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    Amendment: SEC Form SCHEDULE 13D/A filed by Astria Therapeutics Inc.

    10/16/25 8:52:53 PM ET
    $ATXS
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $ATXS alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 6)


    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)


    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






    SCHEDULE 13D

    CUSIP No.
    04635X102


    1 Name of reporting person

    Perceptive Advisors LLC
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    6,485,420.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    6,485,420.00
    11Aggregate amount beneficially owned by each reporting person

    6,485,420.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    11.5 %
    14Type of Reporting Person (See Instructions)

    IA



    SCHEDULE 13D

    CUSIP No.
    04635X102


    1 Name of reporting person

    Joseph Edelman
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    6,485,420.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    6,485,420.00
    11Aggregate amount beneficially owned by each reporting person

    6,485,420.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    11.5 %
    14Type of Reporting Person (See Instructions)

    IN



    SCHEDULE 13D

    CUSIP No.
    04635X102


    1 Name of reporting person

    Perceptive Life Sciences Master Fund, Ltd.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    CAYMAN ISLANDS
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    4,873,721.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    4,873,721.00
    11Aggregate amount beneficially owned by each reporting person

    4,873,721.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    8.6 %
    14Type of Reporting Person (See Instructions)

    CO



    SCHEDULE 13D

    CUSIP No.
    04635X102


    1 Name of reporting person

    Perceptive Xontogeny Venture Fund, L.P.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    1,611,699.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    1,611,699.00
    11Aggregate amount beneficially owned by each reporting person

    1,611,699.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    2.9 %
    14Type of Reporting Person (See Instructions)

    CO



    SCHEDULE 13D

    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.
    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.

     
    Perceptive Advisors LLC
     
    Signature:/s/ Joseph Edelman
    Name/Title:Joseph Edelman, Managing Member
    Date:10/16/2025
     
    Joseph Edelman
     
    Signature:/s/ Joseph Edelman
    Name/Title:Joseph Edelman
    Date:10/16/2025
     
    Perceptive Life Sciences Master Fund, Ltd.
     
    Signature:/s/ Joseph Edelman
    Name/Title:By: Perceptive Advisors LLC, By: Joseph Edelman, Managing Member
    Date:10/16/2025
     
    Perceptive Xontogeny Venture Fund, L.P.
     
    Signature:/s/ Joseph Edelman
    Name/Title:By: Perceptive Xontogeny Ventures GP, LLC; By: Joseph Edelman, Managing Member
    Date:10/16/2025
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