SEC Form SC 13G/A filed by Astria Therapeutics Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

Astria Therapeutics, Inc.

(Name of Issuer)

Common Stock, Par Value $0.001

(Title of Class of Securities)

04635X102

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).

(1) The shares reported herein for the Reporting Person represent (i) 3,554,129 shares of the Issuer’s Common Stock held by Fairmount Healthcare Fund II LP (“Fund II”) and (ii) 79,836 shares of the Issuer’s Common Stock Fund II has the right to acquire through the exercise of pre-funded warrants (“Pre-Funded Warrants”). The Pre-Funded Warrants are exercisable for a total of 650,000 shares but contain a provision (the “Beneficial Ownership Limitation”) which precludes exercise of the warrants to the extent that, following exercise, the Reporting Person, together with its attribution parties, would own more than 9.99% of the Common Stock outstanding.

(2) The number of shares outstanding for purposes of this percentage calculation assumes (i) 36,296,191 shares of the Issuer’s Common Stock outstanding as of November 30, 2023, as reported in the Registration Statement on Form S-3 (File No. 333-276057) filed by the Issuer with the Securities and Exchange Commission on December 15, 2023, plus (ii) 79,836 shares of Common Stock of which the Reporting Person may acquire beneficial ownership upon the exercise of Pre-Funded Warrants, as constrained by the Beneficial Ownership Limitation.

(1) The shares reported herein for the Reporting Person represent (i) 3,554,129 shares of the Issuer’s Common Stock held by Fairmount Healthcare Fund II LP and (ii) 79,836 shares of the Issuer’s Common Stock Fund II has the right to acquire through the exercise of pre-funded warrants (“Pre-Funded Warrants”). The Pre-Funded Warrants are exercisable for a total of 650,000 shares but contain a provision (the “Beneficial Ownership Limitation”) which precludes exercise of the warrants to the extent that, following exercise, the Reporting Person, together with its attribution parties, would own more than 9.99% of the Common Stock outstanding.

(2) The number of shares outstanding for purposes of this percentage calculation assumes (i) 36,296,191 shares of the Issuer’s Common Stock outstanding as of November 30, 2023, as reported in the Registration Statement on Form S-3 (File No. 333-276057) filed by the Issuer with the Securities and Exchange Commission on December 15, 2023, plus (ii) 79,836 shares of Common Stock of which the Reporting Person may acquire beneficial ownership upon the exercise of Pre-Funded Warrants, as constrained by the Beneficial Ownership Limitation.

Item 1.  

Astria Therapeutics, Inc.

75 State Street, Suite 1400, Boston, MA 02109

Item 2.

This Amendment No. 4 to Schedule 13G amends and restates the statements on Schedule 13G originally filed on December 31, 2021, Amendment No. 1 thereto filed on September 22, 2021, Amendment No. 2 thereto filed on June 17, 2021, and Amendment No. 3 thereto filed on February 14, 2023.

(A) Fairmount Funds Management LLC

(B) Fairmount Healthcare Fund GP LLC

(C) Fairmount Healthcare Fund II GP LLC

(A) 200 Barr Harbor Drive, Suite 400, West Conshohocken, PA 19428

(B) 200 Barr Harbor Drive, Suite 400, West Conshohocken, PA 19428

(C) 200 Barr Harbor Drive, Suite 400, West Conshohocken, PA 19428

(A) Delaware

(B) Delaware

(C) Delaware

Common Stock, Par Value $0.001

04635X102

Not applicable.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Fund II holds (i) 3,554,129 shares of Common Stock, (ii) Pre-Funded Warrants with the right to acquire 650,000 shares of Common Stock and (iii) 1,727,049 common warrants (“Warrants”, with the right to acquire 1,727,049 shares of Common Stock at an exercise price of $8.025 per share). Pursuant to the terms of the Pre-funded Warrants and the Warrants, the Reporting Person’s beneficial ownership limitation is currently 9.99% (the “Beneficial Ownership Limitation”), which prevents the Reporting Persons from exercising the Pre-funded Warrants or Warrants if, after giving effect to such exercise, the Reporting Persons, together with their affiliates, would beneficially own more than 9.99% of the Issuer’s outstanding shares of Common Stock. When giving effect to the Beneficial Ownership Limitation, the Reporting Persons can currently acquire 79,836 shares of Common Stock upon the exercise of Pre-funded Warrants or Warrants.

See the response(s) to Item 11 on the attached cover page(s).

See the response(s) to Item 5 on the attached cover page(s).

See the response(s) to Item 6 on the attached cover page(s).

See the response(s) to Item 7 on the attached cover page(s).

See the response(s) to Item 8 on the attached cover page(s).

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

Dated: February 14, 2024