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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. |
On April 5, 2024, the Board of Directors (the “Board”) of Astria Therapeutics, Inc., a Delaware corporation (the “Company”), increased the size of the Board from eight to nine directors and elected Sunil Agarwal, M.D., as a director, in each case effective as of April 8, 2024. Dr. Agarwal will serve as a Class III director with a term expiring at the Company’s 2024 annual meeting of stockholders and until such time as his successor is duly elected and qualified, or until his earlier death, resignation or removal. Dr. Agarwal will serve as a member of the Science and Technology Committee of the Board.
Dr. Agarwal will receive compensation for his service as a non-employee director in accordance with the Company’s director compensation program, including the award of a one-time nonqualified stock option under the Company’s Amended and Restated 2015 Stock Incentive Plan, as amended, to purchase 28,200 shares of the Company’s common stock. The stock option was granted effective April 8, 2024 and had an exercise price of $11.40 per share, which was equal to the closing price of the Company’s common stock on the Nasdaq Global Market on such grant date. The option will vest in equal annual installments over a three-year period measured from the date of grant, subject to Dr. Agarwal’s continued service as a director. In connection with his election, Dr. Agarwal entered into an indemnification agreement with the Company in a form substantially similar to the form of indemnification agreement that the Company has entered into with its other directors. This agreement requires the Company to indemnify Dr. Agarwal for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his service as a director of the Company.
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: April 9, 2024 | By: | /s/ Ben Harshbarger |
| Ben Harshbarger | ||
| Chief Legal Officer | ||