SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Astria Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

04635X 102

(CUSIP Number)

Alexander Rakitin

Perceptive Advisors LLC

51 Astor Place, 10^th Floor

New York, NY 10003

(646) 205-5340

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 16, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

The information required on 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, as amended (“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 102

CUSIP No. 04635X 102

CUSIP No. 04635X 102

CUSIP No. 04635X 102

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is amended and supplemented as follows:

The Reporting Persons acquired beneficial ownership of the shares of the Common Stock in the transactions described in Item 5(c). The securities of the Issuer purchased by the Master Fund were acquired using the working capital of the Master Fund and the securities of the Issuer purchased by Perceptive Xontogeny were acquired using the working capital of Perceptive Xontogeny.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is amended and supplemented as follows:

The Master Fund holds, in each case without giving effect to the Beneficial Ownership Limitation (as defined below):

Perceptive Xontogeny holds, in each case without giving effect to the Beneficial Ownership Limitation:

Pursuant to the terms of the Warrants, the Pre-funded Warrants, and the Series X Convertible Preferred Stock, the Reporting Person’s beneficial ownership limitation is currently 9.99% (the “Beneficial Ownership Limitation”), which prevents the Reporting Persons from exercising or converting the Warrants, Pre-funded Warrants or Series X Convertible Preferred Stock if, after giving effect to such exercise or conversion, 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 363,623 shares of Common Stock upon the exercise or conversion of Warrants, Pre-funded Warrants or Series X Convertible Preferred Stock.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Schedule 13D is amended and supplemented as follows:

Each Pre-funded Warrant has an exercise price per share of Common Stock equal to $0.001 per share. Each Pre-funded Warrant will be exercisable from the date of issuance until exercised in full solely by means of a cashless exercise.

The Warrants have an exercise price per share of Common Stock equal to $8.025. The Warrants are exercisable from the date of issuance until the date that is five years after the original issuance date. Each Warrant is exercisable solely by means of a cash exercise, except that the Warrants are exercisable via cashless exercise if at the time of exercise, a registration statement registering the issuance of the shares of Common Stock underlying the Warrants under the Securities Act is not then effective. The Warrants include certain rights upon “fundamental transactions” as described in the Warrants, including the right of the holders thereof to receive from the Issuer or a successor entity the same type or form of consideration (and in the same proportion) that is being offered and paid to the holders of Common Stock in such fundamental transaction in the amount of the Black Scholes value (as described in such Warrants) of the unexercised portion of the applicable Warrants on the date of the consummation of such fundamental transaction. A holder of Warrants (together with its affiliates) may not exercise any portion of a Warrant to the extent that the holder would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the Issuer’s outstanding Common Stock immediately after exercise. The Reporting Persons have elected to have a 9.99% blocker.

Item 7. Material to be Filed as Exhibits

Item 7 of the Schedule 13D is amended and supplemented as follows:

Exhibit 6 Form of Pre-funded Warrant (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed on October 12, 2023)

Exhibit 7 Form of Common Stock Warrant (incorporated by reference to Exhibit 4.2 to the Issuer’s Current Report on Form 8-K filed on October 12, 2023)

SIGNATURES

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.