Perceptive Advisors SC 13D/A Astria Therapeutics / PERCEPTIVE ADVISORS ownership change

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Astria Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

04635X 102

(CUSIP Number)

Alexander Rakitin

Perceptive Advisors LLC

51 Astor Place, 10^th Floor

New York, NY 10003

(646) 205-5340

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 19, 2022

(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.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

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, as amended (“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).

CUSIP No. 04635X 102

1.	Names of Reporting Persons.   Perceptive Advisors LLC
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)   ☐
6.	Citizenship or Place of Organization   Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With	7.	Sole Voting Power   0
	8.	Shared Voting Power   2,487,802 (see Item 5)
	9.	Sole Dispositive Power   0
	10.	Shared Dispositive Power   2,487,802 (see Item 5)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person   2,487,802 (see Item 5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13.	Percent of Class Represented by Amount in Row (11)   9.9% (see Item 5)
14.	Type of Reporting Person (See Instructions)   IA

CUSIP No. 04635X 102

1.	Names of Reporting Persons.   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)   ☐
6.	Citizenship or Place of Organization   United States of America

Number of Shares  Beneficially  Owned by Each Reporting Person With	7.	Sole Voting Power   0
	8.	Shared Voting Power   2,487,802 (see Item 5)
	9.	Sole Dispositive Power   0
	10.	Shared Dispositive Power   2,487,802 (see Item 5)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person   2,487,802 (see Item 5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13.	Percent of Class Represented by Amount in Row (11)   9.9% (see Item 5)
14.	Type of Reporting Person (See Instructions)   IN

CUSIP No. 04635X 102

1.	Names of Reporting Persons.   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)   ☐
6.	Citizenship or Place of Organization   Cayman Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With	7.	Sole Voting Power   0
	8.	Shared Voting Power   1,336,649 (see Item 5)
	9.	Sole Dispositive Power   0
	10.	Shared Dispositive Power   1,336,649 (see Item 5)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person   1,336,649 (see Item 5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13.	Percent of Class Represented by Amount in Row (11)   5.3% (see Item 5)
14.	Type of Reporting Person (See Instructions)   CO

CUSIP No. 04635X 102

1.	Names of Reporting Persons.   Perceptive Xontogeny Venture Fund, L.P.
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)   ☐
6.	Citizenship or Place of Organization   Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With	7.	Sole Voting Power   0
	8.	Shared Voting Power   1,449,493 (see Item 5)
	9.	Sole Dispositive Power   0
	10.	Shared Dispositive Power   1,449,493 (see Item 5)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person   1,449,493 (see Item 5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13.	Percent of Class Represented by Amount in Row (11)   5.8% (see Item 5)
14.	Type of Reporting Person (See Instructions)   PN

Item 1.	Security and Issuer
Item 1 of the Schedule 13D is amended and supplemented as follows: This Amendment No. 2 amends and suppmenets the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on February 8, 2021, as amended by Amendment No. 1 filed on June 25, 2021, and relates to the shaers of common stock, par value $0.001 per share (“Common Stock”) of Astria Therapeutics, Inc. (formerly known as Catabasis Pharmaceurticals, Inc.) (the “Issuer”), which has its principal executive 75 State Street, Suite 1400, Boston, Massachusetts, 02109.
Item 3.	Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is amended and supplemented as follows: The Reporting Persons acquired beneficial ownership of the shares of the Common Stock in the transactions described in Item 5(c).
Item 5.	Interest in Securities of the Issuer
Item 5 of the Schedule 13D is amended and supplemented as follows: (a)   The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 24,830,796 shares of Common Stock to be outstanding as reported by the Issuer in its prospectus supplement filed with the SEC on December 15, 2022 after giving effect to the Issuer’s registered offering which closed on December 19, 2021. As disclosed in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 16, 2022, Xontogeny, LLC (“Xontogeny”) holds 1,281,197 shares of Common Stock and 1,090.188 shares of Series X Convertible Preferred Stock. (b)   The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference. The Master Fund holds 1,038,309 shares of the Issuer’s common stock and Perceptive Xontogeny holds 1,151,153 shares of the Issuer’s common stock. Pursuant to the terms of the Series X Convertible Preferred Stock, the Reporting Person’s beneficial ownership limitation is currently 9.99%. Perceptive Xontogeny currently holds 25,946.632 shares of Series X Convertible Preferred Stock, convertible into 4,324,525 shares of Common Stock (without giving effect to the beneficial ownership limitation). The Master Fund currently holds 4,070.734 shares of Series X Convertible Preferred Stock, convertible into 678,469 shares of Common Stock (without giving effect to the beneficial ownership limitation). When giving effect to the beneficial ownership limitation, the Reporting Persons can currently convert shares of Series X Convertible Preferred Stock into an aggregate of 298,340 shares of the Issuer’s Common Stock, and these shares are included in the beneficial ownership reported on the cover pages of this Schedule 13D. (c)   On December 19, 2022, the Master Fund purchased 908,265 shares of Common Stock at a purchase price of $11.01 per share from the Issuer in an underwritten public offering.

SIGNATURES

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: December 21, 2022

PERCEPTIVE ADVISORS LLC
By:	/s/ Joseph Edelman
	Name:	Joseph Edelman
	Title:	Managing Member
/s/ Joseph Edelman
JOSEPH EDELMAN
PERCEPTIVE LIFE SCIENCES MASTER FUND, LTD.
By:	Perceptive Advisors LLC
By:	/s/ Joseph Edelman
	Name:	Joseph Edelman
	Title:	Managing Member
PERCEPTIVE XONTOGENY VENTURE FUND, L.P.
By:	Perceptive Xontogeny Ventures GP, LLC
By:	/s/ Joseph Edelman
	Name:	Joseph Edelman
	Title:	Managing Member