TCG Crossover GP II SC 13G Astria Therapeutics / TCG Crossover GP II ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Astria Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

04635X 10 2

(CUSIP Number)

January 5, 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)

* 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).

CUSIP No. 04635X 10 2 13G

1.	NAMES OF REPORTING PERSONS   TCG Crossover GP II, 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	5.	SOLE VOTING POWER   0
	6.	SHARED VOTING POWER   4,368,928 (1)
	7.	SOLE DISPOSITIVE POWER   0
	8.	SHARED DISPOSITIVE POWER   4,368,928 (1)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,368,928 (1)
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   9.9% (2)
12.	TYPE OF REPORTING PERSON (see instructions)   OO

(1) These securities are held of record by TCG Crossover II (as defined in Item 2(a) below). TCG Crossover GP II (as defined in Item 2(a) below) is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities.

(2) Based on 43,980,603 shares of Common Stock (as defined in Item 2(d) below) of the Issuer (as defined in Item 1(a) below) outstanding, consisting of (a) 36,296,191 shares of Common Stock outstanding as of November 30, 2023, as reported by the Issuer in Amendment No. 1 to the Issuer’s Registration Statement on Form S-3, as filed with the Securities and Exchange Commission on December 28, 2023 (the “Form S-3”), plus (b) 4,738,606 shares of Common Stock issued and sold pursuant to the Issuer’s “at the market offering” program subsequent to November 30, 2023, as reported by the Issuer in the Form S-3, plus (c) 2,945,806 shares of Common Stock issued and sold pursuant to the Issuer’s “at the market offering” program to TCG Crossover II on January 5, 2024.

CUSIP No. 04635X 10 2 13G

1.	NAMES OF REPORTING PERSONS   TCG Crossover Fund II, L.P.
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	5.	SOLE VOTING POWER   0
	6.	SHARED VOTING POWER 4,368,928 (1)
	7.	SOLE DISPOSITIVE POWER   0
	8.	SHARED DISPOSITIVE POWER 4,368,928 (1)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,368,928 (1)
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   9.9% (2)
12.	TYPE OF REPORTING PERSON (see instructions)   PN

(1) These securities are held of record by TCG Crossover II. TCG Crossover GP II is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities.

(2) Based on 43,980,603 shares of Common Stock of the Issuer outstanding, consisting of (a) 36,296,191 shares of Common Stock outstanding as of November 30, 2023, as reported by the Issuer in the Form S-3, plus (b) 4,738,606 shares of Common Stock issued and sold pursuant to the Issuer’s “at the market offering” program subsequent to November 30, 2023, as reported by the Issuer in the Form S-3, plus (c) 2,945,806 shares of Common Stock issued and sold pursuant to the Issuer’s “at the market offering” program to TCG Crossover II on January 5, 2024.

CUSIP No. 04635X 10 2 13G

1.	NAMES OF REPORTING PERSONS   Chen Yu
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   United States of America

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   0
	6.	SHARED VOTING POWER 4,368,928 (1)
	7.	SOLE DISPOSITIVE POWER   0
	8.	SHARED DISPOSITIVE POWER 4,368,928 (1)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,368,928 (1)
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   9.9% (2)
12.	TYPE OF REPORTING PERSON (see instructions)   IN

(1) These securities are held of record by TCG Crossover II. TCG Crossover GP II is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities.

(2) Based on 43,980,603 shares of Common Stock of the Issuer outstanding, consisting of (a) 36,296,191 shares of Common Stock outstanding as of November 30, 2023, as reported by the Issuer in the Form S-3, plus (b) 4,738,606 shares of Common Stock issued and sold pursuant to the Issuer’s “at the market offering” program subsequent to November 30, 2023, as reported by the Issuer in the Form S-3, plus (c) 2,945,806 shares of Common Stock issued and sold pursuant to the Issuer’s “at the market offering” program to TCG Crossover II on January 5, 2024.

CUSIP No. 04635X 10 2 13G

Item 1(a). Name of Issuer:

Astria Therapeutics, Inc. (the “Issuer”).

Item 1(b). Address of Issuer’s Principal Executive Offices:

75 State Street, Suite 1400

Boston, MA 02109

Item 2(a). Name of Person Filing:

This joint statement on Schedule 13G is being filed by TCG Crossover Fund II, L.P. (“TCG Crossover II”) and TCG Crossover GP II, LLC (“TCG Crossover GP II” and together with TCG Crossover II, the “Reporting Entities”) and Chen Yu (the “Reporting Individual”). The Reporting Entities and the Reporting Individual are collectively referred to as the “Reporting Persons.” The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached to this Statement as Exhibit 1. Other than those securities reported herein as being held directly by such Reporting Person, each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person’s pecuniary interest therein.

Item 2(b) Address of Principal Business Office, or if None, Residence:

The address of the principal business office of each Reporting Person is 705 High St., Palo Alto, CA 94301.

Item 2(c). Citizenship:

TCG Crossover GP II is a limited liability company organized under the laws of the State of Delaware. TCG Crossover II is a limited partnership organized under the laws of the State of Delaware. The Reporting Individual is a citizen of the United States of America.

Item 2(d). Title of Class of Securities:

Common Stock, $0.001 par value per share (“Common Stock”).

Item 2(e). CUSIP Number:

04635X 10 2

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:

Not applicable.

CUSIP No. 04635X 10 2 13G

Item 4. Ownership.

(a) Amount beneficially owned:

See Row 9 of the cover page for each Reporting Person and the corresponding footnotes.*

(b) Percent of class:

See Row 11 of the cover page for each Reporting Person and the corresponding footnotes.*

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote

See Row 5 of the cover page for each Reporting Person and the corresponding footnotes.*

(ii) Shared power to vote or to direct the vote

See Row 6 of the cover page for each Reporting Person and the corresponding footnotes.*

(iii) Sole power to dispose or to direct the disposition of

See Row 7 of the cover page for each Reporting Person and the corresponding footnotes.*

(iv) Shared power to dispose or to direct the disposition of

See Row 8 of the cover page for each Reporting Person and the corresponding footnotes.*

* Except to the extent of his or its pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such shares of Common Stock, except for the shares, if any, such Reporting Person holds of record.

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

Under certain circumstances set forth in the limited partnership agreement of TCG Crossover II and the limited liability company agreement of TCG Crossover GP II, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of securities of the Issuer owned by each such entity of which they are a partner or member, as the case may be.

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.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

CUSIP No. 04635X 10 2 13G

Item 9. Notice of Dissolution of the Group.

Not applicable.

Item 10. Certifications.

Not Applicable

Material to be Filed as Exhibits.

Exhibit 1 – Joint Filing Agreement.

CUSIP No. 04635X 10 2 13G

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: January 16, 2024

TCG Crossover Fund II, L.P.
By:	TCG Crossover GP II, LLC
Its:	General Partner
By:	/s/ Chen Yu
	Managing Member
TCG Crossover GP II, LLC
By:	/s/ Chen Yu
	Managing Member
/s/ Chen Yu
Chen Yu