PERCEPTIVE ADVISORS LLC - 16 Oct 2023 Form 4 Insider Report for Astria Therapeutics, Inc. (ATXS)

Reporting relationship: Director
Issuer ticker: ATXS
Reported as of: 16 Oct 2023
Net transaction value: +$25,998,150
SEC form: 4
Accepted by SEC: 18 Oct 2023, 16:11:36 UTC
Prior SEC filing: 28 Sep 2023
Next SEC filing: 09 Nov 2023
Source filing: View source filing
Reporting owner signature: /s/ Joseph Edelman - for Perceptive Advisors LLC, By: Joseph Edelman, its managing member

Key filing fact

PERCEPTIVE ADVISORS LLC filed Form 4 for Astria Therapeutics, Inc. (ATXS) on 18 Oct 2023.

Key facts

This page summarizes PERCEPTIVE ADVISORS LLC's Form 4 filing for Astria Therapeutics, Inc. (ATXS).
6 reported transactions and 4 derivative rows are listed below.
Accepted by SEC: 18 Oct 2023, 16:11.

Change

Previous filing in this sequence was filed on 28 Sep 2023.
Current net transaction value: +$25,998,150.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

ATXS transaction

Common Stock

Purchase

Transaction value: $4,000,000
Shares: +614,062
Change %: +59%
Price: $6.51
Shares after: 1,652,371
Date: 16 Oct 2023
Ownership: See footnote
Footnotes: F1, F3

ATXS transaction

Common Stock

Purchase

Transaction value: $2,999,997
Shares: +460,546
Change %: +40%
Price: $6.51
Shares after: 1,611,699
Date: 16 Oct 2023
Ownership: See footnote
Footnotes: F1, F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

ATXS transaction Derivative

Common Warrants (right to buy)

Purchase

Transaction value: $4,000,000
Shares: +614,062
Change %
Price: $6.51
Shares after: 460,546
Date: 16 Oct 2023
Ownership: See footnote
Underlying class: Common Stock
Underlying amount: 460,546
Exercise price: $8.02
Footnotes: F1, F3, F5

ATXS transaction Derivative

Common Warrants (right to buy)

Purchase

Transaction value: $5,999,079
Shares: +921,093
Change %: +400%
Price: $6.51
Shares after: 1,151,366
Date: 16 Oct 2023
Ownership: See footnote
Underlying class: Common Stock
Underlying amount: 690,819
Exercise price: $8.02
Footnotes: F2, F3, F5

ATXS transaction Derivative

Pre-funded Warrants (right to buy)

Purchase

Transaction value: $5,999,079
Shares: +921,093
Change %
Price: $6.51
Shares after: 921,093
Date: 16 Oct 2023
Ownership: See footnote
Underlying class: Common Stock
Underlying amount: 921,093
Exercise price: $0.001000
Footnotes: F2, F3, F6

ATXS transaction Derivative

Common Warrants (right to buy)

Purchase

Transaction value: $2,999,997
Shares: +460,546
Change %
Price: $6.51
Shares after: 345,409
Date: 16 Oct 2023
Ownership: See footnote
Underlying class: Common Stock
Underlying amount: 345,409
Exercise price: $8.02
Footnotes: F1, F4, F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 6 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.