Point 1.01. Entering into a Definitive Material Agreement.
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.
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.
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
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.
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 LLCand Evercore Group L.L.C.5.1 Opinion of Wilmer Cutler Pickering Hale and Dorr LLP23.1 Consent of Wilmer Cutler Pickering Hale and Dorr LLP(included in Exhibit 5.1) 99.1 Press Release, dated December 15, 2022104 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.
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