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| CIK | 1454789 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Astria Therapeutics, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 12, 2025 |
Calculation of Filing Fee Tables S-8 Astria Therapeutics, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, $0.001 par value per share Other 6,606,078 $ 6.44 $ 42,543,142.32 0.0001531 $ 6,513.36 Total |
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| August 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37467 Astria Therapeutics, Inc. |
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| August 12, 2025 |
Second Amended and Restated 2015 Stock Incentive Plan, as amended Exhibit 10.1 ASTRIA THERAPEUTICS, INC. SECOND AMENDED AND RESTATED 2015 STOCK INCENTIVE PLAN 1.Purpose The purpose of this Second Amended and Restated 2015 Stock Incentive Plan (the “Plan”) of Astria Therapeutics, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are |
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| August 12, 2025 |
As filed with the Securities and Exchange Commission on August 12, 2025 As filed with the Securities and Exchange Commission on August 12, 2025 Registration No. |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 6, 2025 Astria Therapeutics, Inc. |
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| August 6, 2025 |
Exhibit 99.1 Astria Therapeutics Enters into Licensing Agreement with Kaken Pharmaceutical to Develop and Commercialize Navenibart for HAE in Japan - Up to $32 Million in Upfront and Milestone Payments, Plus Royalties - - Kaken Expertise in Commercializing Innovative Therapies Supports Navenibart’s Potential to be First-Choice HAE Treatment in Japan - - Updated Cash Runway Supports the Company’s O |
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| June 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 11, 2025 Astria Therapeutics, Inc. |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37467 Astria Therapeutics, Inc. |
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| April 28, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confide |
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| March 11, 2025 |
Exhibit 99.1 Astria Therapeutics Reports Fourth Quarter and Full Year 2024 Financial Results and Provides a Corporate Update - ALPHA-ORBIT Pivotal Phase 3 Trial Evaluating Every 3- and Every 6-Month Administration of Navenibart (STAR-0215) in Hereditary Angioedema is Underway - - Initial Efficacy and Safety Data from Navenibart ALPHA-SOLAR Long-Term Extension Trial Expected Mid-2025 - - Phase 1a T |
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| March 11, 2025 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of the Registrant Entity Jurisdiction of Incorporation Astria Securities Corporation Delaware Quellis Biosciences, LLC Delaware |
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| March 11, 2025 |
Exhibit 19.1 INSIDER TRADING POLICY This document sets forth the policy of Astria Therapeutics, Inc. and its subsidiaries (collectively, the “Company”) regarding trading in the Company’s securities and the disclosure of information concerning the Company, and amends, restates and replaces the Company’s existing insider trading policy. This Insider Trading Policy (the “Insider Trading Policy”) is d |
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| March 11, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2025 Astria Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37467 26-3687168 (State or other jurisdiction of incorporation) (Commissio |
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| March 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37467 Astria Therapeutics, Inc. |
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| February 14, 2025 |
EX-99.1 2 ex-99-02142025110241.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Astria Therapeutics, Inc. and further agree that thi |
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| January 28, 2025 |
EXHIBIT I JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0. |
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| January 13, 2025 |
Corporate Presentation January 2025 1 Exhibit 99.2 Corporate Presentation January 2025 1 FLS This presentation contains forward - looking statements within the meaning of applicable securities laws and regulations including , but not limited to, statements regarding: the expected design, timing of initiation and receipt of topline results from the ALPHA - ORBIT trial; the goals and objectives of the ALPHA - ORBIT trial and the long - |
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| January 13, 2025 |
Exhibit 99.1 Astria Therapeutics Announces Design of ALPHA-ORBIT Pivotal Phase 3 Trial of Navenibart in HAE - Single Pivotal Trial Designed to Demonstrate Efficacy and Safety of Every 3- and Every 6-Month Administration in a 6-Month Treatment Period - - Pioneering Patient-Centric Dosing Flexibility in HAE with Potential Market-Leading First-Choice Profile - - Phase 3 Initiation On-Track, Expected |
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| January 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2025 Astria Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37467 26-3687168 (State or other jurisdiction of incorporation) (Commiss |
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| December 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2024 Astria Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37467 26-3687168 (State or other jurisdiction of incorporation) (Commis |
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| December 19, 2024 |
ASTRIA THERAPEUTICS, INC. 2022 INDUCEMENT STOCK INCENTIVE PLAN Exhibit 99.1 ASTRIA THERAPEUTICS, INC. 2022 INDUCEMENT STOCK INCENTIVE PLAN 1. Purpose The purpose of this 2022 Inducement Stock Incentive Plan (the “Plan”) of Astria Therapeutics, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contr |
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| November 14, 2024 |
EX-99.1 2 d879370dex991.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT The persons below hereby agree that the Schedule 13D to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13D, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 193 |
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| November 14, 2024 |
SC 13G 1 p24-3215sc13g.htm ASTRIA THERAPEUTICS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Astria Therapeutics, Inc. (Name of Issuer) Common stock, $0.001 par value per share (Title of Class of Securities) 04635X102 (CUSIP Number) September 30, 2024 (Date of event which requires filing of this statement) C |
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| November 14, 2024 |
EX-99.1 2 tm2427451d6ex1.htm EXHIBIT 1 EXHIBIT 1 AGREEMENT This Joint Filing Agreement, dated as of November 14, 2024, is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commissio |
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| November 14, 2024 |
JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) EX-99.1 2 p24-3215exhibit991.htm JOINT ACQUISITION STATEMENT EXHIBIT 99.1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity |
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| November 14, 2024 |
ATXS / Astria Therapeutics, Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm2427451d6sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Astria Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 04635X102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statem |
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| November 14, 2024 |
ATXS / Astria Therapeutics, Inc. / PERCEPTIVE ADVISORS LLC - SC 13D/A Activist Investment SC 13D/A 1 d879370dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* Astria Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 04635X 102 (CUSIP Number) Alexander Rakitin Perceptive Advisors LLC 51 Astor Place, 10th Floor New York, NY 10003 (646) 20 |
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| November 14, 2024 |
ATXS / Astria Therapeutics, Inc. / Fairmount Funds Management LLC - SC 13G/A Passive Investment SC 13G/A 1 tm2427721d3sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Astria Therapeutics, Inc. (Name of Issuer) Common Stock, Par Value $0.001 (Title of Class of Securities) 04635X102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Chec |
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| November 14, 2024 |
SC 13G/A 1 tm2428137d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Astria Therapeutics, Inc. (Name of Issuer) Common stock, $0.001 par value per share (Title of Class of Securities) 04635X 10 2 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Stat |
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| November 13, 2024 |
ATXS / Astria Therapeutics, Inc. / TCG Crossover GP II, LLC - SC 13G/A Passive Investment SC 13G/A 1 d882097dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Astria Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 04635X 10 2 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37467 Astria Therapeutics, Inc. |
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| November 1, 2024 |
