Prospectus - ALEXZA PHARMACEUTICALS INC. - 2-17-2010

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					Prospectus Supplement No. 5                                                                                               Filed Pursuant to Rule 424(b)(3)
(to Prospectus dated October 16, 2009)                                                                                        Registration No. 333-161804
                                                                   15,000,000 Shares




                                                 Alexza Pharmaceuticals, Inc.
                                                                     Common Stock


   This prospectus supplement supplements the prospectus dated October 16, 2009 (the “Prospectus”), as supplemented by that certain Prospectus Supplement
No. 1 dated November 9, 2009 (“Supplement No. 1”), and by that certain Prospectus Supplement No. 2 dated December 16, 2009 (“Supplement No. 2”), and
by that certain Prospectus Supplement No. 3 dated December 31, 2009 (“Supplement No. 3”), and by that certain Prospectus Supplement No. 4 dated
February 12, 2010 (“Supplement No. 4”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-161804). This prospectus
supplement is being filed to update and supplement the information in the Prospectus, Supplement No. 1, Supplement No. 2, Supplement No. 3 and
Supplement No. 4 with the information contained in our current report on Form 8-K, filed with the Securities and Exchange Commission (the “Commission”)
on February 16, 2010 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
    The Prospectus, Supplement No. 1, Supplement No. 2, Supplement No. 3, Supplement No. 4 and this prospectus supplement relate to the offer and sale of
up to 15,000,000 shares of our common stock, which includes up to 5,000,000 shares of our common stock issuable upon the exercise of warrants, by the
selling stockholders listed on page 29 of the Prospectus, including their transferees, pledgees or donees or their respective successors. We will not receive any
proceeds from any resale of the shares of common stock being offered by the Prospectus, Supplement No. 1, Supplement No. 2, Supplement No. 3, Supplement
No. 4 and this prospectus supplement.
  This prospectus supplement should be read in conjunction with the Prospectus, Supplement No. 1, Supplement No. 2, Supplement No. 3 and Supplement
No. 4. This prospectus supplement updates and supplements the information in the Prospectus, Supplement No. 1, Supplement No. 2, Supplement No. 3 and
Supplement No. 4. If there is any inconsistency between the information in the Prospectus, Supplement No. 1, Supplement No. 2, Supplement No. 3,
Supplement No. 4 and this prospectus supplement, you should rely on the information in this prospectus supplement.
  Our common stock is traded on the Nasdaq Global Market under the trading symbol “ALXA.” On February 16, 2010, the last reported sale price of our
common stock was $2.65 per share.
   Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading
“Risk Factors” beginning on page 3 of the Prospectus and beginning on page 34 of our quarterly report on Form 10-Q for the quarterly period ended
September 30, 2009 before you decide whether to invest in shares of our common stock.
    Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if the Prospectus, Supplement No. 1, Supplement No. 2, Supplement No. 3, Supplement No. 4 or this prospectus supplement is truthful or
complete. Any representation to the contrary is a criminal offense.


                                            The date of this prospectus supplement is February 17, 2010
                                               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): February 16, 2010 (February 12, 2010)


                    ALEXZA PHARMACEUTICALS, INC.
                                               (Exact name of registrant as specified in its charter)

                Delaware                                            000-51820                                           77-0567768
        (State or other jurisdiction                              (Commission                                          (IRS Employer
             of incorporation)                                    File Number)                                       Identification No.)

                  Alexza Pharmaceuticals, Inc.
                      2091 Stierlin Court
                   Mountain View, California                                                                 94043
              (Address of principal executive offices)                                                     (Zip Code)
                                       Registrant’s telephone number, including area code: (650) 944-7000


                                          (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 obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02.          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
                    Arrangements of Certain Officers.
   On February 24, 2009, the Board of Directors (the “Board”) of Alexza Pharmaceuticals, Inc. (the “Company”), approved the adoption of the
2009-2010 Performance Based Incentive Program (the “Performance Program”) for the Company’s employees, including its executive officers.
The Performance Program was adopted to motivate and retain the Company’s employees.
   Under the terms of the Performance Program, each employee, including each executive officer, has been assigned a two-year target value
amount (a “TVA”) based upon such employee’s current base salary, past bonus targets, past salary merit raises and an incentive multiplier, with
the incentive multiplier increasing based on an employee’s employment level within the Company. Payouts under the Performance Program are
contingent upon the achievement of two specified corporate milestones related to the submission and approval of a New Drug Application for
the AZ-004 ( Staccato loxapine ) product candidate (the “Milestones”) and were also based on achievement of specified corporate performance
goals set forth in the Performance Program (collectively, the “2009 Key Goals”). Payouts under the Performance Program, if any, are
comprised of cash, restricted stock units and stock option awards, and are calculated in accordance with a formula that takes into account each
employee’s TVA and personal performance rating at the time the Company achieves any such Milestone. In order to be eligible for
participation in the Performance Program, an employee must be a current employee and in good standing with the Company on the date an
applicable Milestone is achieved, and have at least a minimum personal performance rating of 70%.
   Under the terms of the Performance Program, the first 70% of any TVA payout are paid with RSU’s and stock options. TVA payout above
70% will be paid in cash. Alexza’s NDA for AZ-004 was submitted on December 11, 2009. On December 28, 2009, the Board granted stock
awards under the Performance Program. Each employee’s potential bonus payout was a function of the TVA component, 80% of which was
based on the actual achievement of the 2009 Key Goals and 20% of which was left to the Board’s discretion. The two primary categories of
2009 Key Goals are the achievements of the Milestones (each a “Key Goal Accomplishment”). Using the same philosophy toward goal setting
as with the overall 2009 Corporate Goals, a possible payout of the Key Goal Accomplishment component was greater than 100%. If less than
70% of the Key Goals were accomplished, the Key Goal Accomplishment component would have been 0 and there would have been no
employee payout under the 2009 — 2010 Performance Program.
   On February 12, 2010, after the Board reviewed the Company’s fiscal year 2009 results measured against the 2009 Key Goals, the Board
determined that 95% of the 2009 Key Goals were achieved in 2009 (which has an 80% allocation to the payout equation), and determined that
the Board Discretionary achievement was 95% (which has a 20% allocation to the payout equation). As a result, all employees were eligible to
receive approximately 95% of the portion of their target bonus that was related to the achievement of corporate goals. Based on this
determination, on February 12, 2010 the Board approved the following cash bonus payments to the Company’s executive officers.

Executive Officer                                                                                                           2009 Cash Bonus
Thomas B. King
  President and Chief Executive Officer                                                                                     $   73,050.00

James V. Cassella, Ph.D.
  Senior Vice President, Research and Development                                                                           $   42,306.00

August J. Moretti
  Senior Vice President, Chief Financial Officer and Secretary                                                              $   36,537.00

Michael J. Simms
  Senior Vice President, Operations & Quality                                                                               $   42,306.00
The Company will provide additional information regarding the compensation awarded to its “named executive officers” in respect of and
during the year ended December 31, 2009, in the proxy statement for its 2010 annual meeting of stockholders, which is expected to be filed
with the Securities and Exchange Commission in April 2010.
                                                                SIGNATURES
   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.

                                                              ALEXZA PHARMACEUTICALS, INC.

Date: February 16, 2010                                       By:         /s/ Thomas B. King
                                                                          Thomas B. King
                                                                          President and Chief Executive Officer