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Filing Details

Accession Number:: 0001062993-23-019533
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-10-18 16:11:36
Reporting Period:: 2023-10-16

Accepted Time:: 2023-10-18 16:11:36
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1454789	Astria Therapeutics Inc.	ATXS	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1164426	Joseph Edelman	51 Astor Place, 10Th Floor New York NY 10003	Yes	No	No	No
1224962	Perceptive Advisors Llc	51 Astor Place, 10Th Floor New York NY 10003	Yes	No	No	No
1249675	Ltd Fund Master Sciences Life Perceptive	51 Astor Place, 10Th Floor New York NY 10003	Yes	No	No	No
1757940	Perceptive Xontogeny Venture Fund, Lp	51 Astor Place, 10Th Floor New York NY 10003	Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2023-10-16	614,062	$6.51	1,652,371	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2023-10-16	460,546	$6.51	1,611,699	No	4	P	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Common Warrants (right to buy)	Acquisiton	2023-10-16	614,062	$6.51	460,546	$8.03
Common Stock	Common Warrants (right to buy)	Acquisiton	2023-10-16	921,093	$6.51	690,819	$8.03
Common Stock	Pre-funded Warrants (right to buy)	Acquisiton	2023-10-16	921,093	$6.51	921,093	$0.00
Common Stock	Common Warrants (right to buy)	Acquisiton	2023-10-16	460,546	$6.51	345,409	$8.03

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
460,546	No	4	P	Indirect
1,151,366	No	4	P	Indirect
921,093	No	4	P	Indirect
345,409	No	4	P	Indirect

Footnotes

Represents the combined purchase price for each share of Common Stock and accompanying common warrant purchased by the Reporting Person in the Issuer's registered public offering that closed on October 16, 2023.
Represents the combined purchase price for each pre-funded warrant and accompanying common warrant purchased by the Reporting Person in the Issuer's registered public offering that closed on October 16, 2023.
The securities are directly held by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). Perceptive Advisors LLC (the "Advisor") serves as the investment manager of Master Fund. Joseph Edelman is the managing member of the Advisor. Each of Mr. Edelman and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Mr. Edelman or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
The securities are directly held by Perceptive Xontogeny Ventures, L.P. ("PXV"). The Advisor serves as the investment manager of PXV, and Perceptive Xontogeny Ventures GP, LLC ("PXV GP") is the general partner of PXV. Mr. Edelman is the managing member of PXV GP and the Advisor. The Advisor, PXV GP and Mr. Edelman disclaim, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his or its indirect pecuniary interest therein, and this report shall not be deemed an admission that they are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
The common warrants are immediately exercisable and will expire on the fifth anniversary of their issuance, subject to the Beneficial Ownership Limitation (as defined below). Pursuant to the terms of the common warrants, the common warrant cannot be exercised to the extent that, upon giving effect to or immediately prior to such exercise, would cause either (i) the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates) would exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise or (ii) the combined voting power of the Issuer's securities beneficially owned by such holder (together with its affiliates) would exceed 9.99% of the combined voting power of all of the Issuer's securities outstanding immediately after giving effect to the exercise.
The pre-funded warrants are immediately exercisable and will expire on the date they are exercised in full, subject to the Beneficial Ownership Limitation.