Current Report Filing (8-k)
16 December 2021 - 8:07AM
Edgar (US Regulatory)
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0001454789
2021-12-14
2021-12-14
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
December 14, 2021
Astria
Therapeutics, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
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001-37467
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26-3687168
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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100
High Street, 28th
Floor
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Boston,
Massachusetts
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02110
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s telephone number, including
area code: (617) 349-1971
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
¨
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which
registered
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Common
Stock, par value $0.001 per share
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ATXS
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The
Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ¨
Item 5.02.
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Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On December 14, 2021, Astria Therapeutics, Inc.
(the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, the Company’s
stockholders, upon the recommendation of the Company’s Board of Directors, approved an amendment of the Company’s Amended
and Restated 2015 Stock Incentive Plan (the “2015 Plan”), which amendment had been previously approved by the Company’s
Board of Directors subject to stockholder approval, to increase the number of shares of the Company’s common stock that may be
issued under the 2015 Plan by 1,400,000 shares (the “Plan Increase Proposal”).
The description of the 2015 Plan contained
in the Company’s proxy statement for the Special Meeting, filed with the Securities and Exchange Commission on November 4, 2021,
under the heading “Proposal No. 1—Approval of Plan Increase Proposal” is incorporated herein by reference. A complete
copy of the Amended and Restated 2015 Plan, as so amended, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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At the Special Meeting, the stockholders
of the Company approved the Plan Increase Proposal. The results of the stockholders’ vote with respect to the Plan Increase Proposal
were as follows:
Votes For
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Votes Against
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Broker Non-Votes
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Votes Abstaining
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8,501,009
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80,358
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0
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5,820
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The results reported above are final voting
results. No other matters were considered or voted upon at the Special Meeting.
Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ASTRIA THERAPEUTICS, INC.
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Date: December 15, 2021
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By:
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/s/ Ben Harshbarger
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Ben Harshbarger
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Chief Legal Officer
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