aTYR PHARMA INC

DEF 14A 1 atyr-20260911.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material under § 240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

x No fee required

o Fee paid previously with preliminary materials

o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 aTyr Pharma, Inc.

10240 Sorrento Valley Road, Suite #300

San Diego, CA 92121

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held On October 16, 2026

Dear Stockholder:

You are cordially invited to attend a Special Meeting of Stockholders (including any adjournments, continuations or postponements thereof, the “Special Meeting”) of aTyr Pharma, Inc., a Delaware corporation (the “Company,” “we,” “our” or “us”). The Special Meeting will be held on October 16, 2026 at 9:00 a.m. Pacific Time at the Company’s corporate headquarters located at 10240 Sorrento Valley Road, San Diego, CA 92121.

We are holding the Special Meeting for the following purposes:

To approve a series of alternate amendments to our restated certificate of incorporation to effect, at the option of our Board of Directors, a reverse stock split of our common stock at a ratio between 1-for-10 and 1-for-50, inclusive, as determined by our Board of Directors in its sole discretion; and

To transact such other business as may properly come before the Special Meeting or any adjournment or postponement thereof.

Proposal 1 is more fully described in the proxy statement for the Special Meeting (the “Proxy Statement”) accompanying this Notice of Special Meeting of Stockholders. Our Board of Directors recommends that you vote “FOR” the proposal listed above.

The Board of Directors has fixed the close of business on September 4, 2026 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting.

All stockholders are invited to attend the Special Meeting in person. Whether or not you expect to attend the Special Meeting in person, in order to ensure your representation at the Special Meeting, you are requested to vote over the internet, by telephone or by completing, signing, dating and returning the enclosed proxy card in the enclosed envelope. If you attend the Special Meeting and file with the Secretary of the Company an instrument revoking your proxy or a duly executed proxy bearing a later date, your proxy will not be used. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

By Order of the Board of Directors

aTyr Pharma, Inc.

Sanjay S. Shukla, M.D., M.S.

President and Chief Executive Officer

San Diego, California

Your vote is important, whether or not you expect to attend the Special Meeting in person. You are urged to vote either via the internet or telephone, or by mail by completing, signing, dating and returning the enclosed proxy card promptly in the enclosed envelope. Voting promptly will help avoid the additional expense of further solicitation to assure a quorum at the meeting.

TABLE OF CONTENTS

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PROXY STATEMENT

FOR THE 2026 SPECIAL MEETING OF STOCKHOLDERS

To Be Held On October 16, 2026