ATXS / Astria Therapeutics, Inc. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment SC 13G 1 ATXSSC13G.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ASTRIA THERAPEUTICS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 04635X102 (CUSIP Number) OCTOBER 28, 2024 (Date of event which requires filing of this statement) Check the appropriate box to designat |
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| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37467 Astria Therapeutics, Inc. |
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| August 12, 2024 |
As filed with the Securities and Exchange Commission on August 12, 2024 As filed with the Securities and Exchange Commission on August 12, 2024 Registration No. |
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| August 12, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Astria Therapeutics, Inc. |
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| August 12, 2024 |
Second Amended and Restated 2015 Stock Incentive Plan Exhibit 10.1 ASTRIA THERAPEUTICS, INC. SECOND AMENDED AND RESTATED 2015 STOCK INCENTIVE PLAN 1.Purpose The purpose of this Second Amended and Restated 2015 Stock Incentive Plan (the “Plan”) of Astria Therapeutics, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are |
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| June 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 5, 2024 Astria Therapeutics, Inc. |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37467 Astria Therapeutics, Inc. |
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| April 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| April 22, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| April 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 5, 2024 Astria Therapeutics, Inc. |
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| March 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 25, 2024 Astria Therapeutics, Inc. |
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| March 4, 2024 |
Exhibit 10.19 SUBLEASE AGREEMENT This SUBLEASE AGREEMENT (this “Sublease”) is made as of the 3rd day of January 2024 (the “Effective Date”) between Duck Creek Technologies LLC, a Delaware limited liability company (“Sublessor”) with an address of 22 Boston Wharf Road, Boston, Massachusetts 02110 and Astria Therapeutics, Inc., a Delaware corporation (“Sublessee”), with an address of 75 State Street |
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| March 4, 2024 |
Exhibit 10.18 EXECUTION COPY Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. LICENSE AGREEMENT by and between ICHNOS SCIENCES SA ICHNOS SCIENCES INC. and ASTRIA THERAPEUTICS, INC. TABLE OF CONTENTS Page LICENSE AGREEMENT |
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| March 4, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 4, 2024 Astria Therapeutics, Inc. |
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| March 4, 2024 |
Exhibit 1.1 OPEN MARKET SALE AGREEMENTSM March 4, 2024 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Astria Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common |
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| March 4, 2024 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of the Registrant Entity Jurisdiction of Incorporation Astria Securities Corporation Delaware Quellis Biosciences, LLC Delaware |
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| March 4, 2024 |
ASTRIA THERAPEUTICS, INC. Up to $150,000,000 Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-276057 PROSPECTUS SUPPLEMENT (To Prospectus Dated December 29, 2023) ASTRIA THERAPEUTICS, INC. Up to $150,000,000 Common Stock We have entered into an Open Market Sale AgreementSM, or the Sales Agreement, with Jefferies LLC, or Jefferies, dated March 4, 2024, relating to the sale of shares of our common stock, $0.001 par val |
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| March 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37467 Astria Therapeutics, Inc. |
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| March 4, 2024 |
Compensation Recovery Policy of the Registrant 75 State Street, Suite 1400, Boston MA 02109 USA Exhibit 97.1 Astria Therapeutics, Inc. Compensation Recovery Policy This Compensation Recovery Policy (this “Policy”) is adopted by Astria Therapeutics, Inc. (the “Company”) in accordance with Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder (“Rule 10D-1”), and Nasdaq Listing Rule 5608 (“Rule 5608”). This Policy is effective as of |
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| February 14, 2024 |
ATXS / Astria Therapeutics, Inc. / Deep Track Capital, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2024 |
ATXS / Astria Therapeutics, Inc. / Fairmount Funds Management LLC - SC 13G/A Passive Investment SC 13G/A 1 tm245759d8sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Astria Therapeutics, Inc. (Name of Issuer) Common Stock, Par Value $0.001 (Title of Class of Securities) 04635X102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Astria Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 04635X102 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| February 13, 2024 |
ATXS / Astria Therapeutics, Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SC 13G 1 tv0352-astriatherapeuticsinc.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Astria Therapeutics Inc Title of Class of Securities: Common Stock CUSIP Number: 04635X102 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule purs |
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| February 13, 2024 |
SC 13G/A 1 ea193539-13ga2vivoastria.htm AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Astria Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 04635X102 (CUSIP Number) December 31, 2023 (Date of Event which Requires Fi |
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| February 12, 2024 |
ATXS / Astria Therapeutics, Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13G Passive Investment SC 13G 1 tm245429d18sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Astria Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 04635X102 (CUSIP Number) February 1, 2024 (Date of Event Which Requires Filing of this Statement) Check |
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| February 12, 2024 |
EX-99.1 2 tm245429d18ex-1.htm EXHIBIT 1 EXHIBIT 1 AGREEMENT This Joint Filing Agreement, dated as of February 12, 2024, is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commissi |
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| February 5, 2024 |
ATXS / Astria Therapeutics, Inc. / PERCEPTIVE ADVISORS LLC - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Astria Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 04635X 102 (CUSIP Number) Alexander Rakitin Perceptive Advisors LLC 51 Astor Place, 10th Floor New York, NY 10003 (646) 205-5340 (Name, Address and Tele |
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| January 31, 2024 |
Exhibit 1.1 10,340,000 Shares of Common Stock Astria Therapeutics, Inc. UNDERWRITING AGREEMENT January 30, 2024 JEFFERIES LLC EVERCORE GROUP L.L.C. As Representatives of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o Evercore Group L.L.C. 55 East 52nd Street New York, New York 10055 Ladies and Gentlemen: Astria Therapeutics, Inc., a D |
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| January 31, 2024 |
Astria Therapeutics Announces Pricing of $125 Million Underwritten Offering Exhibit 99.1 Astria Therapeutics Announces Pricing of $125 Million Underwritten Offering BOSTON, Mass., January 30, 2024 – Astria Therapeutics, Inc. (“Astria Therapeutics,” “Astria,” the “Company,” “our,” or “us”) (Nasdaq: ATXS), a biopharmaceutical company focused on developing life-changing therapies for allergic and immunological diseases, today announced the pricing of an underwritten offering |
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| January 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 30, 2024 Astria Therapeutics, Inc. |
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| January 31, 2024 |
ASTRIA THERAPEUTICS, INC. 10,340,000 Shares of Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-276057 PROSPECTUS SUPPLEMENT (To Prospectus Dated December 29, 2023) ASTRIA THERAPEUTICS, INC. 10,340,000 Shares of Common Stock We are offering 10,340,000 shares of our common stock at an offering price of $12.09. Our common stock is listed on The Nasdaq Global Market under the symbol “ATXS.” On January 29, 2024, the last |
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| January 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2024 Astria Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37467 26-3687168 (State or other jurisdiction of incorporation) (Commiss |
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| January 16, 2024 |
ATXS / Astria Therapeutics, Inc. / TCG Crossover GP II, LLC - SC 13G Passive Investment SC 13G 1 d928880dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Astria Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 04635X 10 2 (CUSIP Number) January 5, 2024 (Date of Event Which Requires Filing of This Statement) Check t |
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| January 16, 2024 |
EX-99.1 2 d928880dex991.htm EX-99.1 Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement. The undersigned acknowledge that |
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| January 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2024 Astria Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37467 26-3687168 (State or other jurisdiction of incorporation) (Commissi |
