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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/20/23 Astria Therapeutics, Inc. 8-K:5,9 12/14/23 11:279K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 29K 2: EX-99.1 Miscellaneous Exhibit HTML 66K 6: R1 Cover HTML 47K 9: XML IDEA XML File -- Filing Summary XML 11K 7: XML XBRL Instance -- tm2333323d1_8k_htm XML 15K 8: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 4: EX-101.LAB XBRL Labels -- atxs-20231214_lab XML 96K 5: EX-101.PRE XBRL Presentations -- atxs-20231214_pre XML 64K 3: EX-101.SCH XBRL Schema -- atxs-20231214 XSD 12K 10: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 11: ZIP XBRL Zipped Folder -- 0001104659-23-127743-xbrl Zip 35K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i December 14, 2023
(Exact name of registrant as specified in its charter)
| i Delaware | i 001-37467 | i 26-3687168 | ||
| (State
or other jurisdiction of incorporation) |
(Commission
File Number) |
(IRS
Employer Identification No.) |
| i 75
State Street i Suite 1400 |
||
| i Boston, i Massachusetts | i 02109 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: ( i 617) i 349-1971
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| i ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
| i Common Stock, $0.001 par value per share | i ATXS | The i Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 14, 2023, the Board of Directors of Astria Therapeutics, Inc. (the “Company”) approved an amendment to the Company’s 2022 Inducement Stock Incentive Plan (the “Inducement Plan”) to increase the number of shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), reserved for issuance thereunder from 700,000 shares of Common Stock to 1,700,000 shares of Common Stock. After taking into account the amendment to the Inducement Plan, the Company currently has 1,012,100 shares of Common Stock available for the grant of stock awards (as defined below) under the Inducement Plan.
The amendment to the Inducement Plan was adopted without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. 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”). Stock 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 copy of the Inducement Plan, as amended, is attached as Exhibit 99.1 hereto and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | 2022 Inducement Stock Incentive Plan, as amended | |
| 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: | December 20, 2023 | By: | /s/ Ben Harshbarger |
| Ben Harshbarger | |||
| Chief Legal Officer | |||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 12/20/23 | None on these Dates | ||
| For Period end: | 12/14/23 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/04/24 Astria Therapeutics, Inc. 10-K 12/31/23 80:11M Toppan Merrill/FA2 3/04/24 Astria Therapeutics, Inc. 424B5 1:348K Toppan Merrill/FA 1/31/24 Astria Therapeutics, Inc. 424B5 1:495K Toppan Merrill/FA 12/28/23 Astria Therapeutics, Inc. S-3/A 2:541K Toppan Merrill/FA |
