| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 6
)*
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Astria Therapeutics, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
04635X102 (CUSIP Number) |
12/31/2024 (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) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 04635X102 |
| 1 | Names of Reporting Persons Fairmount Funds Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 5,869,037.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA |
Comment for Type of Reporting Person:
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"), (ii) 650,000 shares of the Issuer's Common Stock Fund II has the right to acquire through the exercise of pre-funded warrants ("Pre-Funded Warrants"), and (iii) 1,664,908 shares of the Issuer's Common Stock Fund II has the right to acquire through the exercise of common warrants ("Warrants"). The Warrants are exercisable for a total of 1,727,049 shares. Both the Pre-Funded Warrants and the Warrants 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.
The percentage calculation is based upon 56,434,219 shares of the Issuer's Common Stock outstanding as of October 31, 2024, as disclosed in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 13, 2024.
SCHEDULE 13G |
| CUSIP No. | 04635X102 |
| 1 | Names of Reporting Persons Fairmount Healthcare Fund II GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 5,869,037.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
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"), (ii) 650,000 shares of the Issuer's Common Stock Fund II has the right to acquire through the exercise of pre-funded warrants ("Pre-FundedWarrants"), and (iii) 1,664,908 shares of the Issuer's Common Stock Fund II has the right to acquire through the exercise of common warrants ("Warrants"). The Warrants are exercisable for a total of 1,727,049 shares. Both the Pre-Funded Warrants and the Warrants 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.
The percentage calculation is based upon 56,434,219 shares of the Issuer's Common Stock outstanding as of October 31, 2024, as disclosed in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 13, 2024.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Astria Therapeutics, Inc. | |
| (b) | Address of issuer's principal executive
offices: 22 Boston Wharf Road, 10th Floor Boston, MA, 02210 | |
| Item 2. | ||
| (a) | Name of person filing: This Amendment No. 6 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, Amendment No. 3 thereto filed on February 14, 2023, Amendment No. 4 thereto filed on February 14, 2024 and Amendment No. 5 thereto filed on November 14, 2024.
(A) Fairmount Funds Management LLC
(B) Fairmount Healthcare Fund II GP LLC | |
| (b) | Address or principal business office or, if
none, residence: (A) 200 Barr Harbor Drive, Suite 400, West Conshohocken, PA 19428
(B) 200 Barr Harbor Drive, Suite 400, West Conshohocken, PA 19428 | |
| (c) | Citizenship: (A) Delaware
(B) Delaware | |
| (d) | Title of class of securities: Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.: 04635X102 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: 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 2,314,908 shares of Common Stock upon the exercise of Prefunded Warrants and Warrants. | |
| (b) | Percent of class: See the response(s) to Item 11 on the attached cover page(s). % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s). | ||
| (ii) Shared power to vote or to direct the
vote: See the response(s) to Item 6 on the attached cover page(s). | ||
| (iii) Sole power to dispose or to direct the
disposition of: See the response(s) to Item 7 on the attached cover page(s). | ||
| (iv) Shared power to dispose or to direct the
disposition of: See the response(s) to Item 8 on the attached cover page(s). | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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. |
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