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| January 2, 2024 |
SC 13G 1 tm2332531d3sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Astria Therapeutics, Inc. (Name of Issuer) Common stock, $0.001 par value per share (Title of Class of Securities) 04635X 10 2 (CUSIP Number) December 21, 2023 (Date of Event Which Requires Filing of this Statement) Ch |
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| December 28, 2023 |
December 28, 2023 By Electronic Submission Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N. |
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| December 28, 2023 |
As filed with the Securities and Exchange Commission on December 28, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 28, 2023 Registration No. |
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| December 28, 2023 |
ASTRIA THERAPEUTICS, INC. 75 State Street Suite 1400 Boston, Massachusetts 02109 ASTRIA THERAPEUTICS, INC. 75 State Street Suite 1400 Boston, Massachusetts 02109 December 28, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Astria Therapeutics, Inc. Registration Statement on Form S-3 File No. 333-276057 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securit |
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| December 20, 2023 |
ASTRIA THERAPEUTICS, INC. 2022 INDUCEMENT STOCK INCENTIVE PLAN Exhibit 99.1 ASTRIA THERAPEUTICS, INC. 2022 INDUCEMENT STOCK INCENTIVE PLAN 1. Purpose The purpose of this 2022 Inducement Stock Incentive Plan (the “Plan”) of Astria Therapeutics, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contr |
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| December 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2023 Astria Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37467 26-3687168 (State or other jurisdiction of incorporation) (Commis |
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| December 15, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Astria Therapeutics, Inc. |
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| December 15, 2023 |
As filed with the Securities and Exchange Commission on December 15, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 15, 2023 Registration No. |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 Astria Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37467 26-3687168 (State or other jurisdiction of incorporation) (Commis |
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| November 13, 2023 |
Exhibit 99.1 Astria Therapeutics Reports Third Quarter Financial Results and Provides a Corporate Update - New Phase 1a Results Confirm Potential for STAR-0215 to Prevent HAE Attacks with Dosing 2 or 4 Times Per Year - - ALPHA-STAR Trial of STAR-0215 Initial Proof-of-Concept Data in Patients Now Expected Q1 2024 - - STAR-0310, Potential Best-in-Class OX40 Program for the Treatment of Atopic Dermat |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37467 Astria Therapeutics, Inc. |
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| October 18, 2023 |
ATXS / Astria Therapeutics Inc / PERCEPTIVE ADVISORS LLC - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Astria Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 04635X 102 (CUSIP Number) Alexander Rakitin Perceptive Advisors LLC 51 Astor Place, 10th Floor New York, NY 10003 (646) 205-5340 (Name, Address and Tele |
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| October 12, 2023 |
Exhibit 1.1 8,253,895 Shares of Common Stock Pre-Funded Warrants to Purchase 1,571,093 Shares of Common Stock and Common Stock Warrants to Purchase 7,368,738 Shares of Common Stock Astria Therapeutics, Inc. UNDERWRITING AGREEMENT October 11, 2023 JEFFERIES LLC EVERCORE GROUP L.L.C. As Representatives of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o Ever |
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| October 12, 2023 |
Astria Therapeutics Announces Pricing of $64 Million Underwritten Offering Exhibit 99.1 Astria Therapeutics Announces Pricing of $64 Million Underwritten Offering BOSTON, Mass., October 11, 2023 – Astria Therapeutics, Inc. (“Astria Therapeutics,” “Astria,” the “Company,” “our,” or “us”) (Nasdaq: ATXS), a biopharmaceutical company focused on developing life-changing therapies for allergic and immunological diseases, today announced the pricing of an underwritten offering |
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| October 12, 2023 |
Exhibit 4.1 ASTRIA THERAPEUTICS, Inc. WARRANT TO PURCHASE COMMON STOCK Number of Shares: [] (subject to adjustment) Warrant No. [] Original Issue Date: October 16, 2023 Astria Therapeutics, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [] or its registered assigns (the “Holder” |
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| October 12, 2023 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-271848 PROSPECTUS SUPPLEMENT (To Prospectus Dated May 23, 2023) ASTRIA THERAPEUTICS, INC. 8,253,895 Shares of Common Stock Pre-Funded Warrants to Purchase 1,571,093 Shares of Common Stock Common Stock Warrants to Purchase 7,368,738 Shares of Common Stock We are offering (i) 8,253,895 shares of our common stock and accompanyi |
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| October 12, 2023 |
Issuer Free Writing Prospectus dated October 11, 2023 Filed Pursuant to Rule 433 Registration No. |
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| October 12, 2023 |
Exhibit 4.2 FORM OF COMMON STOCK PURCHASE WARRANT ASTRIA THERAPEUTICS, INC. Warrant Shares: [ ] Issue Date: October 16, 2023 Initial Exercise Date: October 16, 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, a |
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| October 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 12, 2023 Astria Therapeutics, Inc. |
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| October 12, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 11, 2023 Astria Therapeutics, Inc. |
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| October 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 4, 2023 Astria Therapeutics, Inc. |
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| October 11, 2023 |
Exhibit 99.1 Astria Therapeutics Announces Exclusive Worldwide License Agreement with Ichnos Sciences for OX40 Portfolio - Differentiated Preclinical Lead Candidate STAR-0310 to be Developed as a Potential Best-in-Class Long-Acting Treatment for Atopic Dermatitis - - Conference Call and Webcast to be Held on October 12, 2023 at 8:30am ET - BOSTON, Mass., October 11, 2023 – Astria Therapeutics, Inc |
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| October 11, 2023 |
Astria Therapeutics October 2023 1 Exhibit 99.2 Astria Therapeutics October 2023 1 Cautionary Note Regarding Forward Looking Statements and Disclaimer This presentation and various remarks we make during this presentation contain forward - looking statements within the meaning of applicable securities laws and regulations including, but not limited to, statements regarding: expectations regarding the po ten tial significance of the |
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| August 7, 2023 |
Exhibit 10.1 MASTER CONSULTING AGREEMENT THIS MASTER CONSULTING AGREEMENT (together with the attached Exhibits and Annexes), the “Agreement”), is made as of April 3, 2023 (the “Effective Date”) by and between Astria Therapeutics, Inc., a Delaware corporation with a principal business address at 75 State Street, 14th Floor, Boston, MA 02109 (“Astria”), and Joanne Beck, with an address at 500 Atlant |
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| August 7, 2023 |
As filed with the Securities and Exchange Commission on August 7, 2023 As filed with the Securities and Exchange Commission on August 7, 2023 Registration No. |
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| August 7, 2023 |
Amended and Restated 2015 Stock Incentive Plan, as amended Exhibit 10.2 ASTRIA THERAPEUTICS, INC. AMENDED AND RESTATED 2015 STOCK INCENTIVE PLAN 1. Purpose The purpose of this 2015 Stock Incentive Plan (the “Plan”) of Astria Therapeutics, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contri |
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| August 7, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Astria Therapeutics, Inc. |
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| August 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37467 Astria Therapeutics, Inc. |
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| June 6, 2023 |
Exhibit 3.2 RESTATED CERTIFICATE OF INCORPORATION OF ASTRIA THERAPEUTICS, INC. (originally incorporated on June 26, 2008 under the name Catabasis Pharmaceuticals, Inc.) Astria Therapeutics, Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows: I. Tha |
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| June 6, 2023 |
Exhibit 3.1 AMENDED AND RESTATED BY-LAWS OF ASTRIA THERAPEUTICS, INC. TABLE OF CONTENTS ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 1 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting and Proxies 2 1.9 Action at Meeting 3 1.10 Nomination of Directors 3 1.11 Notice of Business at Annual Meetings 7 1.12 Conduct of Mee |
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| June 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 2, 2023 Astria Therapeutics, Inc. |
