the average price
paid for all shares issued under the Purchase Agreement is equal to
or greater than $3.83, referred to as the Minimum Price; provided
that at no one point in time shall Aspire Capital (together with
its affiliates) beneficially own more than 19.99% of our common
stock.
Pursuant to the Purchase Agreement and the Registration Rights
Agreement, we are registering 3,000,000 shares of our common stock
under the Securities Act that we may issue to Aspire Capital after
the date of this prospectus. All 3,000,000 shares of common stock
are being offered pursuant to this prospectus. If we elect to sell
more than the 3,000,000 shares of common stock offered hereby, we
must first register under the Securities Act the sale by Aspire
Capital of such additional shares.
On October 1, 2020, the conditions necessary for purchases under
the Purchase Agreement to commence were satisfied. On any trading
day on which the closing sale price of our common stock exceeds
$0.25, we have the right, in our sole discretion, to present Aspire
Capital with a purchase notice (each, a Purchase Notice), directing
Aspire Capital (as principal) to purchase up to 100,000 shares of
our common stock (not to exceed $1,000,000 worth of shares) per
trading day, up to $20.0 million of our common stock in the
aggregate at a per share price (the Purchase Price) calculated by
reference to the prevailing market price of our common stock (as
more specifically described below in the section titled “The Aspire
Capital Transaction”).
In addition, on any date on which we submit a Purchase Notice for
100,000 shares to Aspire Capital, we also have the right, in our
sole discretion, to present Aspire Capital with a volume-weighted
average price purchase notice (each, a VWAP Purchase Notice)
directing Aspire Capital to purchase an amount of stock equal to up
to 30% of the aggregate shares of our common stock traded on the
Nasdaq Capital Market on the next trading day (the VWAP Purchase
Date), subject to a maximum number of shares we may determine (the
VWAP Purchase Share Volume Maximum) and a minimum trading price
(the VWAP Minimum Price Threshold) (as more specifically described
below). The purchase price per Purchase Share pursuant to such VWAP
Purchase Notice (the VWAP Purchase Price) is calculated by
reference to the prevailing market price of our common stock (as
more specifically described below in the section titled “The Aspire
Capital Transaction”).
The Purchase Agreement provides that we and Aspire Capital shall
not effect any sales under the Purchase Agreement on any purchase
date where the closing sale price of our common stock is less than
$0.25 per share (the Floor Price). There are no trading volume
requirements or restrictions under the Purchase Agreement, and we
will control the timing and amount of any sales of our common stock
to Aspire Capital. Aspire Capital has no right to require any sales
by us, but is obligated to make purchases from us as we direct in
accordance with the Purchase Agreement. There are no limitations on
use of proceeds, financial or business covenants, restrictions on
future financings, rights of first refusal, participation rights,
penalties or liquidated damages in the Purchase Agreement. Aspire
Capital may not assign its rights or obligations under the Purchase
Agreement. The Purchase Agreement may be terminated by us at any
time effective upon one business day prior notice, at our
discretion, without any cost to us.
5
RISK
FACTORS
Investing in our common stock involves a high degree of risk. You
should consider carefully the following risks and uncertainties as
well as the risks and uncertainties described in the section
entitled “Risk Factors” contained in our Annual Report on Form 10-K
for the year ended December 31, 2019, as filed with the SEC on
March 26, 2020, as well as in our subsequent Quarterly and Current
Reports filed with the SEC, which descriptions are incorporated
into this prospectus by reference in their entirety, as well as in
any prospectus supplement hereto. These risks and uncertainties are
not the only risks and uncertainties we face. Additional risks and
uncertainties not currently known to us, or that we currently view
as immaterial, may also impair our business. If any of the risks or
uncertainties described in our SEC filings or any additional risks
and uncertainties actually occur, our business, financial
condition, results of operations and cash flow could be materially
and adversely affected. In that case, the trading price of our
common stock could decline and you might lose all or part of your
investment. You should carefully consider the following information
about risks, together with the other information contained in this
prospectus, before making an investment in our common stock.
We will need to raise substantial additional capital in the future
to fund our operations and we may be unable to raise such funds
when needed and on acceptable terms.
We will need to raise substantial additional capital in the future
to fund our operations. The extent to which we utilize the Purchase
Agreement with Aspire Capital as a source of funding will depend on
a number of factors, including the prevailing market price of our
common stock, the volume of trading in our common stock and the
extent to which we are able to secure funds from other sources. The
number of shares that we may sell to Aspire Capital under the
Purchase Agreement on any given day and during the term of the
Purchase Agreement is limited. See “The Aspire Capital Transaction”
for additional information. Additionally, we and Aspire Capital may
not effect any sales of shares of our common stock under the
Purchase Agreement during the continuance of an event of default or
on any trading day that the closing sale price of our common stock
is less than $0.25 per share. Even if we are able to access the
full $20.0 million under the Purchase Agreement, we will still need
additional capital to fully implement our business, operating and
development plans.
