UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On November 7, 2022, the Board of Directors of Astria Therapeutics, Inc. (the “Company”) authorized a modification of the Company’s existing at-the-market offering program (the “At-the-Market Offering Program”) for which Jefferies LLC acts as sales agent (the “Agent”) to increase the amount of the Company’s common stock that may be offered thereunder to an aggregate offering price of up to $88,135,305.48. Through the date hereof, the Company has issued and sold 4,012,002 shares of common stock under the At-the-Market Offering Program for gross proceeds of $38,135,305.48 and, as a result of the increase, the Company may sell additional shares of common stock under the At-the-Market Offering Program for an aggregate offering price of up to $50,000,000. As of November 9, 2022, there were 17,051,429 shares of the Company’s common stock outstanding.
The Company has filed with the Securities and Exchange Commission a prospectus supplement, dated November 10, 2022, under the Company’s registration statement on Form S-3 (File No. 333-264911) (the “Form S-3”) to register the offer and sale of the shares that can be sold under the At-the-Market Offering Program following the increase, which prospectus supplement supersedes and replaces the prospectus supplement, dated September 16, 2022, previously filed in connection with the At-the-Market Offering Program.
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, has issued a legal opinion relating to the shares of the Company’s common stock that may be issued pursuant to the At-the-Market Offering Program, as increased. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.
This Current Report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy the shares of the Company’s common stock described herein, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.
| Item 9.01. | Exhibits. |
Exhibits
| Number | Description | |
| 5.1 | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP | |
| 23.1 | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1) | |
| 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: November 10, 2022 | By: | /s/ Ben Harshbarger |
| Ben Harshbarger | ||
| Chief Legal Officer | ||