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| May 18, 2023 |
ASTRIA THERAPEUTICS, INC. 75 State Street Suite 1400 Boston, Massachusetts 02109 ASTRIA THERAPEUTICS, INC. 75 State Street Suite 1400 Boston, Massachusetts 02109 May 18, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Astria Therapeutics, Inc. Registration Statement on Form S-3 File No. 333-271848 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities A |
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| May 11, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Astria Therapeutics, Inc. |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37467 Astria Therapeutics, Inc. |
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| May 11, 2023 |
As filed with the Securities and Exchange Commission on May 11, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 11, 2023 Registration No. |
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| April 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| April 20, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| April 6, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2023 Astria Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37467 26-3687168 (State or other jurisdiction of incorporation) (Commissio |
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| March 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2023 Astria Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37467 26-3687168 (State or other jurisdiction of incorporation) (Commissio |
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| March 22, 2023 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of the Registrant Entity Jurisdiction of Incorporation Astria Securities Corporation Delaware Quellis Biosciences, LLC Delaware |
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| March 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37467 Astria Therapeutics, Inc. |
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| March 22, 2023 |
Exhibit 99.1 Astria Therapeutics Reports Fourth Quarter and Full Year 2022 Financial Results and Provides a Corporate Update - ALPHA-STAR Phase 1b/2 Trial in People with HAE Underway with Initial Proof-of-Concept Results Anticipated Mid-2024 - - Phase 1a Results Support STAR-0215’s Target Profile as a Long-Acting Plasma Kallikrein Inhibitor with Estimated Half-Life of up to 117 Days - - Ended 4Q 2 |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Astria Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 04635X102 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 14, 2023 |
ATXS / Astria Therapeutics Inc / Fairmount Funds Management LLC - SC 13G/A Passive Investment SC 13G/A 1 tm235981d3sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.3)* Astria Therapeutics, Inc. (Name of Issuer) Common Stock, Par Value $0.001 (Title of Class of Securities) 04635X102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the |
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| February 14, 2023 |
SC 13G/A 1 atxs-sc13ga123122.htm ACQUISITION OF BENEFICIAL OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Astria Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 04635X102 (CUSIP Number) December 31, 2022 (Date of Event Which Requ |
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| February 14, 2023 |
Joint Acquisition Statement Pursuant to Section 240.13d-1(k) EX-1 2 ex-1.htm JOINT ACQUISITION STATEMENT Altium Capital Management, LP SC 13G/A Page 9 of 9 EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240.13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of |
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| February 14, 2023 |
ATXS / Astria Therapeutics Inc / Cormorant Asset Management, LP Passive Investment SC 13G/A 1 schedule13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Astria Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 04635X102 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t |
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| February 14, 2023 |
ATXS / Astria Therapeutics Inc / Deep Track Capital, LP Passive Investment SC 13G/A 1 deeptrack-atxs123122a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Astria Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 04635X102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Ch |
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| February 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2023 Astria Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-37467 26-3687168 (State or Other Jurisdiction of Incorporation (Commission F |
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| February 2, 2023 |
ASTRIA THERAPEUTICS, INC. 2022 INDUCEMENT STOCK INCENTIVE PLAN Exhibit 99.1 ASTRIA THERAPEUTICS, INC. 2022 INDUCEMENT STOCK INCENTIVE PLAN 1. Purpose The purpose of this 2022 Inducement Stock Incentive Plan (the “Plan”) of Astria Therapeutics, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contr |
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| January 5, 2023 |
Exhibit 99.1 Corporate Presentation January 2023 1 Confidential Forward Looking Statements This presentation and various remarks we make during this presentation contain forward - looking statements of Astria Therapeutics, Inc .. (?Astria,? the ?Company,? ?we?, ?our? or ?us?) within the meaning of applicable securities laws and regulations, including statements with respect to : the Company?s proj |
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| January 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2023 Astria Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-37467 26-3687168 (State or Other Jurisdiction of Incorporation (Commission Fi |
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| December 22, 2022 |
ATXS / Astria Therapeutics Inc / Deep Track Capital, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| December 21, 2022 |
ATXS / Astria Therapeutics Inc / PERCEPTIVE ADVISORS LLC - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Astria Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 04635X 102 (CUSIP Number) Alexander Rakitin Perceptive Advisors LLC 51 Astor Place, 10th Floor New York, NY 10003 (646) 205-5340 (Name, Address and Tele |
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| December 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Astria Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 04635X102 (CUSIP Number) December 15, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th |
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| December 15, 2022 |
Exhibit 99.1 Astria Therapeutics Announces Positive Preliminary Results from the Phase 1a Clinical Trial of STAR-0215 in Healthy Subjects - Shown Early Proof of Concept of STAR-0215’s Profile as a Long-Acting Plasma Kallikrein Inhibitor with Estimated Half-Life of Up to 110 Days - - Plans to Initiate ALPHA-STAR Phase 1b/2 Trial in Hereditary Angioedema Patients in Q1 2023 - - Results to be discuss |
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| December 15, 2022 |
Astria Therapeutics Announces Pricing of $100 Million Underwritten Offering of Common Stock Exhibit 99.1 Astria Therapeutics Announces Pricing of $100 Million Underwritten Offering of Common Stock BOSTON, Mass., December 15, 2022 ? Astria Therapeutics, Inc. (?Astria Therapeutics,? ?Astria,? the ?Company,? ?our,? or ?us?) (Nasdaq: ATXS), a biopharmaceutical company developing STAR-0215 for the treatment of hereditary angioedema and focused on life-changing therapies for rare and niche all |
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| December 15, 2022 |
ASTRIA THERAPEUTICS, INC. 9,082,653 Shares Common Stock TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(5) ?Registration No. 333-264911? PROSPECTUS SUPPLEMENT (To Prospectus Dated May 23, 2022) ASTRIA THERAPEUTICS, INC.? 9,082,653 Shares Common Stock? We are offering 9,082,653 shares of our common stock. Our common stock is listed on The Nasdaq Global Market under the symbol ?ATXS.? On December 14, 2022, the last reported sale price of our common stoc |
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| December 15, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 15, 2022 Astria Therapeutics, Inc. |
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| December 15, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 15, 2022 Astria Therapeutics, Inc. |
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| December 15, 2022 |
Astria STAR - 0215 Phase 1a Trial Preliminary Results December 2022 1 Confidential Exhibit 99.2 Astria STAR - 0215 Phase 1a Trial Preliminary Results December 2022 1 Confidential This presentation and various remarks we make during this presentation contain forward-looking statements of Astria Therapeutics, Inc. ("Astria," the "Company," "we", "our" or "us") within the meaning of applicable securities laws and regulations, including statements with respect to: the Company's proj |
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| December 15, 2022 |
Exhibit 1.1 9,082,653 Shares of Common Stock Astria Therapeutics, Inc. UNDERWRITING AGREEMENT December 15, 2022 JEFFERIES LLC EVERCORE GROUP L.L.C. As Representatives of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o Evercore Group L.L.C. 55 East 52nd Street New York, New York 10055 Ladies and Gentlemen: Astria Therapeutics, Inc., a Delaware corporation |