The sale of our common stock to Aspire Capital may cause
substantial dilution to our existing stockholders and the sale of
the shares of common stock acquired by Aspire Capital could cause
the price of our common stock to decline.
We are registering for sale up to 3,000,000 shares that we may sell
to Aspire Capital from time to time under the Purchase Agreement.
It is anticipated that shares registered in this offering will be
sold over a period of up to approximately 30 months from the date
of commencement. The number of shares ultimately offered for sale
by Aspire Capital under this prospectus is dependent upon the
number of shares we elect to sell to Aspire Capital under the
Purchase Agreement. Depending on a variety of factors, including
market liquidity of our common stock, the sale of shares under the
Purchase Agreement may cause the trading price of our common stock
to decline.
Aspire Capital may ultimately purchase all, some or none of the
3,000,000 shares of common stock that is the subject of this
prospectus. Aspire Capital may sell all, some or none of our shares
that it holds or comes to hold under the Purchase Agreement. Sales
by us to Aspire Capital of shares pursuant to the Purchase
Agreement may result in dilution to the interests of other holders
of our common stock. The sale of a substantial number of shares of
our common stock by Aspire Capital in this offering, or
anticipation of such sales, could cause the trading price of our
common stock to decline or make it more difficult for us to sell
equity or equity-related securities in the future at a time and at
a price that we might otherwise desire.
Management will have broad discretion as to the use of the proceeds
from sales of shares to Aspire Capital, and may not use the
proceeds effectively.
This prospectus relates to shares of our common stock that may be
offered and sold from time to time by Aspire Capital. We will not
receive any proceeds upon the sale of shares by Aspire Capital.
However, we may receive gross proceeds of up to $20.0 million from
the sale of shares under the Purchase Agreement to Aspire Capital.
Our anticipated use of net proceeds from the sale of our common
stock to Aspire Capital under the Purchase Agreement represents our
intentions based upon our current plans and business
conditions. Because we have not designated the amount of net
proceeds from this offering to be used for any particular purpose,
our management will have broad discretion as to the application of
the net proceeds from this offering and could use them for purposes
other than those contemplated at the time of the offering. Our
management may use the net proceeds for corporate purposes that may
not improve our financial condition or market value.
We do not intend to pay dividends on our common stock, and
therefore any returns will be limited to the value of our
stock.
We have
never declared or paid any cash dividends on our common stock. We
anticipate that we will retain future earnings for the development,
operation and expansion of our business and do not anticipate
declaring or paying any cash dividends for the foreseeable future.
Any return to stockholders will therefore be limited to the
appreciation of their stock. Any future determination
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related to dividend policy will be made at the discretion of our
board
of directors and will depend upon, among other factors, our results
of operations, financial condition, capital requirements, tax
considerations, legal or contractual restrictions, business
prospects, the requirements of current or then-existing debt
instruments,
general economic conditions and other factors our board of
directors may deem relevant.
7
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents
incorporated by reference herein contain forward-looking
statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act of 1934, as
amended (the Exchange Act). Any statements about our expectations,
beliefs, plans, objectives, assumptions or future events or
performance are not historical facts and may be forward-looking.
These statements are often, but are not always, made through the
use of words or phrases such as “may,” “will,” “could,” “should,”
“expects,” “intends,” “plans,” “anticipates,” “believes,”
“estimates,” “predicts,” “projects,” “potential,” “continue,” and
similar expressions, or the negative of these terms, or similar
expressions. Accordingly, these statements involve estimates,
assumptions, risks and uncertainties which could cause actual
results to differ materially from those expressed in them. Any
forward-looking statements are qualified in their entirety by
reference to the factors discussed throughout this prospectus, and
in particular those factors referenced in the section “Risk
Factors.”
