Form SCHEDULE 13D/A Astria Therapeutics, Filed by: Magnetar Financial LLC
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Astria Therapeutics, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.001 (Title of Class of Securities) |
04635X102 (CUSIP Number) |
David J. Snyderman 1603 Orrington Avenue, 13th Floor Evanston, IL, 60201 847-905-4400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/26/2026 (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.
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 (“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).
SCHEDULE 13D
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| CUSIP No. | 04635X102 |
| 1 |
Name of reporting person
Magnetar Financial LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13D
|
| CUSIP No. | 04635X102 |
| 1 |
Name of reporting person
Magnetar Capital Partners LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13D
|
| CUSIP No. | 04635X102 |
| 1 |
Name of reporting person
Supernova Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13D
|
| CUSIP No. | 04635X102 |
| 1 |
Name of reporting person
David J. Snyderman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.001 |
| (b) | Name of Issuer:
Astria Therapeutics, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
22 BOSTON WHARF ROAD, 10TH FLOOR, BOSTON,
MASSACHUSETTS
, 02210. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Since the filing of the Reporting Persons' Form 13D Report of the Issuer on October 24, 2025, the Reporting Persons have purchased 118,805 Shares on behalf of the Funds. The aggregate amount of funds used by the Reporting Persons in purchasing the 118,805 Shares reported herein on behalf of the Funds have come directly from the assets of the Funds, which may any given time, have included margin loans made by brokerage firms in the ordinary course of business. The aggregate amount of funds used by the Reporting Persons was $1,501,294.83 (excluding commissions and other execution-related costs). | |
| Item 4. | Purpose of Transaction |
Since the filing of the Schedule 13D on October 24, 2025, on January 23, 2026, the Issuer consummated a merger (the "Merger") pursuant to which each issued and outstanding Share was cancelled and converted into the right to receive $8.55 in cash, without interest. In connection with the Merger, the Reporting Persons' 3,431,007 Shares, which consisted of 1,560,502 Shares sold for the benefit of PRA Master Fund; 804,159 Shares sold for the benefit of Systematic Master Fund; 221,576 Shares sold for the benefit of the Relative Value Master Fund and 844,770 Shares sold for the benefit of two Managed Accounts, were cancelled and converted into the right to receive $8.55 in cash, without interest. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the closing of the Merger on January 23, 2026, each of the Reporting Persons may have been deemed to have beneficial ownership of 0 Shares. |
| (b) | As of the closing of the Merger on January 23, 2026, each of the Reporting Persons may have been deemed to share the power to vote and direct the disposition of 0 Shares, which represented beneficial ownership of 0% of the Shares. |
| (c) | Except as set forth on Schedule A attached hereto and Item 6, the Funds had no transactions in the Shares during the 60 days preceding the date of filing of this Statement. All of the transactions set forth on Schedule A attached hereto were effected in the ordinary course of business of Magnetar Financial for the accounts of each of the Funds. The transactions in the Shares set forth on Schedule A were effected in open market transactions on the NASDAQ and various other trading markets. |
| (e) | 01-26-2026 |
| Item 7. | Material to be Filed as Exhibits. |
99.1 Joint Filing Agreement, dated as of January 28, 2026, among the Reporting Persons.
99.2 Power of Attorney, dated as of December 22, 2022 filed by the Reporting Persons on January 28, 2026.
99.3 Schedule A, dated as of January 28, 2026. |
| 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.
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Comments accompanying signature:
MAGNETAR FINANCIAL LLC BY: Magnetar Capital Partners LP, its Sole Member BY: Supernova Management LLC, its General Partner MAGNETAR CAPITAL PARTNERS LP By: Supernova Management LLC, its General Partner |
ATTACHMENTS / EXHIBITS
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