Current Report Filing (8-k)
05 Januar 2023 - 2:01PM
Edgar (US Regulatory)
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2023-01-05
2023-01-05
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 5, 2023
Astria Therapeutics, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware |
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001-37467 |
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26-3687168 |
(State or Other
Jurisdiction of Incorporation |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
75 State Street, Suite 1400 |
|
|
Boston, Massachusetts |
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02109 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (617) 349-1971
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
|
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
Common Stock, par value $0.001 per share |
ATXS |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02. Results of Operations and Financial Condition
On January 5, 2023, Astria Therapeutics, Inc. (the “Company”)
is making publicly available on its website a corporate presentation (the “Corporate Presentation”). A copy of the Corporate
Presentation is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
As disclosed in the Corporate Presentation,
although it has not finalized its full financial results for the fourth quarter and fiscal year ended December 31, 2022, on a preliminary
and unaudited basis, the Company had approximately $226 million of cash, cash equivalents and short-term investments as of December 31,
2022 (the “Financial Information”), which, based on the Company's current operating plan is estimated to enable the Company to fund its operating expenses and capital expenditure
requirements through the first half of 2025.
The Financial Information contained in this Item 2.02 of this
Current Report on Form 8-K is unaudited and preliminary, subject to the completion of the Company’s financial closing
procedures, and does not present all information necessary for an understanding of the Company’s financial condition as of
December 31, 2022, and its results of operations for the three months and year ended December 31, 2022. The audit of the
Company’s consolidated financial statements for the year ended December 31, 2022, is ongoing and could result in changes
to the Financial Information. In addition, the Company has based its estimate regarding its cash runway on assumptions that may prove to be wrong, and the Company could
use its available capital resources sooner than it currently expects.
The information in this Item 2.02 of this Current Report on Form 8-K,
including the Corporate Presentation, is being furnished and shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”),
or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure
On January 5, 2023, the Company is making publicly available on
its website the Corporate Presentation. A copy of the Corporate Presentation is furnished herewith as Exhibit 99.1 to this Current
Report on Form 8-K.
The information in this Item 7.01 of this Current Report on Form 8-K,
including the Corporate Presentation, is being furnished and shall not be deemed “filed” for purposes of Section 18 of
the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 8.01. Other Events
As disclosed in the Corporate Presentation, there were 27,501,340 shares
of the Company’s common stock issued and outstanding as of December 30, 2022, reflecting the issuance of shares of common stock
pursuant to the previously announced underwritten offering in December 2022, including the exercise of the option granted by the
Company to the underwriters to purchase additional shares of common stock.
Item 9.01. Financial Statements and Exhibits
Forward Looking Statements
Any statements in this Current Report on Form 8-K about future expectations, plans and prospects for the Company,
including statements about the Company’s estimated cash, cash equivalents and short-term investments as of December 31, 2022, and anticipated
cash runway, among other things, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995. The words “aims,” “anticipate,” “believe,” “estimate,” “expect,”
“may,” “could,” and other words and terms of similar meaning are intended to identify forward-looking statements,
although not all forward-looking statements contain these identifying words. You should not place undue reliance on these statements.
Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors,
including: risks and uncertainties inherent in the initiation and completion of preclinical studies and clinical trials and clinical development
of the Company’s product candidates; whether interim results from a clinical trial will be predictive of the final results of the trial
or the results of future trials; expectations for regulatory approvals to conduct trials or to market products; potential changes in estimated
cash, cash equivalents and marketable securities based on the completion of financial closing procedures and release of complete fiscal
2022 results; availability of funding sufficient for the Company’s foreseeable and unforeseeable operating expenses and capital expenditure
requirements; other matters that could affect the availability or commercial potential of the Company’s product candidates; and other
factors discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2021, filed with the U.S. Securities and Exchange Commission (“SEC”), and in other filings that the Company may make with
the SEC in the future. In addition, the forward-looking statements included in this Current Report on Form 8-K represent the Company’s
views as of the date hereof and should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof.
The Company anticipates that subsequent events and developments will cause the Company’s views to change. However, while the Company may
elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do
so.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ASTRIA THERAPEUTICS, INC. |
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Date: January 5, 2023 |
By: |
/s/ Ben Harshbarger |
|
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Ben Harshbarger
Chief Legal Officer |
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