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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/12/22 Astria Therapeutics, Inc. 10-Q 3/31/22 66:5.6M Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 670K
2: EX-10.5 Material Contract HTML 37K
3: EX-10.6 Material Contract HTML 36K
4: EX-10.7 Material Contract HTML 48K
5: EX-10.8 Material Contract HTML 71K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 24K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 24K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 21K
14: R1 Document and Entity Information HTML 72K
15: R2 Condensed Consolidated Balance Sheets HTML 106K
16: R3 Condensed Consolidated Balance Sheets HTML 40K
(Parenthetical)
17: R4 Condensed Consolidated Statements of Operations HTML 69K
18: R5 Condensed Consolidated Statements of Comprehensive HTML 42K
Loss
19: R6 Condensed Consolidated Statements of Comprehensive HTML 21K
Loss (Parenthetical)
20: R7 Condensed Consolidated Statements of Redeemable HTML 35K
Convertible Preferred Stock and Stockholders'
Equity - Mezzanine Equity
21: R8 Condensed Consolidated Statements of Redeemable HTML 64K
Convertible Preferred Stock and Stockholders'
Equity
22: R9 Condensed Consolidated Statements of Cash Flows HTML 76K
23: R10 Organization and Operations HTML 48K
24: R11 Summary of Significant Accounting Policies HTML 53K
25: R12 Acquisition of Quellis HTML 31K
26: R13 Financial Instruments HTML 123K
27: R14 Short-Term Investments HTML 77K
28: R15 Accrued Expenses HTML 35K
29: R16 Commitments HTML 30K
30: R17 Stockholders' Equity HTML 48K
31: R18 Reserved for Future Issuance HTML 33K
32: R19 Stock Incentive Plans HTML 53K
33: R20 Subsequent Events HTML 22K
34: R21 Summary of Significant Accounting Polices HTML 70K
(Polices)
35: R22 Organization and Operations (Tables) HTML 35K
36: R23 Summary of Significant Accounting Policies HTML 44K
(Tables)
37: R24 Acquisition of Quellis (Tables) HTML 28K
38: R25 Financial Instruments (Tables) HTML 119K
39: R26 Short-Term Investments (Tables) HTML 75K
40: R27 Accrued Expenses (Tables) HTML 34K
41: R28 Commitments (Tables) HTML 28K
42: R29 Stockholders' Equity (Tables) HTML 43K
43: R30 Reserved for Future Issuance (Tables) HTML 37K
44: R31 Stock Incentive Plans (Tables) HTML 51K
45: R32 Organization and Operations - Reverse Stock Split, HTML 50K
Agreement and Plan of Merger (Details)
46: R33 Organization and Operations - Stock Purchase HTML 83K
Agreement and Series X Preferred Stock (Details)
47: R34 Organization and Operations - Liquidity (Details) HTML 35K
48: R35 Summary of Significant Accounting Policies - Net HTML 32K
Loss Per Share (Details)
49: R36 Summary of Significant Accounting Policies - Cash, HTML 29K
Cash Equivalents and Restricted Cash (Details)
50: R37 Summary of Significant Accounting Policies - HTML 31K
Preferred Stock Discount (Details)
51: R38 Acquisition of Quellis (Details) HTML 42K
52: R39 Acquisition of Quellis - Net assets acquired based HTML 34K
on their estimated fair values (Details)
53: R40 Financial Instruments - Fair value hierarchy HTML 58K
(Details)
54: R41 Short-Term Investments (Details) HTML 47K
55: R42 Accrued Expenses (Details) HTML 31K
56: R43 Commitments (Details) HTML 35K
57: R44 Stockholders' Equity - Preferred Stock (Details) HTML 33K
58: R45 Stockholders' Equity - Outstanding Warrants HTML 34K
(Details)
59: R46 Reserved for Future Issuance (Details) HTML 32K
60: R47 Stock Incentive Plans - Stock options (Details) HTML 73K
61: R48 Stock Incentive Plans - Inducement Plan (Details) HTML 27K
64: XML IDEA XML File -- Filing Summary XML 111K
62: XML XBRL Instance -- atxs-20220331x10q_htm XML 1.21M
63: EXCEL IDEA Workbook of Financial Reports XLSX 64K
10: EX-101.CAL XBRL Calculations -- atxs-20220331_cal XML 111K
11: EX-101.DEF XBRL Definitions -- atxs-20220331_def XML 455K
12: EX-101.LAB XBRL Labels -- atxs-20220331_lab XML 842K
13: EX-101.PRE XBRL Presentations -- atxs-20220331_pre XML 637K
9: EX-101.SCH XBRL Schema -- atxs-20220331 XSD 121K
65: JSON XBRL Instance as JSON Data -- MetaLinks 262± 391K
66: ZIP XBRL Zipped Folder -- 0001104659-22-059405-xbrl Zip 193K
Exhibit 10.6
ASTRIA THERAPEUTICS, INC.
