Every 8-K that Astria Therapeutics, Inc. (ATXS) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow ATXS and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ATXS filings page.
Astria Therapeutics, Inc. filed an 8-K to report the closing of its merger with BioCryst Pharmaceuticals, Inc. On January 23, 2026, Astria merged with a BioCryst subsidiary and now operates as a wholly owned subsidiary of BioCryst. Each share of Astria common stock was converted into the right to receive 0.59 share of BioCryst common stock plus $8.55 in cash per share, subject to taxes and cash in lieu of fractional shares.
BioCryst financed the cash portion of the deal with cash on hand and approximately $396.6 million (net of expenses) drawn under $400.0 million term loans maturing on January 23, 2031. Trading in Astria’s stock on Nasdaq has been suspended, and Astria is being delisted and deregistered, with plans to terminate its SEC reporting. All Astria directors and executive officers resigned at closing and were replaced by BioCryst appointees, and Astria’s charter and bylaws were amended and restated in line with the merger agreement.
Astria Therapeutics held a special stockholder meeting where investors approved its planned merger with BioCryst Pharmaceuticals. Out of 57,084,838 shares outstanding as of the record date, 35,757,073 shares were present or represented, equal to about 62.64% of the voting power, meaning a quorum was achieved.
Stockholders adopted the Agreement and Plan of Merger with BioCryst, satisfying the requirement for approval by at least a majority of Astria’s outstanding common shares. The merger proposal received 35,673,135 votes for, 12,977 against and 70,961 abstentions. Investors also approved, on a non-binding advisory basis, the merger-related compensation for Astria’s named executive officers, with 33,236,762 votes for, 2,035,104 against and 485,206 abstentions. Because the merger was approved, a backup proposal to adjourn the meeting was not needed. Astria issued a press release announcing the merger vote results.
Astria Therapeutics, Inc. filed a Form 8-K to report that it announced its financial results for the quarter ended September 30, 2025. The company released these results through a press release dated November 12, 2025, which is furnished as Exhibit 99.1 and incorporated by reference. The company also clarifies that the information in Item 2.02 and Exhibit 99.1 is being furnished, not filed, so it is not subject to certain liability provisions under the Securities Exchange Act or automatically incorporated into other SEC filings.
Astria Therapeutics (ATXS) signed a definitive agreement to be acquired by BioCryst Pharmaceuticals. At closing, each Astria share will be converted into $8.55 in cash plus 0.59 shares of BioCryst common stock, with cash paid in lieu of fractional shares. If issuing BioCryst stock would exceed 19.9% of BioCryst’s pre-close outstanding shares, the share component will be reduced and the cash amount increased to offset the change.
The deal is subject to customary conditions, including Astria stockholder approval, HSR clearance, an effective S‑4, and Nasdaq listing of the BioCryst shares. The companies anticipate closing in Q1 2026, after which Astria will be delisted and become a BioCryst subsidiary. BioCryst obtained a $550,000,000 debt commitment from Blackstone, including a $350,000,000 initial term loan and a $50,000,000 committed delayed draw, to fund consideration and related costs. A termination fee of $32,250,000 may be payable by Astria under specified circumstances. Astria reported preliminary cash, cash equivalents and short-term investments of $227.7 million as of September 30, 2025.
Astria Therapeutics (ATXS) signed an exclusive license with Kaken Pharmaceutical for Japanese rights to navenibart, its long-acting plasma-kallikrein mAb for hereditary angioedema (HAE). Kaken will lead development, regulatory submissions and commercialization in Japan and will support Astria’s ALPHA-ORBIT Phase 3 trial.
Financial terms: Astria receives a $16 million upfront, up to $16 million in commercial/sales milestones, and tiered royalties ranging from the mid-teens to 30 % of net sales. Royalties run until the later of patent or regulatory exclusivity expiry, or 10 years after first sale.
The upfront plus partial Phase 3 cost reimbursements extend Astria’s cash runway into 2028, covering completion of the Phase 3 program for navenibart and the Phase 1a study of STAR-0310. Management cautions that substantial additional funding will still be needed to finish development and commercialization.
The agreement includes a joint steering committee, Kaken’s right of first negotiation for non-HAE indications, and termination rights for breach, insolvency, safety issues or at Kaken’s convenience (90-day notice).