This prospectus and the documents incorporated by reference herein
contain forward-looking statements that are based on our
management’s belief and assumptions and on information currently
available to our management. These statements relate to future
events or our future financial performance, and involve known and
unknown risks, uncertainties and other factors that may cause our
actual results, levels of activity, performance or achievements to
be materially different from any future results, levels of
activity, performance or achievements expressed or implied by these
forward-looking statements. Moreover, we operate in a very
competitive and rapidly changing environment. New risks emerge from
time to time. It is not possible for our management to predict all
risks, nor can we assess the impact of all factors on our business
or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in
any forward-looking statements we may make. Given these
uncertainties, you should not place undue reliance on these
forward-looking statements. Forward-looking statements include, but
are not limited to, statements about:
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the success, cost and
timing of our clinical trials and whether the results of our trials
will be sufficient to support U.S. or foreign regulatory
approvals;
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the results and timing
of our clinical trials of ATYR1923;
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the impact of the
COVID-19 pandemic on our ATYR1923 Phase 1b/2a clinical trial in
patients with pulmonary sarcoidosis and any resulting cost
increases as a result of the COVID-19 pandemic;
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whether our existing
capital resources will be sufficient to enable us to complete any
particular portion of our planned clinical development of our
product candidates or support our operations through particular
time periods;
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the potential benefits
of our collaborations with Kyorin and CSL;
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the likelihood and
timing of regulatory approvals for our product
candidates;
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our ability to identify
and discover additional product candidates;
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our ability to obtain,
maintain, defend and enforce intellectual property rights
protecting our product candidates;
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our estimates of our
expenses, ongoing losses, future revenue, capital requirements and
our needs for or ability to obtain additional financing;
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the performance of
third-party service providers and independent contractors upon whom
we rely to conduct our clinical trial and to manufacture our
product candidates or certain components of our product
candidates;
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our ability to develop
sales and marketing capabilities or to enter into strategic
partnerships to develop and commercialize our product
candidates;
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the timing and success
of the commercialization of our product candidates;
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the rate and degree of
market acceptance of our product candidates;
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the size and growth of
the potential markets for our product candidates and our ability to
serve those markets;
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regulatory
developments in the United States and foreign countries;
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the success of competing
therapies that are or may become available;
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our ability to attract
and retain key scientific, medical or management
personnel;
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our ability to sell
shares of common stock to Aspire Capital pursuant to the terms of
the Purchase Agreement and our ability to register and maintain the
registration of shares issuable thereunder; and
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our anticipated use of
the net proceeds from the potential sale of shares of our common
stock to Aspire Capital.
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These forward-looking statements are neither promises nor
guarantees of future performance due to a variety of risks and
uncertainties, many of which are beyond our control, which could
cause actual results to differ materially from those indicated by
these forward-looking statements, including, without limitation:
the possibility that we may experience slower than expected
clinical site initiation or slower than expected identification and
enrollment of evaluable patients; the potential for delays or
problems in analyzing data or the need for additional analysis,
data or patients; the potential that future pre-clinical and
clinical results may not support further development of our product
candidates; the potential for unexpected adverse events in the
conduct of one of our clinical trials to impact our ability to
continue the clinical trial or further development of a product
candidate; the risk that we may encounter other unexpected hurdles
or issues in the development and manufacture of our product
candidates that may impact our cost, timing or progress, as well as
those risks more fully discussed in the “Risk Factors” section in
this prospectus and the documents incorporated by reference
herein.
Given these uncertainties, readers should not place undue reliance
on our forward-looking statements. You
should read this prospectus, the documents incorporated by
reference herein and the documents that we have filed as exhibits
to the registration statement to which this prospectus relates
completely and with the understanding that our actual future
results may be materially different from what we expect. We qualify
all of the forward-looking statements in this prospectus and the
documents incorporated by reference herein by these cautionary
statements. Except as required by law, we undertake no obligation
to publicly update any forward-looking statements, whether as a
result of new information, future events or otherwise.
9
DIVIDEND
POLICY
We have never declared or paid cash dividends on our capital stock.
We currently intend to retain all available funds and any future
earnings, if any, to fund the development and expansion of our
business and we do not anticipate paying any cash dividends in the
foreseeable future. In addition, pursuant to the Loan Agreement, we
are restricted from paying cash dividends without the consent of
the Lenders and future debt instruments may materially restrict our
ability to pay dividends on our common stock. Any future
determination related to dividend policy will be made at the
discretion of our board of directors and will depend upon, among
other factors, our results of operations, financial condition,
capital requirements, tax considerations, legal or contractual
restrictions, business prospects, the requirements of current or
then-existing debt instruments, general economic conditions and
other factors our board of directors may deem relevant.
10
THE
ASPIRE CAPITAL TRANSACTION
General
On September 11, 2020, we entered into the Purchase Agreement,
which provides that, upon the terms and subject to the conditions
and limitations set forth therein, Aspire Capital is committed to
purchase up to an aggregate of $20.0 million of our shares of
common stock over the term of the Purchase Agreement. Concurrently
with entering into the Purchase Agreement, we also entered into the
Registration Rights Agreement, in which we agreed to file one or
more registration statements as permissible and necessary to
register under the Securities Act, the sale of the shares of our
common stock that have been and may be issued to Aspire Capital
under the Purchase Agreement.
As of October 1, 2020, there were 10,007,792 shares of our common
stock outstanding, excluding the 3,000,000 shares offered hereby
that may be issuable to Aspire Capital pursuant to the Purchase
Agreement. If all of such 3,000,000 shares of our common stock
offered hereby were issued and outstanding as of October 1, 2020,
such shares would represent 23.06% of the total common stock
outstanding. The number of shares of our common stock ultimately
offered for sale by Aspire Capital is dependent upon the number of
shares purchased by Aspire Capital under the Purchase
Agreement.
