UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
2022 Inducement Stock Incentive Plan
On February 17, 2022, the Board of Directors of Astria Therapeutics, Inc. (the “Company”) adopted, upon recommendation of the compensation committee of the Company’s Board of Directors (the “Committee”), the 2022 Inducement Stock Incentive Plan (the “Inducement Plan”), to be effective immediately. The Inducement Plan provides for the grant of nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards (collectively, the “stock awards”) with respect to an aggregate of 300,000 shares of common stock, $0.001 par value per share, of the Company (“Common Stock”) (subject to adjustment as provided in the Inducement Plan). Awards under the Inducement Plan may only be granted to persons who (a) were not previously an employee or director of the Company or (b) are commencing employment with the Company following a bona fide period of non-employment, in either case as an inducement material to the individual’s entering into employment with the Company and in accordance with the requirements of Nasdaq Stock Market Rule 5635(c)(4). A complete copy of the Inducement Plan is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
Nonstatutory Stock Option Agreement
On February 17, 2022, the Company’s Board of Directors adopted, upon recommendation of the Committee, the Nonstatutory Stock Option Agreement (the “Agreement”) for use in the grant of stock options pursuant to the Inducement Plan. All stock options under the Inducement Plan shall be nonstatutory stock options. A complete copy of the form of Agreement is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 9.01. | Exhibits. |
Exhibits
| Number | Description | |
| 99.1 | 2022 Inducement Stock Incentive Plan | |
| 99.2 | Form of Nonstatutory Stock Option Agreement under the 2022 Inducement Stock Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| ASTRIA THERAPEUTICS, INC. | ||
| Date: February 22, 2022 | By: | /s/ Ben Harshbarger |
| Ben Harshbarger | ||
| Chief Legal Officer | ||