UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 10, 2024

ATYR PHARMA, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (858) 731-8389

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)

On December 10, 2024, the Board of Directors (the “Board”) of aTyr Pharma, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Eric Benevich to the Board, effective immediately. Mr. Benevich was appointed as a Class II director and will serve until the Company’s annual meeting of stockholders in 2026 or until his successor is duly elected and qualified or his earlier resignation or removal.

Also on December 10, 2024, upon the recommendation of the Compensation Committee of the Board, the Board amended and restated the Company’s Non-Employee Director Compensation Policy, which is filed as Exhibit 99.1 to this Current Report on Form 8-K (the “Amended Director Compensation Policy”).

Mr. Benevich is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understanding between him and any other persons pursuant to which Mr. Benevich was selected as a director. As a non-employee director, Mr. Benevich will receive cash and equity compensation pursuant to the Amended Director Compensation Policy.

In connection with his appointment as a director, Mr. Benevich entered into the Company’s standard form of indemnification agreement and was granted an option to purchase 100,000 shares of the Company’s common stock at an exercise price equal to the closing price of the Company’s common stock on the Nasdaq Capital Market on December 10, 2024, which will vest in equal monthly installments during the three years following the effective date of his appointment to the Board, subject to his continued service on the Board.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.