As filed with the Securities and Exchange Commission
on August 12, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Astria Therapeutics, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
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26-3687168 |
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(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification No.) |
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22 Boston Wharf Road, 10th Floor
Boston, Massachusetts |
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02210 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Second Amended and Restated 2015 Stock Incentive
Plan
2015 Employee Stock Purchase Plan
2022 Inducement Stock Incentive Plan, as amended
(Full Title of the Plan)
Benjamin Harshbarger
Chief Legal Officer
22 Boston Wharf Road, 10th Floor
Boston, Massachusetts 02210
(Name and Address of Agent For Service)
(617) 349-1971
(Telephone Number, Including Area Code, of
Agent For Service)
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
¨ |
Accelerated
filer |
¨ |
| Non-accelerated
filer |
x |
Smaller
reporting company |
x |
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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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8, relating
to the Second Amended and Restated 2015 Stock Incentive Plan, the 2015 Employee Stock Purchase Plan and the 2022 Inducement Stock Incentive
Plan, as amended, of Astria Therapeutics, Inc. (the “Registrant”), is being filed for the purpose of registering additional
securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is
effective.
Accordingly, this Registration Statement incorporates
by reference the contents of:
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The following exhibits are incorporated herein
by reference:
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city
of Boston, Commonwealth of Massachusetts, on this 12th day of August, 2024.
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ASTRIA THERAPEUTICS, INC. |
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By: |
/s/ Jill C. Milne |
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Jill C. Milne |
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President and Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Astria
Therapeutics, Inc., hereby severally constitute and appoint Jill C. Milne, Benjamin Harshbarger and Noah C. Clauser, and each of
them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities
indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration
statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Astria
Therapeutics, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to
said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
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Title |
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Date |
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| /s/ Jill C. Milne |
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President and Chief Executive Officer and Director
(Principal Executive Officer) |
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August 12, 2024 |
| Jill C. Milne |
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| /s/ Noah Clauser |
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Chief Financial Officer |
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August 12, 2024 |
| Noah Clauser |
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(Principal Financial Officer and Principal Accounting Officer) |
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| /s/ Kenneth Bate |
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Chairman of the Board of Directors |
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August 12, 2024 |
| Kenneth Bate |
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| /s/ Sunil Agarwal |
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Director |
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August 12, 2024 |
| Sunil Agarwal |
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| /s/ Joanne Beck |
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Director |
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August 12, 2024 |
| Joanne Beck |
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| /s/ Frederick P. Callori |
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Director |
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August 12, 2024 |
| Frederick P. Callori |
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| /s/ Hugh Cole |
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Director |
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August 12, 2024 |
| Hugh Cole |
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| /s/ Michael Kishbauch |
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Director |
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August 12, 2024 |
| Michael Kishbauch |
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| /s/ Gregg Lapointe |
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Director |
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August 12, 2024 |
| Gregg Lapointe |
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| /s/ Jonathan Violin |
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Director |
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August 12, 2024 |
| Jonathan Violin |
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Exhibit 5.1
August 12, 2024
Astria Therapeutics, Inc.
22 Boston Wharf Road, 10th Floor
Boston, Massachusetts 02210
| Re: |
Registration Statement on Form S-8: Second Amended and Restated 2015 Stock Incentive Plan, 2015 Employee Stock Purchase Plan and 2022 Inducement Stock Incentive Plan, as amended |
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on
Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 6,756,078 shares of
common stock, $0.001 par value per share (the “Shares”), of Astria Therapeutics, Inc., a Delaware corporation
(the “Company”), issuable under the Company’s Second Amended and Restated 2015 Stock Incentive Plan, 2015 Employee
Stock Purchase Plan and 2022 Inducement Stock Incentive Plan, as amended (collectively, the “Plans”).
We have examined the Certificate of Incorporation and By-Laws of the
Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the
meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company
as we have deemed material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the
legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer
and sale of the Shares in accordance with the Plans, to register and qualify the Shares for sale under all applicable state securities
or “blue sky” laws.
We express no opinion herein as to the laws of any state or jurisdiction
other than the state laws of the Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and the federal laws
of the United States of America.
It is understood that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters.
Astria Therapeutics, Inc.
August 12, 2024
Page 2
Based on the foregoing, we are of the opinion that the Shares have
been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the applicable
Plan, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission
in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities
Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7
of the Securities Act or the rules and regulations of the Commission.
Very truly yours,
| /s/ WILMER CUTLER PICKERING HALE AND DORR LLP |
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| WILMER CUTLER PICKERING HALE AND DORR LLP |
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Exhibit 23.2
Consent of Independent Registered Public Accounting
Firm
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Second Amended and Restated 2015 Stock Incentive Plan, the 2015 Employee Stock Purchase Plan and the
2022 Inducement Stock Incentive Plan, as amended, of Astria Therapeutics, Inc. of our report dated March 4, 2024, with respect
to the consolidated financial statements of Astria Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year
ended December 31, 2023, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
August 12, 2024
Exhibit 107
Calculation of Filing Fee Tables
| |
| Form S-8 |
| (Form Type) |
| |
| Astria Therapeutics, Inc. |
| (Exact Name of Registrant as Specified in its Charter) |
Table 1—Newly Registered Securities
Security
Type |
|
Security
Class Title |
|
Fee
Calculation
Rule |
|
Amount
Registered(1) |
|
Proposed
Maximum
Offering
Price Per
Share |
|
Proposed
Maximum
Aggregate
Offering
Price |
|
Fee Rate |
|
Amount of
Registration
Fee |
|
| Equity(2) |
|
Common Stock, $0.001 par value per share |
|
Other(3) |
|
|
6,756,078 shares(2) |
|
$ |
9.59 |
(3) |
$ |
64,790,788.02 |
(3) |
$147.60 per
$1,000,000 |
|
$ |
9,563.12 |
|
| Total Offering Amounts |
|
|
|
|
|
|
|
|
$ |
64,790,788.02 |
|
|
|
$ |
9,563.12 |
|
| Total Fee Offsets |
|
|
|
|
|
|
|
|
|
|
|
|
|
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— |
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| Net Fee Due |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,563.12 |
|
| (1) |
In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
| (2) |
Consists of (i) 5,750,000 shares issuable under the Second Amended and Restated 2015 Stock Incentive Plan, (ii) 6,078 shares issuable under the 2015 Employee Stock Purchase Plan, and (iii) 1,000,000 shares issuable under the 2022 Inducement Stock Incentive Plan, as amended. |
| (3) |
The proposed maximum offering price per share of $9.59
is estimated solely for the purpose of calculating the
registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act and is based upon the average of the high
and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Market on August 5,
2024. |
Grafico Azioni Astria Therapeutics (NASDAQ:ATXS)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Astria Therapeutics (NASDAQ:ATXS)
Storico
Da Gen 2024 a Gen 2025