NONSTATUTORY STOCK OPTION AGREEMENT
Astria Therapeutics, Inc. (the “Company”) hereby grants the following stock option pursuant to its 2015 Stock Incentive Plan, as amended. The terms and conditions attached hereto are also a part hereof.
Notice of Grant
Name of optionee (the “Participant”): | |
Grant Date: | |
Number of shares of the Company’s Common Stock subject to this option (“Shares”): | |
Option exercise price per Share: | |
Number, if any, of Shares that vest immediately on the grant date: | |
Shares that are subject to vesting schedule: | |
Vesting Start Date: | |
Final Exercise Date: | |
Vesting Schedule:
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All vesting is dependent on the Participant remaining an Eligible Participant, as provided herein. | |
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
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| ASTRIA THERAPEUTICS, INC. | |
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| | By: |
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ASTRIA THERAPEUTICS, INC.
Nonstatutory Stock Option Agreement
Incorporated Terms and Conditions
1.Grant of Option.
This agreement evidences the grant by the Company, on the grant date (the “Grant Date”) set forth in the Notice of Grant that forms part of this agreement (the “Notice of Grant”), to the Participant of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2015 Stock Incentive Plan (as amended from time to time, the “Plan”), the number of Shares set forth in the Notice of Grant of common stock, $0.001 par value per share, of the Company (“Common Stock”), at the exercise price per Share set forth in the Notice of Grant. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on the Final Exercise Date set forth in the Notice of Grant (the “Final Exercise Date”).
It is intended that the option evidenced by this agreement shall not be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the term “Participant”, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.
2.Vesting Schedule.
This option will become exercisable (“vest”) in accordance with the vesting schedule set forth in the Notice of Grant.
The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan.
3.Exercise of Option.
(a)Form of Exercise. Each election to exercise this option shall be in writing, in the form of the Stock Option Exercise Notice attached as Annex A, signed by the Participant, and received by the Company at its principal office, accompanied by this agreement, or in such other form (which may be electronic) as is approved by the Company, together with payment in full in the manner provided in the Plan. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share.
(b)Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee, director or officer of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive option grants under the Plan (an “Eligible Participant”).
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(c)Termination of Relationship with the Company. If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate three months after such cessation (but in no event after the Final Exercise Date), provided that this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminate immediately upon such violation.
(d)Exercise Period Upon Death or Disability. If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for “cause” as specified in paragraph (e) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death by an authorized transferee), provided that this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall not be exercisable after the Final Exercise Date.
(e)Termination for Cause. If, prior to the Final Exercise Date, the Participant’s employment or other relationship with the Company is terminated by the Company for Cause (as defined in the Plan), the right to exercise this option shall terminate immediately upon the effective date of such termination of employment or other relationship.
4.Withholding.
No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option.
5.Transfer Restrictions.
This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant.
6.Provisions of the Plan.
This option is subject to the provisions of the Plan (including the provisions relating to amendments to the Plan), a copy of which is furnished to the Participant with this option.
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ANNEX A
ASTRIA THERAPEUTICS, INC.
Stock Option Exercise Notice
Astria Therapeutics, Inc.
One Hundred High Street
Floor 28
Boston,
MA 02110
Dear Sir or Madam:
I, (the “Participant”), hereby irrevocably exercise the right to purchase shares of the Common Stock, $0.001 par value per share (the “Shares”), of Astria Therapeutics, Inc. (the “Company”) at $ per share pursuant to the Company’s 2015 Stock Incentive Plan, as amended, and a stock option agreement with the Company dated (the “Option Agreement”). Enclosed herewith is a payment of $ , the aggregate purchase price for the Shares. The certificate for the Shares should be registered in my name as it appears below or, if so indicated below, jointly in my name and the name of the person designated below, with right of survivorship.
Dated: | |
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| | | |
Signature | | | |
Print Name: | | | |
| | | |
Address: | | | |
| | | |
| | | |
| | | |
Name and address of persons in whose name the Shares are to be jointly registered (if applicable): | | | |
| | | |
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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 3/22/23 Astria Therapeutics, Inc. 10-K 12/31/22 79:8.2M Toppan Merrill/FA 12/15/22 Astria Therapeutics, Inc. 424B5 1:464K Toppan Merrill/FA 11/10/22 Astria Therapeutics, Inc. 424B5 1:313K Toppan Merrill/FA 9/16/22 Astria Therapeutics, Inc. 424B5 1:317K Toppan Merrill/FA 5/13/22 Astria Therapeutics, Inc. S-3 4:805K Toppan Merrill/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/10/22 Astria Therapeutics, Inc. 10-K 12/31/21 78:12M Toppan Merrill/FA 2/22/22 Astria Therapeutics, Inc. 8-K:5,9 2/17/22 12:339K Toppan Merrill/FA |