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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)
  (Commission File
Number)
  (IRS Employer
Identification No.)

 

75 State Street
Suite 1400
   
Boston, Massachusetts   02109
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (617) 349-1971

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading
Symbol(s)
  Name of each exchange on which registered
Common Stock, $0.001 par value per share   ATXS   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On December 14, 2023, the Board of Directors of Astria Therapeutics, Inc. (the “Company”) approved an amendment to the Company’s 2022 Inducement Stock Incentive Plan (the “Inducement Plan”) to increase the number of shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), reserved for issuance thereunder from 700,000 shares of Common Stock to 1,700,000 shares of Common Stock. After taking into account the amendment to the Inducement Plan, the Company currently has 1,012,100 shares of Common Stock available for the grant of stock awards (as defined below) under the Inducement Plan.

 

The amendment to the Inducement Plan was adopted without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. The Inducement Plan provides for the grant of nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards (collectively, the “stock awards”). Stock awards under the Inducement Plan may only be granted to persons who (a) were not previously an employee or director of the Company or (b) are commencing employment with the Company following a bona fide period of non-employment, in either case as an inducement material to the individual’s entering into employment with the Company and in accordance with the requirements of Nasdaq Stock Market Rule 5635(c)(4).

 

 

 

A copy of the Inducement Plan, as amended, is attached as Exhibit 99.1 hereto and incorporated by reference herein.

 

Item 9.01Financial Statements and Exhibits.

 

(d)     Exhibits

 

Exhibit 
Number
  Description
99.1   2022 Inducement Stock Incentive Plan, as amended
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 Astria Therapeutics, INC.
  
Date: December 20, 2023By: /s/ Ben Harshbarger
   Ben Harshbarger
   Chief Legal Officer