0001062993-23-019533.txt : 20231018
0001062993-23-019533.hdr.sgml : 20231018
20231018161136
ACCESSION NUMBER: 0001062993-23-019533
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231016
FILED AS OF DATE: 20231018
DATE AS OF CHANGE: 20231018
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: EDELMAN JOSEPH
CENTRAL INDEX KEY: 0001164426
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37467
FILM NUMBER: 231332372
MAIL ADDRESS:
STREET 1: C/O PERCEPTIVE ADVISORS LLC
STREET 2: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PERCEPTIVE ADVISORS LLC
CENTRAL INDEX KEY: 0001224962
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37467
FILM NUMBER: 231332375
BUSINESS ADDRESS:
STREET 1: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
BUSINESS PHONE: 646-205-5300
MAIL ADDRESS:
STREET 1: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Perceptive Xontogeny Venture Fund, LP
CENTRAL INDEX KEY: 0001757940
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37467
FILM NUMBER: 231332373
BUSINESS ADDRESS:
STREET 1: C/O PERCEPTIVE ADVISORS
STREET 2: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
BUSINESS PHONE: 646-205-5300
MAIL ADDRESS:
STREET 1: C/O PERCEPTIVE ADVISORS
STREET 2: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PERCEPTIVE LIFE SCIENCES MASTER FUND LTD
CENTRAL INDEX KEY: 0001249675
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37467
FILM NUMBER: 231332374
BUSINESS ADDRESS:
STREET 1: C/O PERCEPTIVE ADVISORS LLC
STREET 2: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
BUSINESS PHONE: 646-205-5340
MAIL ADDRESS:
STREET 1: C/O PERCEPTIVE ADVISORS LLC
STREET 2: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Astria Therapeutics, Inc.
CENTRAL INDEX KEY: 0001454789
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 75 STATE STREET
STREET 2: SUITE 1400
CITY: BOSTON
STATE: MA
ZIP: 02109
BUSINESS PHONE: 617-349-1971
MAIL ADDRESS:
STREET 1: 75 STATE STREET
STREET 2: SUITE 1400
CITY: BOSTON
STATE: MA
ZIP: 02109
FORMER COMPANY:
FORMER CONFORMED NAME: CATABASIS PHARMACEUTICALS INC
DATE OF NAME CHANGE: 20090127
4
1
form4.xml
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
X0508
4
2023-10-16
0001454789
Astria Therapeutics, Inc.
ATXS
0001224962
PERCEPTIVE ADVISORS LLC
51 ASTOR PLACE, 10TH FLOOR
NEW YORK
NY
10003
1
0
0
0
0001249675
PERCEPTIVE LIFE SCIENCES MASTER FUND LTD
51 ASTOR PLACE, 10TH FLOOR
NEW YORK
NY
10003
1
0
0
0
0001757940
Perceptive Xontogeny Venture Fund, LP
51 ASTOR PLACE, 10TH FLOOR
NEW YORK
NY
10003
1
0
0
0
0001164426
EDELMAN JOSEPH
51 ASTOR PLACE, 10TH FLOOR
NEW YORK
NY
10003
1
0
0
0
0
Common Stock
2023-10-16
4
P
0
614062
6.514
A
1652371
I
See footnote
Common Stock
2023-10-16
4
P
0
460546
6.514
A
1611699
I
See footnote
Common Warrants (right to buy)
8.025
2023-10-16
4
P
0
614062
6.514
A
Common Stock
460546
460546
I
See footnote
Common Warrants (right to buy)
8.025
2023-10-16
4
P
0
921093
6.513
A
Common Stock
690819
1151366.25
I
See footnote
Pre-funded Warrants (right to buy)
0.001
2023-10-16
4
P
0
921093
6.513
A
Common Stock
921093
921093
I
See footnote
Common Warrants (right to buy)
8.025
2023-10-16
4
P
0
460546
6.514
A
Common Stock
345409
345409
I
See footnote
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.
/s/ Joseph Edelman - for Perceptive Advisors LLC, By: Joseph Edelman, its managing member
2023-10-18
/s/ Joseph Edelman - for Perceptive Life Sciences Master Fund Ltd, By: Perceptive Advisors LLC, its investment manager, By: Joseph Edelman, its managing member
2023-10-18
/s/ Joseph Edelman - for Perceptive Xontogeny Venture Fund L.P., By: Perceptive Xontogeny Ventures GP, LLC, its general partner, By: Joseph Edelman, its managing member
2023-10-18
/s/ Joseph Edelman
2023-10-18