ASTRIA THERAPEUTICS, INC. : Entering into a Material Definitive Agreement, Other Events (Form 8-K)

Point 1.01. Entering into a Definitive Material Agreement.

good December 15, 2022, Astria Therapeutics, Inc. (the “Company”) entered into a warranty agreement (with the “Agreement”). Jefferies LLC and
Evercore Group LLCas representatives of the various underwriters named therein (the “Representatives”) (the “Underwriters”), relating to an underwritten offer (the “Shares”) of 9,082,653 shares of the Company’s common stock (the “Offer”), $0.001 par value per share (“Common Shares”). All shares will be sold by the Company. It is the offer price of the stock $11.01 per share The Underwriters will purchase the Shares from the Company in accordance with the Underwriting Agreement at a price. $10.3494 per share In addition, the Company granted the Respondents a 30-day option to purchase an additional 1,362,397 shares of its Common Stock (the “Additional Shares”) on the same terms and conditions as the Shares. The Company expects to receive net proceeds from the Offering of approx 93.6 million dollars, excluding insurance discounts and commissions and estimated offering expenses. If the Underwriters exercise their option to purchase the Additional Shares in full, the Company estimates that the net proceeds from the Offering will be approx. 107.7 million dollars, excluding insurance discounts and commissions and estimated offering expenses. The Company intends to use the net proceeds of the Offering for research and development activities, including potential clinical trials, and for working capital and other general corporate purposes.

The offer was made, and the shares and additional shares will be issued, pursuant to the Company’s Registration Document on Form S-3 (File No. 333-264911), which was filed. Securities and Exchange Commission (“SEC”) activated May 13, 2022 and it was declared valid May 23, 2022dated base booklet May 23, 2022 and a brochure supplement associated with the date December 15, 2022. The closing of the offering is expected to occur on or about December 19, 2022complying with the usual closing conditions.

The Insurance Agreement contains customary representations, warranties and covenants of the Company, customary closing conditions, indemnification obligations of the Company and the Underwriters under the Securities Act of 1933, as amended, including other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Agreement were made only for the purposes and specific dates of such agreement, were for the sole benefit of the parties to the agreement, and may contain limitations agreed upon by the contracting parties. With certain exceptions, the Company and each of the Company’s directors and executive officers have agreed not to offer, sell, pledge or otherwise dispose of beneficially owned common stock and other securities of the Company, including securities convertible into stock. of common stock and securities exchangeable or exercisable for shares of common stock after 90 days. December 15, 2022in each case, without obtaining the prior written consent of the Representatives.

The foregoing descriptions of the terms of the Insurance Agreement are not intended to be exhaustive and are qualified in their entirety by reference to the Insurance Agreement, which is filed as Exhibit 1.1 and incorporated herein by reference.

legal opinion of Wilmer Cutler Pickering Hale and Dorr LLPThe Company’s advisor, with respect to the Shares and Additional Shares, is filed as Exhibit 5.1 to this Effective Report on Form 8-K.

This Current Report on Form 8-K will not constitute an offer to sell, or the solicitation of an offer to buy, the securities discussed herein, nor will it constitute a sale of such securities in any state or jurisdiction in which such offer, solicitation, or offer is made. or the sale would be illegal prior to registration or qualification under the securities laws of any state or jurisdiction.


Item 8.01. Other Events.

good December 15, 2022, the Company issued a press release announcing the Offer price. The full text of the press release issued in connection with this announcement is filed as Exhibit 99.1 to this Effective Report on Form 8-K, and the information contained therein is incorporated by reference.









Cash Runway

Under the Company’s current operating plan, the Company estimates that the net proceeds from the Stock Offering, together with the Company’s existing cash, cash equivalents and short-term investments, will enable the Company to fund its operating expenses and capital expenditure requirements. By mid-2025. The Company has based this estimate on assumptions that may be incorrect, and may use the capital resources available to the Company sooner than currently expected.




Item 9.01. Exhibits.




Exhibits



 Number    Description

  1.1        Underwriting Agreement, dated December 15, 2022, by and among Astria
           Therapeutics, Inc., Jefferies LLC and Evercore Group L.L.C.
  5.1        Opinion of Wilmer Cutler Pickering Hale and Dorr LLP
  23.1       Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit
           5.1)
  99.1       Press Release, dated December 15, 2022
104        Cover Page Interactive Data File (embedded within the Inline XBRL document)




Forward Looking Statements

This Current Report on Form 8-K contains statements about the Company’s future expectations, plans and projections, including statements regarding the anticipated completion of the Offering, expected net proceeds from the Offering and the Company’s projected cash flow. , “believes,” “anticipates,” “plans,” “expects,” “may” and similar expressions are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may vary. Such forward-looking statements differ materially from those expressed due to a number of important factors, including: risks and uncertainties related to market conditions, compliance with customary closing conditions related to the offering and the Company’s intended use of proceeds, as well as uncertainties. They relate to the initiation and completion of preclinical studies and clinical trials and the clinical development of the Company’s product. candidates; whether the interim results of a clinical trial will be predictive of the final results of the trial or the results of future trials; Expectations of regulatory approvals to conduct trials or market products; Sufficient funding for foreseeable and unforeseen operating and capital expenditure requirements of the Company; other matters that may affect the availability or commercial potential of the Company’s product candidates; and general economic and market conditions and other factors discussed in the “Risk Factors” section of the Company’s Form 10-K for the year ended. December 31, 2021 presented together SECand in other files that the Company may make SEC in the future In addition, forward-looking statements contained in this Current Report on Form 8-K represent the Company’s views as of the date hereof and should not be relied upon as representing the Company’s views as of any date after that date. The Company anticipates that subsequent events and developments will change the Company’s views. However, although the Company may decide to update these forward-looking statements, the Company expressly disclaims any obligation to do so.

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