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| November 14, 2022 |
ATXS / Astria Therapeutics Inc / RA CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* ASTRIA THERAPEUTICS INC. (f/k/a Catabasis Pharmaceuticals, Inc.) (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 04635X102 (CUSIP Number) November 14, 2022 (Date of Event Which Requires Filing of this Statement) |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ? ? FORM 10-Q ? (Mark One) ? ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the quarterly period ended September 30, 2022 ? OR ? ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the transition period from to ? Commission File Number: 001-37467 ? Astria Therapeutics, Inc. |
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| November 10, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 10, 2022 Astria Therapeutics, Inc. |
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| November 10, 2022 |
ASTRIA THERAPEUTICS, INC. Up to $50,000,000 Common Stock TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(5) ?Registration No. 333-264911? PROSPECTUS SUPPLEMENT To Prospectus Supplement Dated September 22, 2022 (To Prospectus Dated May 23, 2022) ASTRIA THERAPEUTICS, INC. Up to $50,000,000? Common Stock? This prospectus supplement amends and restates the information in our prospectus supplement, dated September 22, 2022, and, accordingly, the information |
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| September 16, 2022 |
ASTRIA THERAPEUTICS, INC. Up to $30,500,001.62 Common Stock TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(5) ?Registration No. 333-264911? PROSPECTUS SUPPLEMENT (To Prospectus Dated May 23, 2022) ASTRIA THERAPEUTICS, INC. Up to $30,500,001.62? Common Stock? This prospectus supplement amends and restates the information in our sales agreement prospectus, dated May 23, 2022, filed as part of our registration statement on Form S-3 (File No. 333-264911), an |
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| September 16, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 16, 2022 Astria Therapeutics, Inc. |
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| September 8, 2022 |
ATXS / Astria Therapeutics Inc / Vivo Opportunity, LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Astria Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 04635X102 (CUSIP Number) August 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| September 2, 2022 |
ATXS / Astria Therapeutics Inc / Cormorant Asset Management, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Astria Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 04635X102 (CUSIP Number) August 23, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| September 2, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of September 2, 2022, is by and among Cormorant Global Healthcare Master Fund, LP, Cormorant Global Healthcare GP, LLC, Cormorant Asset Management, LP and Bihua Chen (collectively, the ?Filers?). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D a |
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| August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ? ? FORM 10-Q ? (Mark One) ? ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the quarterly period ended June 30, 2022 ? OR ? ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the transition period from to ? Commission File Number: 001-37467 ? Astria Therapeutics, Inc. |
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| June 10, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 9, 2022 Astria Therapeutics, Inc. |
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| May 19, 2022 |
ASTRIA THERAPEUTICS, INC. 100 High Street Floor 28 Boston, Massachusetts 02110 ASTRIA THERAPEUTICS, INC. 100 High Street Floor 28 Boston, Massachusetts 02110 May 19, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Astria Therapeutics, Inc. Registration Statement on Form S-3 File No. 333-264911 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act |
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| May 13, 2022 |
As filed with the Securities and Exchange Commission on May 12, 2022 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 12, 2022 Registration No. |
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| May 13, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Astria Therapeutics, Inc. |
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| May 12, 2022 |
Exhibit 10.8 ? ASTRIA THERAPEUTICS, INC. Amended and Restated Severance Benefits Plan 1.Establishment of Plan. Astria Therapeutics, Inc., a Delaware corporation, hereby establishes this amended and restated unfunded severance benefits plan (the ?Plan?) that is intended to be a welfare benefit plan within the meaning of Section 3(1) of ERISA. The Plan is in effect for Covered Employees who experien |
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| May 12, 2022 |
2015 Employee Stock Purchase Plan Exhibit 10.7 ? ASTRIA THERAPEUTICS, INC. 2015 EMPLOYEE STOCK PURCHASE PLAN* The purpose of this Plan is to provide eligible employees of Astria Therapeutics, Inc. (the ?Company?) and certain of its subsidiaries with opportunities to purchase shares of the Company?s common stock, $0.001 par value (the ?Common Stock?), commencing at such time as the Company?s Board of Directors (the ?Board?) shall d |
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| May 12, 2022 |
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 s |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ? ? FORM 10-Q ? (Mark One) ? ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the quarterly period ended March 31, 2022 ? OR ? ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the transition period from to ? Commission File Number: 001-37467 ? Astria Therapeutics, Inc. |
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| May 12, 2022 |
Exhibit 10.5 ? ASTRIA THERAPEUTICS, INC. INCENTIVE STOCK OPTION AGREEMENT Astria Therapeutics, Inc. (the ?Company?) hereby grants the following stock option pursuant to its Amended and Restated 2015 Stock Incentive Plan. 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 S |
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| April 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| April 27, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.????) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Ru |
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| March 10, 2022 |
ASTRIA THERAPEUTICS, INC. Up to $20,081,554 Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-231441 PROSPECTUS SUPPLEMENT (To Prospectus Supplement dated June 30, 2021 To Prospectus dated May 23, 2019) ASTRIA THERAPEUTICS, INC. Up to $20,081,554 Common Stock This prospectus supplement amends and supplements the information in the prospectus, dated May 23, 2019, filed with the Securities and Exchange Commission as a part of our registra |
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| March 10, 2022 |
As filed with the Securities and Exchange Commission on March 10, 2022 As filed with the Securities and Exchange Commission on March 10, 2022 Registration No. |
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| March 10, 2022 |
Exhibit 10.19 EXECUTION VERSION ? SUBLEASE AGREEMENT ? THIS SUBLEASE AGREEMENT (?Sublease Agreement?) made as of January 28, 2022 (?Effective Date?), by and between Grant Thornton LLP, an Illinois limited liability partnership (?Sublandlord?), and Astria Therapeutics, Inc., a Delaware corporation (?Subtenant?). ? W I T N E S S E T H: ? WHEREAS, Sublandlord is the tenant under that certain Lease da |
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| March 10, 2022 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2021, Astria Therapeutics, Inc. (?we?, ?us? or the ?Company?) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): our common stock, $0.001 par value per share. The following de |
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| March 10, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Astria Therapeutics, Inc. |
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| March 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ? FORM 10-K ? (Mark One) ? ? ? ? ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the fiscal year ended December 31, 2021 ? or ? ? ? ? ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the transition period from to ? Commission File Number: 001-37467 ? Astria Therapeutics, Inc. |
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| March 10, 2022 |
Subsidiaries of the Registrant Exhibit 21.1 ? Subsidiaries of the Registrant ? Entity Jurisdiction of Incorporation Astria Securities Corporation Delaware ? ? ? Quellis Biosciences, LLC ? Delaware ? |
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| February 22, 2022 |
ASTRIA THERAPEUTICS, INC. 2022 INDUCEMENT STOCK INCENTIVE PLAN Exhibit 99.1 ASTRIA THERAPEUTICS, INC. 2022 INDUCEMENT STOCK INCENTIVE PLAN 1.????????????Purpose The purpose of this 2022 Inducement Stock Incentive Plan (the ?Plan?) of Astria Therapeutics, Inc., a Delaware corporation (the ?Company?), is to advance the interests of the Company?s stockholders by enhancing the Company?s ability to attract, retain and motivate persons who are expected to make impo |
