Perceptive Advisors Llc - Oct 16, 2023 Form 4 Insider Report for Astria Therapeutics, Inc. (ATXS)

Role: Director
Signature: /s/ Joseph Edelman - for Perceptive Advisors LLC, By: Joseph Edelman, its managing member
Stock symbol: ATXS
Transactions as of: Oct 16, 2023
Transactions value $: $25,998,150
Form type: 4
Date filed: 10/18/2023, 04:11 PM
Previous filing: Sep 28, 2023
Next filing: Nov 9, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ATXS	Common Stock	Purchase	$4M	+614K	+59.14%	$6.51	1.65M	Oct 16, 2023	See footnote	F1, F3
transaction	ATXS	Common Stock	Purchase	$3M	+461K	+40.01%	$6.51	1.61M	Oct 16, 2023	See footnote	F1, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ATXS	Common Warrants (right to buy)	Purchase	$4M	+614K		$6.51	461K	Oct 16, 2023	Common Stock	461K	$8.03	See footnote	F1, F3, F5
transaction	ATXS	Common Warrants (right to buy)	Purchase	$6M	+921K	+400%	$6.51	1.15M	Oct 16, 2023	Common Stock	691K	$8.03	See footnote	F2, F3, F5
transaction	ATXS	Pre-funded Warrants (right to buy)	Purchase	$6M	+921K		$6.51	921K	Oct 16, 2023	Common Stock	921K	$0.00	See footnote	F2, F3, F6
transaction	ATXS	Common Warrants (right to buy)	Purchase	$3M	+461K		$6.51	345K	Oct 16, 2023	Common Stock	345K	$8.03	See footnote	F1, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents the combined purchase price for each share of Common Stock and accompanying common warrant purchased by the Reporting Person in the Issuer's registered public offering that closed on October 16, 2023.
F2	Represents the combined purchase price for each pre-funded warrant and accompanying common warrant purchased by the Reporting Person in the Issuer's registered public offering that closed on October 16, 2023.
F3	The securities are directly held by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). Perceptive Advisors LLC (the "Advisor") serves as the investment manager of Master Fund. Joseph Edelman is the managing member of the Advisor. Each of Mr. Edelman and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Mr. Edelman or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
F4	The securities are directly held by Perceptive Xontogeny Ventures, L.P. ("PXV"). The Advisor serves as the investment manager of PXV, and Perceptive Xontogeny Ventures GP, LLC ("PXV GP") is the general partner of PXV. Mr. Edelman is the managing member of PXV GP and the Advisor. The Advisor, PXV GP and Mr. Edelman disclaim, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his or its indirect pecuniary interest therein, and this report shall not be deemed an admission that they are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
F5	The common warrants are immediately exercisable and will expire on the fifth anniversary of their issuance, subject to the Beneficial Ownership Limitation (as defined below). Pursuant to the terms of the common warrants, the common warrant cannot be exercised to the extent that, upon giving effect to or immediately prior to such exercise, would cause either (i) the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates) would exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise or (ii) the combined voting power of the Issuer's securities beneficially owned by such holder (together with its affiliates) would exceed 9.99% of the combined voting power of all of the Issuer's securities outstanding immediately after giving effect to the exercise.
F6	The pre-funded warrants are immediately exercisable and will expire on the date they are exercised in full, subject to the Beneficial Ownership Limitation.