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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of report (Date of earliest event reported): June 9, 2022


Astria Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)


Delaware   001-37467   26-3687168
(State or Other Jurisdiction
of Incorporation)
File Number)
  (IRS Employer
Identification No.)


100 High Street, 28th Floor    
Boston, Massachusetts   02110
(Address of Principal Executive Offices)   (Zip Code)


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):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which
Common Stock, par value $0.001 per share   ATXS   The Nasdaq Stock Market LLC


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 5.07.Submission of Matters to a Vote of Security Holders.


On June 9, 2022, Astria Therapeutics, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The following is a summary of the matters voted on at the Annual Meeting.


a)Proposal 1. The stockholders of the Company elected Jill C. Milne, Fred Callori and Michael Kishbauch as Class I directors to the Company’s Board of Directors, each to serve for a three-year term expiring at the annual meeting of stockholders to be held in 2025. The results of the stockholders’ vote with respect to the election of Class I directors were as follows:


Name  Votes For  Votes Withheld  Broker Non- Votes  Votes Abstaining
Jill C. Milne  8,688,988  450,686  1,427,038 
Fred Callori  8,686,030  453,644  1,427,038 
Michael Kishbauch  8,667,716  471,958  1,427,038 


b)Proposal 2. The stockholders of the Company ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The results of the stockholders’ vote with respect to the ratification of such appointment were as follows:


Votes For  Votes Against  Broker Non-Votes  Votes Abstaining
10,547,051  17,840    1,821


c)Proposal 3. The stockholders of the Company approved, on an advisory basis, the compensation of the Company’s named executive officers. The results of the stockholders’ vote with respect to the advisory vote on executive compensation were as follows:


Votes For   Votes Against   Broker Non-Votes   Votes Abstaining
9,099,838   35,437   1,427,038   4,399







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.


Date: June 9, 2022 By: /s/ Ben Harshbarger
    Ben Harshbarger
    Chief Legal Officer