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| February 22, 2022 |
Exhibit 99.2 ASTRIA THERAPEUTICS, INC. Nonstatutory STOCK OPTION AGREEMENT Granted Under 2022 Inducement Stock Incentive Plan Astria Therapeutics, Inc. (the ?Company?) hereby grants the following stock option to the Participant listed below pursuant to the Company?s 2022 Inducement Stock Incentive Plan (the ?Plan?). The terms and conditions attached hereto are also a part hereof. Notice of Grant N |
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| February 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 17, 2022 Astria Therapeutics, Inc. |
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| February 14, 2022 |
ATXS / Astria Therapeutics Inc / RA CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Astria Therapeutics Inc. (f/k/a Catabasis Pharmaceuticals, Inc.) (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 04635X102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) |
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| February 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Astria Therapeutics, Inc. (Name of Issuer) Common Stock, Par Value $0.001 (Title of Class of Securities) 04635X102 (CUSIP Number) James J. Moloney Gibson, Dunn & Crutcher LLP 3161 Michelson Drive Irvine, CA 92612 (949) 451-3800 (Name, Address and Telepho |
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| February 2, 2022 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 28, 2022 Astria Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37467 26-3687168 (State or Other Jurisdiction of Incorporation) (Commiss |
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| January 7, 2022 |
ATXS / Astria Therapeutics Inc / Rosalind Advisors, Inc. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Astria Therapeutics, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 04635X102 (CUSIP Number) Dec 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: o |
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| January 7, 2022 |
Exhibit A Joint Filing Agreement The undersigned hereby agree that this Statement on Schedule 13G with respect to the beneficial ownership of shares of Common Stock of Astria Therapeutics, Inc. |
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| December 15, 2021 |
ASTRIA THERAPEUTICS, INC. AMENDED AND RESTATED 2015 STOCK INCENTIVE PLAN Exhibit 99.1 ASTRIA THERAPEUTICS, INC. AMENDED AND RESTATED 2015 STOCK INCENTIVE PLAN 1. Purpose The purpose of this 2015 Stock Incentive Plan (the ?Plan?) of Astria Therapeutics, Inc., a Delaware corporation (the ?Company?), is to advance the interests of the Company?s stockholders by enhancing the Company?s ability to attract, retain and motivate persons who are expected to make important contri |
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| December 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 14, 2021 Astria Therapeutics, Inc. |
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| November 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ? ? FORM 10-Q ? (Mark One) ? ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the quarterly period ended September 30, 2021 ? OR ? ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the transition period from to ? Commission File Number: 001-37467 ? Astria Therapeutics, Inc. |
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| November 10, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2021 Astria Therapeutics, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-37467 26-3687168 (State or Other Jurisdiction of Incorporation) (Commis |
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| November 10, 2021 |
Exhibit 99.1 Astria Therapeutics Reports Third Quarter 2021 Financial Results and Provides a Corporate Update - STAR-0215, in Development to Treat HAE, on Track for Initial Phase 1 Clinical Results Expected by Year End 2022 - - New Preclinical Data on STAR-0215 Demonstrating High Potency and Extended Plasma Half-Life - - Findings on Burdens of Disease and Treatment in HAE Support Substantial Need |
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| November 4, 2021 |
? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.??????) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) |
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| November 4, 2021 |
DEF 14A 1 tm2130904-4def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of |
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| October 25, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.??????) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by |
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| September 23, 2021 |
CATB / Catabasis Pharmaceuticals Inc / Viridian, LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Final Amendment No. 1)* Astria Therapeutics, Inc. (Name of Issuer) Common Stock, Par Value $0.001 (Title of Class of Securities) 04635X102 (CUSIP Number) James J. Moloney Gibson, Dunn & Crutcher LLP 3161 Michelson Drive Irvine, CA 92612 (949) 451-3800 (Name, Address and T |
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| September 22, 2021 |
CATB / Catabasis Pharmaceuticals Inc / Fairmount Funds Management LLC - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* Astria Therapeutics, Inc. (Name of Issuer) Common Stock, Par Value $0.001 (Title of Class of Securities) 04635X102 (CUSIP Number) James J. Moloney Gibson, Dunn & Crutcher LLP 3161 Michelson Drive Irvine, CA 92612 (949) 451-3800 (Name, Address and |
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| September 8, 2021 |
Certificate of Amendment to Restated Certificate of Incorporation of the Company. Exhibit 3.1 CERTIFICATE OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION OF CATABASIS PHARMACEUTICALS, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Catabasis Pharmaceuticals, Inc. (hereinafter called the ?Corporation?), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (t |
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| September 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 8, 2021 Astria Therapeutics, Inc. |
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| September 8, 2021 |
Exhibit 3.2 RESTATED CERTIFICATE OF INCORPORATION OF ASTRIA THERAPEUTICS, INC. (originally incorporated on June 26, 2008 under the name Catabasis Pharmaceuticals, Inc.) Astria Therapeutics, Inc. (hereinafter called the ?Corporation?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows: I. That the followi |
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| September 8, 2021 |
Exhibit 99.1 Corporate Presentation September 2021 1 Confidential Forward Looking Statements This presentation and various remarks we make during this presentation contain forward-looking statements of Astria Therapeutics, Inc. (?Astria,? the ?Company,? ?we?, ?our? or ?us?) within the meaning of applicable securities laws and regulations, including statements with respect to: our future expectatio |
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| September 8, 2021 |
Exhibit 3.3 AMENDED AND RESTATED BY-LAWS OF ASTRIA THERAPEUTICS, INC. TABLE OF CONTENTS ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 1 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting and Proxies 2 1.9 Action at Meeting 3 1.10 Nomination of Directors 3 1.11 Notice of Business at Annual Meetings 6 1.12 Conduct of Mee |
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| August 20, 2021 |
Certificate of Amendment to Restated Certificate of Incorporation of Catabasis Pharmaceuticals, Inc. Exhibit 3.1 CERTIFICATE OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION OF Catabasis Pharmaceuticals, Inc. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Catabasis Pharmaceuticals, Inc. (hereinafter called the ?Corporation?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify a |
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| August 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 19, 2021 Catabasis Pharmaceuticals, Inc. |
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| August 9, 2021 |
As filed with the Securities and Exchange Commission on August 9, 2021 Registration No. |
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| August 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ? ? FORM 10-Q ? (Mark One) ? ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the quarterly period ended June 30, 2021 ? OR ? ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the transition period from to ? Commission File Number: 001-37467 ? ? Catabasis Pharmaceuticals, Inc. |
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| July 9, 2021 |
CATB / Catabasis Pharmaceuticals Inc / FEDERATED HERMES, INC. Passive Investment OMB APPROVAL OMB Number: 3235-0145 Estimated average burden hours per response ?.11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5*) CATABASIS PHARMACEUTICALS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 14875P206 (CUSIP Number) June 30, 2021 (Date of Event Which Requires Filing o |
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| June 30, 2021 |
Exhibit 1.1 OPEN MARKET SALE AGREEMENTSM June 30, 2021 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Catabasis Pharmaceuticals, Inc., a Delaware corporation (the ?Company?), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the ?Agent?), shares of the Company?s c |