The aggregate number of shares that we may issue to Aspire Capital
under the Purchase Agreement may in no case exceed 1,987,474 shares
of our common stock (which is equal to 19.99% of the common stock
outstanding on the date of the Purchase Agreement) unless (i)
stockholder approval is obtained to issue more, in which case this
1,987,474 share limitation will not apply, or (ii) stockholder
approval has not been obtained and at any time the 1,987,474 share
limitation is reached and at all times thereafter the average price
paid for all shares issued under the Purchase Agreement is equal to
or greater than $3.83, referred to as the Minimum Price; provided
that at no one point in time shall Aspire Capital (together with
its affiliates) beneficially own more than 19.99% of our common
stock.
Pursuant to the Purchase Agreement and the Registration Rights
Agreement, we are registering 3,000,000 shares of our common stock
under the Securities Act which we may issue to Aspire Capital after
the date of this prospectus. All 3,000,000 shares of common stock
are being offered pursuant to this prospectus. Under the Purchase
Agreement, we have the right but not the obligation to issue more
than the 3,000,000 shares of common stock included in this
prospectus to Aspire Capital under some circumstances. If we elect
to sell more than the 3,000,000 shares of common stock offered
hereby, we must first register under the Securities Act the sale by
Aspire Capital of any such additional shares.
On October 1, 2020, the conditions necessary for purchases under
the Purchase Agreement to commence were satisfied. On any trading
day on which the closing sale price of our common stock is not less
than $0.25 per share, we have the right, in our sole discretion, to
present Aspire Capital with a Purchase Notice, directing Aspire
Capital (as principal) to purchase up to 100,000 shares of our
common stock per business day, up to $20.0 million of our common
stock in the aggregate over the term of the Purchase Agreement, at
a Purchase Price calculated by reference to the prevailing market
price of our common stock over the preceding 10-business day period
(as more specifically described below); however, no sale pursuant
to a Purchase Notice may exceed $1,000,000 per trading day.
In addition, on any date on which we submit a Purchase Notice for
100,000 shares to Aspire Capital, we also have the right, in our
sole discretion, to present Aspire Capital with a VWAP Purchase
Notice directing Aspire Capital to purchase an amount of stock
equal to up to 30% of the aggregate shares of our common stock
traded on the Nasdaq Capital Market on the next trading day,
subject to the VWAP Purchase Share Volume Maximum and the VWAP
Minimum Price Threshold. The VWAP Purchase Price is calculated by
reference to the prevailing market price of our common stock (as
more specifically described below).
The Purchase Agreement provides that we and Aspire Capital shall
not effect any sales under the Purchase Agreement on any purchase
date where the closing sale price of our common stock is less than
the Floor Price. There are no trading volume requirements or
restrictions under the Purchase Agreement, and we will control the
timing and amount of any sales of our common stock to Aspire
Capital. Aspire Capital has no right to require any sales by us,
but is obligated to make purchases from us as we direct in
accordance with the Purchase Agreement. There are no limitations on
use of proceeds, financial or business covenants, restrictions on
future financings, rights of first refusal, participation rights,
penalties or liquidated damages in the Purchase Agreement.
Aspire Capital may not assign its rights or obligations under the
Purchase Agreement. The Purchase Agreement may be terminated by us
at any time, at our discretion, without any cost to us.
Purchase of Shares under the Purchase Agreement
Under the Purchase Agreement, on any trading day selected by us on
which the closing sale price of our common stock exceeds $0.25 per
share, we may direct Aspire Capital to purchase up to 100,000
shares of our common stock per trading day. The Purchase Price of
such shares is equal to the lesser of:
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the
lowest sale price of our common stock on the purchase date;
or
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the average of the three lowest closing sale prices for our common
stock during the ten consecutive trading days ending on the trading
day immediately preceding the purchase date.
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In addition, on any date on which we submit a Purchase Notice to
Aspire Capital for the purchase of up to 100,000 shares, we also
have the right to direct Aspire Capital to purchase an amount of
stock equal to up to 30% of the aggregate shares of our common
stock traded on the Nasdaq Capital Market on the next trading day,
subject to the VWAP Purchase Share Volume Maximum and the VWAP
Minimum Price Threshold, which is equal to the greater of (a) 80%
of the closing price of our common stock on the business day
immediately preceding the VWAP Purchase Date or (b) such higher
price as set forth by us in the VWAP Purchase Notice. The VWAP
Purchase Price of such shares is the lower of:
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the closing sale price on the VWAP Purchase Date; or
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97% of the volume-weighted average price for our common stock
traded on the Nasdaq Capital Market:
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on the VWAP Purchase Date, if the aggregate shares to be purchased
on that date have not exceeded the VWAP Purchase Share Volume
Maximum or
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during that portion of the VWAP Purchase Date until such time as
the sooner to occur of (i) the time at which the aggregate shares
traded on the Nasdaq Capital Market exceed the VWAP Purchase Share
Volume Maximum or (ii) the time at which the sale price of our
common stock falls below the VWAP Minimum Price Threshold.
