UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Astria Therapeutics, Inc.
(Name of Issuer)
Common Stock, Par Value $0.001
(Title of Class of Securities)
04635X102
(CUSIP Number)
September 30, 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:
| * 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).
| 1. |
|
Names of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)
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 |
|
5. |
|
Sole Voting Power
0 |
| |
6. |
|
Shared Voting Power
5,868,045(1) |
| |
7. |
|
Sole Dispositive Power
0 |
| |
8. |
|
Shared Dispositive Power
5,868,045(1) |
| 9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
5,868,045(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)
IA |
(1) 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) 1,663,916 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.
(2) The number of shares outstanding for purposes of this percentage
calculation assumes (i) 56,425,282 shares of the Issuer’s Common Stock outstanding as of July 31, 2024, as reported in
Form 10-Q filed by the Issuer with the Securities and Exchange Commission on August 12, 2024, plus (ii) 2,313,916 shares
of Common Stock of which the Reporting Person may acquire beneficial ownership upon the exercise of Pre-Funded Warrants and Warrants,
as constrained by the Beneficial Ownership Limitation.
| 1. |
|
Names of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)
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 |
|
5. |
|
Sole Voting Power
0 |
| |
6. |
|
Shared Voting Power
5,868,045(1) |
| |
7. |
|
Sole Dispositive Power
0 |
| |
8. |
|
Shared Dispositive Power
5,868,045(1) |
| 9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
5,868,045(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) 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) 1,663,916 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.
(2) The number of shares outstanding for purposes of this percentage
calculation assumes (i) 56,425,282 shares of the Issuer’s Common Stock outstanding as of July 31, 2024, as reported in
Form 10-Q filed by the Issuer with the Securities and Exchange Commission on August 12, 2024, plus (ii) 2,313,916 shares
of Common Stock of which the Reporting Person may acquire beneficial ownership upon the exercise of Pre-Funded Warrants and Warrants,
as constrained by the Beneficial Ownership Limitation.
Astria Therapeutics, Inc.
| |
(b) |
Address of
Issuer’s Principal Executive Offices |
22 Boston Wharf Road, 10th
Floor, Boston, MA 02210
Item 2.
This Amendment No. 5 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 and
Amendment No. 4 thereto filed on February 14, 2024. |
| |
(a) |
Name of Person(s) Filing: |
(A) Fairmount Funds Management
LLC
(B) Fairmount Healthcare Fund II
GP LLC
| |
(b) |
Address of
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
(A) Delaware
(B) Delaware
| |
(d) |
Title of Class of
Securities:
|
Common Stock, Par Value $0.001
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: |
Not applicable.
| (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 association
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); |
| |
|
|
| (k) |
|
¨ |
|
Group, in accordance
with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify
the type of institution: _______________. |
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(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
2,313,916 shares of Common Stock upon the exercise of Pre-funded 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 such 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 Five Percent or
Less of a Class |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following ¨.
| Item 6. |
Ownership of More than Five Percent
on Behalf of Another Person |
Not applicable.
| 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.
| Item 9. |
Notice of Dissolution of Group |
Not applicable.
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.
Dated: November 14, 2024
| |
FAIRMOUNT FUNDS MANAGEMENT LLC |
| |
|
|
|
|
| |
By: |
|
/s/ Peter Harwin |
/s/Tomas
Kiselak |
| |
Name: |
|
Peter Harwin |
Tomas Kiselak |
| |
Title: |
|
Managing Member |
Managing Member |
| |
FAIRMOUNT HEALTHCARE FUND II GP LLC |
| |
|
|
|
|
| |
By: |
|
/s/ Peter Harwin |
/s/Tomas
Kiselak |
| |
Name: |
|
Peter Harwin |
Tomas Kiselak |
| |
Title: |
|
Managing Member |
Managing Member |
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