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| June 30, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 30, 2021 Catabasis Pharmaceuticals, Inc. |
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| June 30, 2021 |
CATABASIS PHARMACEUTICALS, INC. Up to $25,000,000 Common Stock TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(5) ?Registration No. 333-231441? PROSPECTUS SUPPLEMENT (To Prospectus dated May 23, 2019) CATABASIS PHARMACEUTICALS, INC. Up to $25,000,000 Common Stock We have entered into an Open Market Sale AgreementSM, or the sales agreement, with Jefferies LLC, or Jefferies, dated June 30, 2021, relating to the sale of shares of our common stock, $0.001 par va |
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| June 25, 2021 |
CATB / Catabasis Pharmaceuticals Inc / PERCEPTIVE ADVISORS LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Catabasis Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 14875P 206 (CUSIP Number) Alexander Rakitin Perceptive Advisors LLC 51 Astor Place, 10th Floor New York, NY 10003 (646) 205-5340 (Na |
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| June 25, 2021 |
CATB / Catabasis Pharmaceuticals Inc / Xontogeny, LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Catabasis Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 14875P 206 (CUSIP Number) Christopher Garabedian Xontogeny, LLC 240 Newbury Street, Suite 201 Boston, MA 02116 (857) 891-0017 (Name, Address |
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| June 25, 2021 |
Exhibit 1 JOINT FILING AGREEMENT The persons below hereby agree that the Schedule 13D to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13D, shall be filed jointly on behalf of each of them. |
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| June 17, 2021 |
CATB / Catabasis Pharmaceuticals Inc / Fairmount Funds Management LLC - SC 13G Passive Investment SC 13G 1 d134499dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Catabasis Pharmaceuticals, Inc. (Name of Issuer) Common Stock, Par Value $0.001 (Title of Class of Securities) 14875P206 (CUSIP Number) James J. Moloney Gibson, Dunn & Crutcher LLP 3161 Michelson Drive Irvine, CA 92612 (9 |
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| June 17, 2021 |
CATB / Catabasis Pharmaceuticals Inc / Viridian, LLC - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Catabasis Pharmaceuticals, Inc. (Name of Issuer) Common Stock, Par Value $0.001 (Title of Class of Securities) 14875P206 (CUSIP Number) James J. Moloney Gibson, Dunn & Crutcher LLP 3161 Michelson Drive Irvine, CA 92612 (949) 451-3800 (Name, Address and Te |
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| June 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Catabasis Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 14875P206 (CUSIP Number) June 8, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| June 10, 2021 |
Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No. |
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| June 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 2, 2021 Catabasis Pharmaceuticals, Inc. |
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| June 2, 2021 |
Corporate Presentation dated June 2021 Exhibit 99.2 Investor Presentation June 2021 Forward Looking Statements This presentation and various remarks we make during this presentation contain forward-looking statements of Catabasis Pharmaceuticals, Inc. (?Catabasis,? the ?Company,? ?we?, ?our? or ?us?) within the meaning of applicable securities laws and regulations, including statements with respect to: our future expectations, plans an |
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| June 2, 2021 |
CATABASIS PHARMACEUTICALS, INC. AMENDED AND RESTATED 2015 STOCK INCENTIVE PLAN(1) Exhibit 99.1 CATABASIS PHARMACEUTICALS, INC. AMENDED AND RESTATED 2015 STOCK INCENTIVE PLAN(1) 1. Purpose The purpose of this 2015 Stock Incentive Plan (the ?Plan?) of Catabasis Pharmaceuticals, Inc., a Delaware corporation (the ?Company?), is to advance the interests of the Company?s stockholders by enhancing the Company?s ability to attract, retain and motivate persons who are expected to make i |
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| May 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37467 Catabasis Pharmaceuticals, Inc. |
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| April 19, 2021 |
? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ? FORM 10-K/A (Amendment No. |
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| April 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| April 16, 2021 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-254174 PROSPECTUS CATABASIS PHARMACEUTICALS, INC. 92,399,805 Shares of Common Stock Offered by the Selling Stockholders This prospectus relates to the proposed resale or other disposition of an aggregate of 92,399,805 shares (the “Shares”) of our common stock, par value $0.001 per share (the “Common Stock”), by the selling s |
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| April 16, 2021 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 16, 2021 Registration No. |
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| April 16, 2021 |
definitive proxy statement on Schedule 14A filed with the SEC on April 16, 2021; TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.??????) Filed by the Registrant ? ? Filed by a Party other than the Registrant ? ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted |
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| April 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 13, 2021 Catabasis Pharmaceuticals, Inc. |
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| April 14, 2021 |
Catabasis Pharmaceuticals, Inc. 100 High Street, 28th Floor Boston, MA 02110 CORRESP 1 filename1.htm Catabasis Pharmaceuticals, Inc. 100 High Street, 28th Floor Boston, MA 02110 April 14, 2021 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Catabasis Pharmaceuticals, Inc. Registration Statement on Form S-3 File No. 333-254174 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 promul |
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| April 2, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.??????) Filed by the Registrant ? ? Filed by a Party other than the Registrant ? ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted |
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| March 11, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is dated as of January 28, 2021, by and among Catabasis Pharmaceuticals, Inc., a Delaware corporation (the ?Company?), and the several purchasers signatory hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchasers?). This Agreement is made pursuant to the Stock |
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| March 11, 2021 |
TABLE OF CONTENTS ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ? FORM 10-K (Mark One) ?? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the fiscal year ended December 31, 2020 or ?? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the transition period from to Commission File Number: 001-37467 Catabasis Pharmaceuticals, Inc. |
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| March 11, 2021 |
Exhibit 99.1 QuELLIS BIOSCIENCES, INC. 2019 STOCK INCENTIVE PLAN 1. Purpose. The purpose of this 2019 Stock Incentive Plan (the ?Plan?) of Quellis Biosciences, Inc., a Delaware corporation (the ?Company?), is to advance the interests of the Company?s stockholders by enhancing the Company?s ability to attract, retain and motivate persons who are expected to make important contributions to the Compa |
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| March 11, 2021 |
Exhibit 10.9 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THIS WARRANT AND PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL |
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| March 11, 2021 |
As filed with the Securities and Exchange Commission on March 11, 2021 Registration No. |
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| March 11, 2021 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of the Registrant Entity Jurisdiction of Incorporation Catabasis Securities Corporation Delaware Quellis Biosciences, LLC. Delaware |
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| March 11, 2021 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 11, 2021 Registration No. |
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| March 11, 2021 |
Exhibit 10.10 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THIS WARRANT AND PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL |
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| February 16, 2021 |
SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13GA Under the Securities Exchange Act of 1934 (Amendment No. 3)* Catabasis Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 14875P206 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate bo |
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| February 16, 2021 |
Joint Acquisition Statement Pursuant to Section 240.13d-1(k) Catabasis Pharmaceuticals, Inc. SC 13G/A EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240.13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additi |
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| February 16, 2021 |