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The Purchase Price will be adjusted for any reorganization,
recapitalization, non-cash dividend, stock split, or other similar
transaction occurring during the trading day(s) used to compute the
Purchase Price. We may deliver multiple Purchase Notices and VWAP
Purchase Notices to Aspire Capital from time to time during the
term of the Purchase Agreement, so long as the most recent purchase
has been completed.
Minimum Share Price
Under the Purchase Agreement, we and Aspire Capital may not effect
any sales of shares of our common stock under the Purchase
Agreement on any trading day that the closing sale price of our
common stock is less than $0.25 per share.
Events of Default
Generally, Aspire Capital may terminate the Purchase Agreement upon
the occurrence of any of the following, among other, events of
default:
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the effectiveness of any registration statement that is required to
be maintained effective pursuant to the terms of the Registration
Rights Agreement between us and Aspire Capital lapses for any
reason (including, without limitation, the issuance of a stop
order) or is unavailable to Aspire Capital for sale of our shares
of common stock, and such lapse or unavailability continues for a
period of ten consecutive business days or for more than an
aggregate of 30 business days in any 365-day period, which is not
in connection with a post-effective amendment to any such
registration statement or the filing of a new registration
statement; provided, however, that in connection with any
post-effective amendment to such registration statement or filing
of a new registration statement that is required to be declared
effective by the SEC such lapse or unavailability may continue for
a period of no more than 30 consecutive business days, which such period shall be extended for an
additional 30 business days if we receive a comment letter from the
SEC in connection therewith;
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the suspension from trading or failure of our common stock to be
listed on our principal market for a period of three consecutive
business days;
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the delisting of our common stock from our principal market,
provided our common stock is not immediately thereafter trading on
the New York Stock Exchange, the NYSE American, the Nasdaq Capital
Market, the Nasdaq Global Select Market or the Nasdaq Global
Market;
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our transfer agent’s failure to issue to Aspire Capital shares of
our common stock which Aspire Capital is entitled to receive under
the Purchase Agreement within five business days after an
applicable purchase date;
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any breach by us of the representations or warranties or covenants
contained in the Purchase Agreement or any related agreements which
could have a material adverse effect on us, subject to a cure
period of five business days;
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if we become insolvent or are generally unable to pay our debts as
they become due; or
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if we become a party to insolvency or bankruptcy proceedings by or
against us.
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Our
Termination Rights
The Purchase Agreement may be terminated by us at any time, at our
discretion, without any penalty or cost to us.
No Short-Selling or Hedging by Aspire Capital
Aspire Capital has agreed that neither it nor any of its agents,
representatives and affiliates shall engage in any direct or
indirect short-selling or hedging of our common stock during any
time prior to the termination of the Purchase Agreement.
Effect of Performance of the Purchase Agreement on Our
Stockholders
The Purchase Agreement does not limit the ability of Aspire Capital
to sell any or all of the 3,000,000 shares registered in this
offering. It is anticipated that shares registered in this offering
will be sold over a period of up to approximately 30 months from
the date of commencement. The sale by Aspire Capital of a
significant amount of shares registered in this offering at any
given time could cause the market price of our common stock to
decline and/or to be highly volatile. Aspire Capital may ultimately
purchase all, some or none of the 3,000,000 shares of common stock
not yet issued but registered in this offering. After it has
acquired such shares, it may sell all, some or none of such shares.
Therefore, sales to Aspire Capital by us pursuant to the Purchase
Agreement also may result in substantial dilution to the interests
of other holders of our common stock. However, we have the right to
control the timing and amount of any sales of our shares to Aspire
Capital and the Purchase Agreement may be terminated by us at any
time at our discretion without any penalty or cost to us.
Percentage of Outstanding Shares after Giving Effect to the
Purchased Shares Issued to Aspire Capital
In connection with entering into the Purchase Agreement, we
authorized the sale to Aspire Capital of up to $20.0 million of our
shares of common stock. However, we estimate that we will sell no
more than 3,000,000 shares to Aspire Capital under the Purchase
Agreement, all of which are included in this offering. Subject to
any required approval by our board of directors, we have the right
but not the obligation to issue more than the 3,000,000 shares
included in this prospectus to Aspire Capital under the Purchase
Agreement under some circumstances. In the event we elect to issue
more than 3,000,000 shares under the Purchase Agreement, we will be
required to register the resale by Aspire Capital of such
additional shares. The number of shares ultimately offered for sale
by Aspire Capital in this offering is dependent upon the number of
shares purchased by Aspire Capital under the Purchase Agreement.
