SEC Comment Letter 0000000000-23-014127 to Astria Therapeutics, Inc. (ATXS) (CIK 0001454789)
Astria Therapeutics, Inc. (ATXS) (CIK 0001454789)
Date: Dec. 27, 2023 · CIK: 0001454789 · Accession: 0000000000-23-014127
AI Filing Summary & Sentiment
File numbers found in text: 333-276057
Letter
United States securities and exchange commission logo December 27, 2023 Jill Milne President and Chief Executive Officer Astria Therapeutics, Inc. 75 State Street Suite 1400 Boston, Massachusetts 02109 Re:Astria Therapeutics, Inc. Registration Statement on Form S-3 Filed December 15, 2023 File No. 333-276057 Dear Jill Milne: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-3 filed December 15, 2023 General 1.In relation to the warrant share prospectus, we note that the Pre-Funded Warrants and Common Stock Warrants were issued and sold in an underwritten offering in October of 2023. We also note that both the Pre-Funded Warrants and Common Stock Warrants were exercisable from the date of issuance. As set out in Securities Act Sections C&DI Question 103.04, where the offer and sale of convertible securities or warrants are being registered under the Securities Act and such securities are convertible or exercisable within one year, the underlying securities should be registered at the same time because an offering of both the overlying security and underlying security is deemed to be taking place. With this in mind, please explain your rationale for including the warrant share prospectus as part of this registration statement.
FirstName LastNameJill Milne Comapany NameAstria Therapeutics, Inc. December 27, 2023 Page 2 FirstName LastName Jill Milne Astria Therapeutics, Inc. December 27, 2023 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Cindy Polynice at 202-551-8707 or Laura Crotty at 202-551-7614 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Jeffries Oliver-Li
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United States securities and exchange commission logo
December 27, 2023
Jill Milne
President and Chief Executive Officer
Astria Therapeutics, Inc.
75 State Street
Suite 1400
Boston, Massachusetts 02109
Re:Astria Therapeutics, Inc.
Registration Statement on Form S-3
Filed December 15, 2023
File No. 333-276057
Dear Jill Milne:
We have conducted a limited review of your registration statement and have the
following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3 filed December 15, 2023
General
1.In relation to the warrant share prospectus, we note that the Pre-Funded Warrants and
Common Stock Warrants were issued and sold in an underwritten offering in October
of 2023. We also note that both the Pre-Funded Warrants and Common Stock Warrants
were exercisable from the date of issuance. As set out in Securities Act Sections C&DI
Question 103.04, where the offer and sale of convertible securities or warrants are being
registered under the Securities Act and such securities are convertible or exercisable
within one year, the underlying securities should be registered at the same time because an
offering of both the overlying security and underlying security is deemed to be taking
place. With this in mind, please explain your rationale for including the warrant share
prospectus as part of this registration statement.
FirstName LastNameJill Milne
Comapany NameAstria Therapeutics, Inc.
December 27, 2023 Page 2
FirstName LastName
Jill Milne
Astria Therapeutics, Inc.
December 27, 2023
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Cindy Polynice at 202-551-8707 or Laura Crotty at 202-551-7614 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Jeffries Oliver-Li