EX-99.A 2 d100462dex99a.htm EX-99.A EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the shares of common stock, par value $0.001 per share, of Catabasis Pharmaceuticals, Inc. dated as of February 16, 2021 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accord |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1)* Catabasis Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 14875P206 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 12, 2021 |
SC 13G/A 1 formcatabasis.htm OMB APPROVAL OMB Number: 3235-0145 Estimated average burden hours per response ….11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4*) CATABASIS PHARMACEUTICALS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 14875P206 (CUSIP Number) December 31, 2020 (Date |
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| February 8, 2021 |
EX-1 Exhibit 1 JOINT FILING AGREEMENT The persons below hereby agree that the Schedule 13D to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13D, shall be filed jointly on behalf of each of them. |
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| February 8, 2021 |
SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment )* Catabasis Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 14875P 206 (CUSIP Number) Alexander Rakitin Perceptive Advisors LLC 51 Astor Place, 10th Floor New York, NY 10003 (646) 205-5340 (Name, Addre |
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| January 29, 2021 |
Exhibit 99.1 Catabasis Pharmaceuticals Announces Acquisition of Quellis Biosciences Inc. Acquisition Includes QLS-215, a Potential Best-in-Class Monoclonal Antibody Inhibitor of Plasma Kallikrein in Preclinical Development for the Treatment of Hereditary Angioedema Company Plans to Use Private Placement Financing Proceeds of $110 Million to Complete IND-Enabling Studies, Phase 1a and Phase 1b/2 Cl |
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| January 29, 2021 |
Exhibit 3.1 CATABASIS PHARMACEUTICALS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES X CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW CATABASIS PHARMACEUTICALS, INC., a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 103 of the Delaware General Corporation Law (the “DGCL”) does he |
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| January 29, 2021 |
EXHIBIT 10.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is dated as of January 28, 2021, by and among Catabasis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Annex A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). BACKGROUND: A. The Company and each Purchaser is e |
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| January 29, 2021 |
Investor Presentation January 2021 Exhibit 99.2 Investor Presentation January 2021 Forward Looking Statements This presentation and various remarks we make during this presentation contain forward - looking statements of Catabasis Pharmaceuticals, Inc . (“Catabasis,” the “Company,” “we”, “our” or “us”) within the meaning of the Private Securities Litigation Reform Act of 1995 , including statements with respect to : future expectat |
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| January 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 28, 2021 Catabasis Pharmaceuticals, Inc. |
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| January 29, 2021 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is dated as of January 28, 2021, by and among Catabasis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). This Agreement is made pursuant to the Stock |
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| January 29, 2021 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among CATABASIS PHARMACEUTICALS, INC., CABO MERGER SUB I, INC., CABO MERGER SUB II, LLC, and QUELLIS BIOSCIENCES, INC. Dated as of January 28, 2021 TABLE OF CONTENTS Page Article I CERTAIN GOVERNANCE MATTERS 3 Section 1.1 Parent Matters 3 Section 1.2 First Step Surviving Company Matters 3 Section 1.3 Surviving Company Matters 4 Article II THE MERGER |
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| December 7, 2020 |
Costs Associated with Exit or Disposal Activities - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 4, 2020 Catabasis Pharmaceuticals, Inc. |
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| November 12, 2020 |
Exhibit 10.1 CATABASIS PHARMACEUTICALS, INC. Amended and Restated Severance Benefits Plan 1. Establishment of Plan. Catabasis Pharmaceuticals, Inc., a Delaware corporation, hereby establishes this amended and restated unfunded severance benefits plan (the “Plan”) that is intended to be a welfare benefit plan within the meaning of Section 3(1) of ERISA. The Plan is in effect for Covered Employees w |
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| November 12, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37467 Catabasis Pharmaceuticals, Inc. |
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| November 10, 2020 |
CATB / Catabasis Pharmaceuticals, Inc / FEDERATED HERMES, INC. Passive Investment OMB APPROVAL OMB Number: 3235-0145 Estimated average burden hours per response ….11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3*) CATABASIS PHARMACEUTICALS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 14875P206 (CUSIP Number) October 31, 2020 (Date of Event Which Requires Filin |
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| October 26, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 26, 2020 Catabasis Pharmaceuticals, Inc. |
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| October 26, 2020 |
Exhibit 99.1 Catabasis Pharmaceuticals Announces Top-Line Results for the Phase 3 PolarisDMD Trial of Edasalonexent in Duchenne Muscular Dystrophy - PolarisDMD Trial Did Not Achieve Primary or Secondary Endpoints - BOSTON, MA, OCTOBER 26, 2020 – Catabasis Pharmaceuticals, Inc. (NASDAQ:CATB), a clinical-stage biopharmaceutical company, today announced that the Phase 3 PolarisDMD trial of edasalonex |
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| September 21, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 17, 2020 Catabasis Pharmaceuticals, Inc. |
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| August 10, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37467 Catabasis Pharmaceuticals, Inc. |
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| June 12, 2020 |
As filed with the Securities and Exchange Commission on June 12, 2020 Registration No. |
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| June 12, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 11, 2020 Catabasis Pharmaceuticals, Inc. |
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| June 12, 2020 |
CATABASIS PHARMACEUTICALS, INC. AMENDED AND RESTATED 2015 STOCK INCENTIVE PLAN Exhibit 99.1 CATABASIS PHARMACEUTICALS, INC. AMENDED AND RESTATED 2015 STOCK INCENTIVE PLAN 1. Purpose The purpose of this 2015 Stock Incentive Plan (the “Plan”) of Catabasis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make impo |
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| May 12, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37467 Catabasis Pharmaceuticals, Inc. |
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| April 28, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| April 28, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| March 10, 2020 |
Description of Registered Securities Exhibit 4.4 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2019, Catabasis Pharmaceuticals, Inc. (“we”, “us” or the “Company”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our common stock, $0.001 par value per share. The follow |
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| March 10, 2020 |
CATB / Catabasis Pharmaceuticals, Inc 10-K - Annual Report - 10-K Use these links to rapidly review the document TABLE OF CONTENTS PART IV Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37467 Catabasis Pharmaceuticals, Inc. |
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| February 14, 2020 |
CATB / Catabasis Pharmaceuticals, Inc / FEDERATED INVESTORS INC /PA/ Passive Investment OMB APPROVAL OMB Number: 3235-0145 Estimated average burden hours per response ….11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2*) CATABASIS PHARMACEUTICALS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 14875P206 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Fili |
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| February 13, 2020 |
CATB / Catabasis Pharmaceuticals, Inc / Stonepine Capital Management, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Catabasis Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 14875P206 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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| February 10, 2020 |
EX-99.A EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the shares of common stock, par value $0.001 per share, of Catabasis Pharmaceuticals, Inc. dated as of January [], 2020 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of R |
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| February 10, 2020 |
CATB / Catabasis Pharmaceuticals, Inc / Corriente Advisors, Llc - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13GA Under the Securities Exchange Act of 1934 (Amendment No. 2)* Catabasis Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 14875P206 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate bo |