The following table sets forth the number and percentage of
outstanding shares to be held by Aspire Capital after giving effect
to the sale of shares of common stock sold to Aspire Capital at
varying purchase prices, but assuming that we will not sell in
excess of 1,987,474 shares of our common stock (which is
equal to 19.99% of the common stock outstanding on the date of the
Purchase Agreement) unless the average price paid for all
shares issued under the Purchase Agreement is equal to or
greater than $3.83 per share:
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Assumed Average Purchase Price
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Proceeds from the Sale of Shares to Aspire Capital Under the
Purchase Agreement Registered in this Offering
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Number of Shares to be Issued in this Offering at the Assumed
Average Purchase Price
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Total Number of Outstanding Shares After Giving Effect to the
Shares Issued to Aspire Capital(1)
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Percentage of Outstanding Shares After Giving Effect to the
Purchased Shares Issued to Aspire Capital(2)
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$
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3.00
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$
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5,962,422
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1,987,474
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11,929,814
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16.66%
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$
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4.00
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$
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20,000,000
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5,000,000
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14,942,340
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33.46%
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$
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5.00
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$
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20,000,000
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4,000,000
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13,942,340
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28.69%
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$
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10.00
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$
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20,000,000
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2,000,000
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11,942,340
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16.75%
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(1)
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Based on 9,942,340 shares of common stock outstanding as of
September 11, 2020 (the date of the Purchase Agreement) and the
assumed number of shares set forth in the preceding adjacent column
that we would have sold to Aspire Capital.
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(2)
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The numerator is the number of shares
set forth in the column titled, “Number of Shares to be Issued in
this Offering at the Assumed Average Purchase Price.” The
denominator is set forth in the preceding adjacent column. Pursuant
to the terms of the Purchase Agreement, at no one point in
time may Aspire Capital (together with its affiliates) beneficially
own more than 19.99% of our common stock.
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USE
OF PROCEEDS
This prospectus relates to shares of our common stock that may be
offered and sold from time to time by Aspire Capital. We will not
receive any proceeds upon the sale of shares by Aspire Capital.
However, we may receive gross proceeds of up to $20.0 million from
the sale of shares under the Purchase Agreement to Aspire Capital.
We anticipate that the proceeds from any sales of shares to Aspire
Capital under the Purchase Agreement will be used for working
capital and general corporate purposes. This anticipated use of net
proceeds from the sale of our common stock to Aspire Capital under
the Purchase Agreement represents our intentions based upon our
current plans and business conditions.
SELLING STOCKHOLDER
The selling stockholder may from time to time offer and sell any or
all of the shares of our common stock set forth below pursuant to
this prospectus. When we refer to the “selling stockholder” in this
prospectus, we mean the entity listed in the table below, and its
respective pledgees, donees, permitted transferees, assignees,
successors and others who later come to hold any of the selling
stockholder’s interests in shares of our common stock other than
through a public sale.
The following table sets forth, as of the date of this prospectus,
the name of the selling stockholder for whom we are registering
shares for sale to the public, the number of shares of common stock
beneficially owned by the selling stockholder prior to this
offering, the total number of shares of common stock that the
selling stockholder may offer pursuant to this prospectus and the
number of shares of common stock that the selling stockholder will
beneficially own after this offering. Except as noted below, the
selling stockholder does not have, or within the past three years
has not had, any material relationship with us or any of our
predecessors or affiliates and the selling stockholder is not or
was not affiliated with registered broker-dealers.
Based on the information provided to us by the selling stockholder,
assuming that the selling stockholder sells all of the shares of
our common stock beneficially owned by it that have been registered
by us and does not acquire any additional shares during the
offering, the selling stockholder will not own any shares, as
reflected in the column entitled “Beneficial Ownership After This
Offering.” We cannot advise you as to whether the selling
stockholder will in fact sell any or all of such shares of common
stock. In addition, the selling stockholder may have sold,
transferred or otherwise disposed of, or may sell, transfer or
otherwise dispose of, at any time and from time to time, the shares
of our common stock in transactions exempt from the registration
requirements of the Securities Act after the date on which it
provided the information set forth in the table below.
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Beneficial Ownership After this Offering (1)
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Name
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Shares of Common Stock Owned Prior to this Offering
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Additional Shares of Common Stock Being Offered
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Number of Shares
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%
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Aspire Capital Fund, LLC (2)
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225,000 (3)
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3,000,000
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225,000
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1.7%
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(1)Assumes the sale of all shares of common stock registered
pursuant to this prospectus, although the selling stockholder is
under no obligation known to us to sell any shares of common stock
at this time.
