Amendment: SEC Form SCHEDULE 13D/A filed by Astria Therapeutics Inc.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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Astria Therapeutics, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
04635X102 (CUSIP Number) |
Alexander Rakitin 51 Astor Place, 10th Floor, New York, NY, 10003 (646) 205-5340 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/14/2025 (Date of Event Which Requires Filing of This Statement) |

SCHEDULE 13D
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| CUSIP No. | 04635X102 |
| 1 |
Name of reporting person
Perceptive Advisors LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
6,485,420.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
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| CUSIP No. | 04635X102 |
| 1 |
Name of reporting person
Joseph Edelman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,485,420.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 04635X102 |
| 1 |
Name of reporting person
Perceptive Life Sciences Master Fund, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
4,873,721.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 04635X102 |
| 1 |
Name of reporting person
Perceptive Xontogeny Venture Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,611,699.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share |
| (b) | Name of Issuer:
Astria Therapeutics, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
22 Boston Wharf Road, 10th Floor, Boston,
MASSACHUSETTS
, 02210. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of the Schedule 13D is amended and supplemented as follows:
On October 14, 2025, the Master Fund and Perceptive Xontogeny each entered into a Voting and Support Agreement (the "Voting Agreement") with BioCryst Pharmaceuticals, Inc. ("BioCryst"). Pursuant to the Voting Agreement, the Master Fund and Perceptive Xontogeny each agreed to vote their respective shares of Common Stock in favor of the adoption of the merger agreement between BioCryst, the Issuer, and Axel Merger Sub, Inc. dated October 14, 2025 (the "Merger Agreement") with respect to the proposed acquisition of the Issuer by BioCryst (the "Merger") and the approval of the transactions contemplated thereby, and, subject to certain exceptions, not to transfer their shares of Common Stock prior to the earlier of the effective time of the Merger and the termination of the Merger Agreement. The Master Fund and Perceptive Xontogeny each also consented to the treatment of their respective shares of Series X Convertible Preferred Stock and Warrants as set forth in the Merger Agreement. The Voting Agreements will terminate upon the earlier of the effective time of the Merger, their termination by written notice from BioCryst, any amendment of any term or provision of the Merger Agreement that reduces the consideration to be received by holders of Common Stock, and the termination of the Merger Agreement.
The foregoing description of the Voting Agreements is qualified in its entirety by reference to the terms of the agreements, the form of which is filed as Exhibit 8 to this Schedule 13D and incorporated by reference into this Item 6.
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| Item 7. | Material to be Filed as Exhibits. |
Item 7 of the Schedule 13D is amendmed and supplemented as follows:
Exhibit 8 Form of Voting and Support Agreement (incorporated by reference to Exhibit 99.1 to Astria Therapeutics, Inc.'s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 14, 2025) |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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(b)