[SCHEDULE 13G/A] Astria Therapeutics, Inc. Amended Passive Investment Disclosure
Glazer Capital reports 6.61% stake in Astria
Glazer Capital, LLC and Paul J. Glazer report beneficial ownership of 3,776,154 shares of Astria Therapeutics, Inc. common stock, equal to 6.61% of the outstanding class as of 12/31/2025.
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Glazer Capital, LLC and Paul J. Glazer report beneficial ownership of 3,776,154 shares of Astria Therapeutics, Inc. common stock, equal to 6.61% of the outstanding class as of 12/31/2025.
All voting and dispositive power over these shares is shared, with no sole voting or dispositive authority reported. The filers certify that the securities were acquired and are held as a passive investment, not for the purpose of changing or influencing control of Astria Therapeutics.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of Astria Therapeutics (ATXS) does Glazer Capital report owning?
Glazer Capital and Paul J. Glazer report beneficial ownership of 6.61% of Astria Therapeutics’ common stock. This corresponds to 3,776,154 shares as of December 31, 2025, giving them a significant but minority institutional stake in the company.
How many Astria Therapeutics (ATXS) shares are beneficially owned by Glazer Capital?
They report beneficial ownership of 3,776,154 shares of Astria Therapeutics common stock. This entire position is reported with shared voting and dispositive power, and represents 6.61% of the class outstanding as of December 31, 2025.
Is Glazer Capital’s stake in Astria Therapeutics (ATXS) a passive investment?
Yes. The filers certify the Astria Therapeutics stake was not acquired and is not held for changing or influencing control of the company. They state it is a passive investment, consistent with a Schedule 13G filing rather than an activist 13D.
Who are the reporting persons on the Astria Therapeutics (ATXS) Schedule 13G/A?
The reporting persons are Glazer Capital, LLC, a Delaware investment adviser, and Paul J. Glazer, its Managing Member. Both report shared voting and dispositive power over 3,776,154 Astria Therapeutics shares held through investment funds they manage.
What voting and dispositive powers does Glazer Capital report over Astria Therapeutics (ATXS) shares?
They report 0 shares with sole voting or dispositive power and 3,776,154 shares with shared voting and shared dispositive power. This means decisions over these shares are made jointly, typically through the managed funds’ governance structures.
Which Glazer-managed fund holds more than 5% of Astria Therapeutics (ATXS)?
The filing identifies Glazer Capital Enhanced Master Fund, Ltd. as having the right to receive or direct the receipt of proceeds from the sale of more than 5% of Astria Therapeutics’ outstanding common stock, within the overall 3,776,154-share position.
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)
04635X102
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
04635X102
1
Names of Reporting Persons
Glazer Capital, 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
0.00
6
Shared Voting Power
3,776,154.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,776,154.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,776,154.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.61 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP No.
04635X102
1
Names of Reporting Persons
Paul J. Glazer
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
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,776,154.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,776,154.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,776,154.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.61 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Astria Therapeutics, Inc.
(b)
Address of issuer's principal executive offices:
22 Boston Wharf Road, 10th Floor, Boston, Massachusetts 02210
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Glazer Capital, LLC, a Delaware limited liability company ("Glazer Capital"), with respect to the shares of Common Stock (as defined in Item 2(d)) held by certain funds and managed accounts to which Glazer Capital serves as investment manager (collectively, the "Glazer Funds"); and
(ii) Mr. Paul J. Glazer ("Mr. Glazer"), who serves as the Managing Member of Glazer Capital, with respect to the shares of Common Stock held by the Glazer Funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Common Stock (as defined in Item 2(d)) reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 250 West 55th Street, Suite 30A, New York, New York 10019.
(c)
Citizenship:
Glazer Capital is a Delaware limited liability company. Mr. Glazer is a United States citizen.
(d)
Title of class of securities:
Common Stock, $0.001 par value per share
(e)
CUSIP No.:
04635X102
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
3,776,154
(b)
Percent of class:
6.61%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
3,776,154
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
3,776,154
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2. Glazer Capital Enhanced Master Fund, Ltd., a Glazer Fund, has the right to receive or the power to direct the receipt of the proceeds from the sale of more than 5% of the shares of Common Stock outstanding.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