(2)Aspire Capital Partners LLC (Aspire Partners) is the Managing
Member of Aspire Capital Fund LLC (Aspire Fund). SGM Holdings Corp
(SGM) is the Managing Member of Aspire Partners. Mr. Steven G.
Martin (Mr. Martin) is the president and sole shareholder of SGM,
as well as a principal of Aspire Partners. Mr. Erik J. Brown (Mr.
Brown) is the president and sole shareholder of Red Cedar Capital
Corp (Red Cedar), which is a principal of Aspire Partners. Mr.
Christos Komissopoulos (Mr. Komissopoulos) is president and sole
shareholder of Chrisko Investors Inc. (Chrisko), which is a
principal of Aspire Partners. Mr. William F. Blank, III (Mr. Blank)
is president and sole shareholder of WML Ventures Corp. (WML
Ventures), which is a principal of Aspire Partners. Each of Aspire
Partners, SGM, Red Cedar, Chrisko, WML Ventures, Mr. Martin, Mr.
Brown, Mr. Komissopoulos and Mr. Blank may be deemed to be a
beneficial owner of common stock held by Aspire Fund. Each of
Aspire Partners, SGM, Red Cedar, Chrisko, WML Ventures, Mr. Martin,
Mr. Brown, Mr. Komissopoulos and Mr. Blank disclaims beneficial
ownership of the common stock held by Aspire Fund.
(3)Represents shares of our common stock beneficially owned by
Aspire Capital as of October 1, 2020.
PLAN OF DISTRIBUTION
The common stock offered by this prospectus is being offered by
Aspire Capital, the selling stockholder. The common stock may be sold or distributed from
time to time by the selling stockholder directly to one or more
purchasers or through brokers, dealers, or underwriters who may act
solely as agents at market prices prevailing at the time of sale,
at prices related to the prevailing market prices, at negotiated
prices, or at fixed prices, which may be changed. The sale of the
common stock offered by this prospectus may be effected in one or
more of the following methods:
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ordinary
brokers’ transactions;
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transactions involving cross or block trades;
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through brokers, dealers, or underwriters who may act solely as
agents;
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“at the market” into an existing market for the common stock;
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in other ways not involving market makers or established business
markets, including direct sales to purchasers or sales effected
through agents;
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in privately negotiated transactions; or
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any combination of the foregoing.
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In order to comply with the securities laws of certain states, if
applicable, the shares may be sold only through registered or
licensed brokers or dealers. In addition, in certain states, the
shares may not be sold unless they have been registered or
qualified for sale in the state or an exemption from the
registration or qualification requirement is available and complied
with.
The selling stockholder may transfer the shares of common stock by
other means not described in this prospectus.
Brokers, dealers, underwriters, or agents participating in the
distribution of the shares as agents may receive compensation in
the form of commissions, discounts, or concessions from the selling
stockholder and/or purchasers of the common stock for whom the
broker-dealers may act as agent. Aspire Capital has informed us
that each such broker-dealer will receive commissions from Aspire
Capital which will not exceed customary brokerage commissions.
The selling stockholder and its affiliates have agreed not to
engage in any direct or indirect short selling or hedging of our
common stock during the term of the Purchase Agreement.
The selling stockholder is an “underwriter” within the meaning of
the Securities Act. We have agreed to provide indemnification and
contribution to the selling stockholder against certain civil
liabilities, including liabilities under the Securities Act.
Aspire Capital has agreed to indemnify
us against liabilities under the Securities Act that may arise from
certain written information furnished to us by Aspire Capital
specifically for use in this prospectus or, if such indemnity is
unavailable, to contribute amounts required to be paid in respect
of such liabilities.
Neither we nor Aspire Capital can presently estimate the amount of
compensation that any agent will receive. We know of no existing
arrangements between Aspire Capital, any other stockholder, broker,
dealer, underwriter, or agent relating to the sale or distribution
of the shares offered by this prospectus. At the time a
particular offer of shares is made, a prospectus supplement, if
required, will be distributed that will set forth the names of any
agents, underwriters, or dealers and any compensation from the
selling stockholder, and any other required information. We will
pay all of the expenses incident to the registration, offering, and
sale of the shares to the public, other than commissions or
discounts of underwriters, broker-dealers, or agents, and other
than fees and disbursements of counsel for Aspire Capital.
We have advised the selling stockholder that while it is engaged in
a distribution of the shares included in this prospectus, it is
required to comply with Regulation M promulgated under the Exchange
Act. With certain exceptions, Regulation M precludes the selling
stockholder, any affiliated purchasers, and any broker-dealer or
other person who participates in the distribution from bidding for
or purchasing, or attempting to induce any person to bid for or
purchase any security which is the subject of the distribution
until the entire distribution is complete. Regulation M also
prohibits any bids or purchases made in order to stabilize the
price of a security in connection with the distribution of that
security. All of the foregoing may affect the marketability of the
shares offered hereby this prospectus.
