UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Astria Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
04635X 10 2
(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:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | 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).
| CUSIP No. 04635X 10 2 | 13G |
| 1. |
NAMES OF REPORTING PERSONS
TCG Crossover GP II, 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
2,761,861 (1) | |||
| 7. | SOLE DISPOSITIVE POWER
0 | |||
| 8. | SHARED DISPOSITIVE POWER
2,761,861 (1) |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,761,861 (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)
4.9% (2) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| (1) | These securities are held of record by TCG Crossover II (as defined in Item 2(a) below). TCG Crossover GP II (as defined in Item 2(a) below) is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities. |
| (2) | Based on 56,425,282 shares of Common Stock outstanding as of July 31, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 filed with the Securities and Exchange Commission (the “Commission”) on August 12, 2024 (the “Form 10-Q”). |
| CUSIP No. 04635X 10 2 | 13G |
| 1. |
NAMES OF REPORTING PERSONS
TCG Crossover Fund II, L.P. | |||||
| 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
2,761,861 (1) | |||
| 7. | SOLE DISPOSITIVE POWER
0 | |||
| 8. | SHARED DISPOSITIVE POWER
2,761,861 (1) |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,761,861 (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)
4.9% (2) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| (1) | These securities are held of record by TCG Crossover II. TCG Crossover GP II is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities. |
| (2) | Based on 56,425,282 shares of Common Stock of the Issuer outstanding, as reported by the Issuer in its Form 10-Q. |
| CUSIP No. 04635X 10 2 | 13G |
| 1. |
NAMES OF REPORTING PERSONS
Chen Yu | |||||
| 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
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||
| 6. | SHARED VOTING POWER
2,761,861 (1) | |||
| 7. | SOLE DISPOSITIVE POWER
0 | |||
| 8. | SHARED DISPOSITIVE POWER
2,761,861 (1) |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,761,861 (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)
4.9% (2) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
IN | |||||
| (1) | These securities are held of record by TCG Crossover II. TCG Crossover GP II is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities. |
| (2) | Based on 56,425,282 shares of Common Stock of the Issuer outstanding, as reported by the Issuer in its Form 10-Q. |
| CUSIP No. 04635X 10 2 | 13G |
Explanatory Note
This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Schedule 13G initially filed with the Commission on January 16, 2024 (the “Original Schedule 13G”) and is being filed by TCG Crossover Fund II, L.P. (“TCG Crossover II”) and TCG Crossover GP II, LLC (“TCG Crossover GP II” and together with TCG Crossover II, the “Reporting Entities”) and Chen Yu (the “Reporting Individual”). The Reporting Entities and the Reporting Individual are collectively referred to as the “Reporting Persons.” The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is filed as Exhibit 1 to the Original Schedule 13G. Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13G remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment No. 1 have the meanings ascribed to them in the Original Schedule 13G.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
22 Boston Wharf Road, 10th Floor
Boston, MA 02210
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: |
See Row 9 of the cover page for each Reporting Person and the corresponding footnotes.*
| (b) | Percent of class: |
See Row 11 of the cover page for each Reporting Person and the corresponding footnotes.*
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote |
See Row 5 of the cover page for each Reporting Person and the corresponding footnotes.*
| (ii) | Shared power to vote or to direct the vote |
See Row 6 of the cover page for each Reporting Person and the corresponding footnotes.*
| (iii) | Sole power to dispose or to direct the disposition of |
See Row 7 of the cover page for each Reporting Person and the corresponding footnotes.*
| (iv) | Shared power to dispose or to direct the disposition of |
See Row 8 of the cover page for each Reporting Person and the corresponding footnotes.*
| * | Except to the extent of his or its pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such shares of Common Stock, except for the shares, if any, such Reporting Person holds of record. |
| 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 Persons have ceased to be the beneficial owner of more than 5% of the class of securities, check the following: ☒
| CUSIP No. 04635X 10 2 | 13G |
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 13, 2024
| TCG Crossover Fund II, L.P. | ||
| By: | TCG Crossover GP II, LLC | |
| Its: | General Partner | |
| By: | /s/ Craig Skaling | |
| Authorized Signatory | ||
| TCG Crossover GP II, LLC | ||
| By: | /s/ Craig Skaling | |
| Authorized Signatory | ||
| /s/ Craig Skaling, as attorney-in-fact for Chen Yu | ||
| Chen Yu | ||