UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On March 4, 2024, Astria Therapeutics, Inc., a Delaware corporation (the “Company”), entered into an Open Market Sale AgreementSM (the “Sales Agreement”) with Jefferies LLC (“Jefferies”) pursuant to which the Company may offer and sell shares of its common stock, $0.001 par value per share, from time to time through Jefferies as its sales agent. Pursuant to the prospectus supplement dated March 4, 2024 (the “Prospectus Supplement”), filed by the Company with the Securities and Exchange Commission in connection with the offer and sale of the shares pursuant to the Sales Agreement, the Company may offer and sell up to $150,000,000 of its shares of common stock pursuant to the Sales Agreement.
Upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, Jefferies may sell the common stock by methods deemed to be an “at the market offering” (the “Offering”) as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including block transactions, sales made directly on or through The Nasdaq Global Market or on any other existing trading market for the common stock and/or any other method permitted by law.
The Company will designate the maximum amount of common stock to be sold through Jefferies in any placement under the Offering. Subject to the terms and conditions of the Sales Agreement, Jefferies has agreed to use its commercially reasonable efforts to sell on the Company’s behalf all of the shares of common stock requested to be sold by the Company. The Company may instruct Jefferies not to sell common stock if the sales cannot be effected at or above a price designated by the Company in a placement notice. The Company or Jefferies may suspend the Offering upon proper notice to the other party. The Company and Jefferies each have the right, by giving written notice as specified in the Sales Agreement, to terminate the sales agreement in each party’s sole discretion at any time.
The Sales Agreement provides that Jefferies will be entitled to aggregate compensation for its services of up to 3.0% of the gross sales price per share of all shares sold through Jefferies under the Sales Agreement. The Company has no obligation to sell any shares under the Sales Agreement. The Company has agreed in the Sales Agreement to provide indemnification and contribution to Jefferies against certain liabilities, including liabilities under the Securities Act. In addition, the Company has agreed to reimburse certain legal expenses incurred by Jefferies in connection with execution of the Sales Agreement in an amount up to $75,000, in addition to certain ongoing legal expenses.
The shares of common stock will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-276057), as supplemented by the Prospectus Supplement. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.
The foregoing description of the material terms of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The legal opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, relating to the shares of common stock being offered is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit Number |
Description of Exhibit | |
| 1.1 | Open Market Sale AgreementSM, dated as of March 4, 2024, by and between the Company and Jefferies LLC | |
| 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: March 4, 2024 | By: | /s/ Ben Harshbarger |
| Ben Harshbarger Chief Legal Officer | ||