We may suspend the sale of shares by the selling stockholder
pursuant to this prospectus for certain periods of time for certain
reasons, including if the prospectus is required to be supplemented
or amended to include additional material information.
This offering as it relates to Aspire Capital will terminate on the
date that all shares offered by this prospectus have been sold by
Aspire Capital.
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LEGAL
MATTERS
The validity of the shares of common stock being offered by this
prospectus has been passed upon for us by Cooley LLP, San Diego,
California.
EXPERTS
Ernst & Young LLP, independent registered public accounting
firm, has audited our consolidated financial statements included in
our Annual Report on Form 10-K for the year ended December 31,
2019, as set forth in their report, which is incorporated by
reference in this prospectus and elsewhere in the registration
statement. Our financial statements are incorporated by reference
in reliance on Ernst & Young LLP's report, given on their
authority as experts in accounting and auditing.
WHERE YOU
CAN FIND MORE INFORMATION
We have filed with the SEC
a registration statement on Form S-1 under the Securities
Act with respect to the shares of common stock offered hereby. This
prospectus, which constitutes a part of the registration statement,
does not contain all of the information set forth in the
registration statement or the exhibits and schedules filed
therewith. For further information about us and the common stock
offered hereby, we refer you to the registration statement and the
exhibits filed thereto. Statements contained in this prospectus
regarding the contents of any contract or any other document that
is filed as an exhibit to the registration statement are not
necessarily complete, and each such statement is qualified in all
respects by reference to the full text of such contract or other
document filed as an exhibit to the registration statement.
We are required to file
periodic reports, proxy statements and other information with the
SEC pursuant to the Exchange Act. The SEC
maintains an Internet website that contains reports, proxy
statements and other information about registrants, like us, that
file electronically with the SEC. The address of that site is
http://www.sec.gov.
We file periodic reports, proxy statements and other information
with the SEC. Such periodic reports, proxy statements and other
information will be available at the website of the SEC referred to
above. We maintain a website at www.atyrpharma.com. You may access
our annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, and amendments to those reports filed
or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act
with the SEC free of charge at our website as soon as reasonably
practicable after such material is electronically filed with, or
furnished to, the SEC. The reference to our website address does
not constitute incorporation by reference of the information
contained on our website, and you should not consider the contents
of our website in making an investment decision with respect to our
common stock.
INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” information from
other documents that we file with it, which means that we can
disclose important information to you by referring you to those
documents. The information incorporated by reference is considered
to be part of this prospectus.
We incorporate by reference into this prospectus and the
registration statement to which this prospectus relates the
information or documents listed below that we have filed with the
SEC, and any future filings we will make with the SEC under
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the
date of this prospectus and until the termination of the offering
of the shares covered by this prospectus (other than information
furnished under Item 2.02 or Item 7.01 of Form
8-K):
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the information specifically incorporated by reference into our
Annual Report on Form 10-K for the fiscal year ended December 31,
2019 from our
definitive proxy statement
on Schedule 14A
(other than information furnished rather than filed) filed with the
SEC on April 2, 2020;
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our Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2020
and
June
30, 2020
filed with the SEC on May 12, 2020 and August 13, 2020,
respectively;
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our Current Reports on Form 8-K (other than information furnished
rather than filed) filed with the SEC on
January 6,
2020,
February
28, 2020,
April
21, 2020,
May
8, 2020,
May
20, 2020
and
September
14, 2020.
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Any
statement contained in this prospectus or in a document
incorporated or deemed to be incorporated by reference into this
prospectus will be deemed to be modified or superseded for purposes
of this prospectus to the extent that a statement contained in this
prospectus or any other subsequently filed document that is deemed
to be incorporated by reference into this prospectus modifies
or
16
supersedes the statement. Any statements so modified or superseded
shall not be deemed, except as so modified or
superseded,
to constitute a part of this prospectus.
We will furnish without charge to you, on written or oral request,
a copy of any or all of the documents incorporated by reference
into this prospectus, including exhibits to these documents. You
should direct any requests for documents to aTyr Pharma, Inc., 3545
John Hopkins Court, Suite 250, San Diego CA 92121; telephone: (858)
731-8389.
You also may access these filings on our website at
www.atyrpharma.com. We do not incorporate the information on our
website into this prospectus or any supplement to this prospectus
and you should not consider any information on, or that can be
accessed through, our website as part of this prospectus or any
supplement to this prospectus (other than those filings with the
SEC that we specifically incorporate by reference into this
prospectus).
DISCLOSURE OF
COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITY
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and
controlling persons, we have been advised that in the opinion of
the SEC this indemnification is against public policy as expressed
in the Securities Act and is therefore, unenforceable.
17
Up to 3,000,000 Shares
Common Stock
PROSPECTUS
October 2, 2020
