Astria Therapeutics (ATXS) CCO Komjathy reports cash settlement of options in BioCryst merger

Rhea-AI Filing Summary

Astria Therapeutics Chief Commercial Officer Andrew Komjathy filed a Form 4 reflecting automatic changes to his equity interests following the completion of a merger in which Astria became a wholly owned subsidiary of BioCryst Pharmaceuticals. At the merger's effective time, each share of Astria common stock (other than excluded or dissenting shares) was converted into the right to receive 0.59 of a BioCryst common share plus $8.55 in cash per share, before taxes and any cash in lieu of fractional shares.

The filing shows small amounts of Astria common stock disposed of, including shares held directly, in a Uniform Transfers to Minors Act brokerage account for a minor child, and by an adult child; the reporting person disclaims beneficial ownership of the child-held shares except for any indirect pecuniary interest. In addition, stock options covering 55,000 and 225,000 Astria shares with exercise prices of $6.51 and $6.41 were treated as in-the-money options, became fully vested, and were canceled at closing in exchange for cash based on a $13.00 reference price.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Komjathy Andrew

(Last) (First) (Middle)

C/O ASTRIA THERAPEUTICS, INC.

22 BOSTON WHARF ROAD, 10TH FLOOR

(Street)

BOSTON MA 02210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Astria Therapeutics, Inc. [ ATXS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/23/2026		D		10	D	(1)	0	D
Common Stock	01/23/2026		D		45	D	(1)	0	I	See footnote(2)
Common Stock	01/23/2026		D		45	D	(1)	0	I	See footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$6.51	01/23/2026		D			55,000	(4)	(4)	Common Stock	55,000	(4)	0	D
Stock Option (Right to Buy)	$6.41	01/23/2026		D			225,000	(4)	(4)	Common Stock	225,000	(4)	0	D

Explanation of Responses:

1. Pursuant to an Agreement and Plan of Merger, dated as of October 14, 2025, by and among the Issuer, BioCryst Pharmaceuticals, Inc. ("BioCryst"), and Axel Merger Sub, Inc., a wholly-owned subsidiary of BioCryst, on January 23, 2026, Axel Merger Sub, Inc. merged with and into the Issuer, with the Issuer surviving and becoming a wholly-owned subsidiary of BioCryst (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of Issuer common stock, excluding shares held by the Issuer, BioCryst, or their wholly-owned subsidiaries or dissenting stockholders, that was issued and outstanding immediately prior to the Effective Time, was converted into the right to receive (i) 0.59 of a share of common stock of BioCryst and, if applicable, cash in lieu of fractional shares, and (ii) $8.55 in cash, without interest, subject to withholding taxes.

2. These shares are held in a Uniform Transfers to Minors Act brokerage account of the Reporting Person's minor child (the "UTMA"), of which the Reporting Person serves as the sole custodian trustee. The Reporting Person disclaims beneficial ownership over these shares of common stock, which are held directly by the UTMA, except to the extent of the Reporting Person's indirect pecuniary interest therein.

3. These shares are held by the Reporting Person's adult child. The Reporting Person disclaims beneficial ownership over these shares of common stock, which are held directly by the adult child of the Reporting Person.

4. At the Effective Time, each Issuer stock option for which the applicable exercise price was less than $13.00 (each, an "In-the-Money Option") that was outstanding immediately prior to the Effective Time became fully vested and exercisable and was canceled in exchange for the payment in cash equal to the product of (i) the total number of shares of common stock subject to such canceled In-the-Money Option immediately prior to the Effective Time and (ii) the excess of $13.00 over the exercise price per share subject to each such canceled In-the-Money Option, without interest.

Remarks:

At the Effective Time, each Issuer stock option for which the applicable exercise price was equal to or greater than $13.00 (each, an "Out-of-the-Money Option") that was outstanding immediately prior to the Effective Time was canceled for no consideration, which cancelation is exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-4(d) and Rule 16b-6(d) thereunder. Accordingly, the Reporting Person's Out-of-the-Money Options that were canceled in the Merger are not reported herein.

	/s/ Ben Harshbarger, as attorney-in-fact for Andrew Komjathy	01/23/2026
	** Signature of Reporting Person	Date
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FAQ

What does the ATXS Form 4 filed by Andrew Komjathy report?

The Form 4 reports automatic disposition of Astria Therapeutics common stock and stock options held in connection with a merger in which Astria became a wholly owned subsidiary of BioCryst Pharmaceuticals. The filing reflects cash and stock consideration for common shares and cash settlement of certain in-the-money stock options.

What were Astria Therapeutics (ATXS) shareholders entitled to receive in the BioCryst merger?

At the effective time of the merger, each eligible share of Astria common stock was converted into the right to receive 0.59 of a share of BioCryst common stock plus $8.55 in cash per Astria share, without interest and subject to withholding taxes, with cash paid instead of fractional BioCryst shares where applicable.

How were Andrew Komjathy’s Astria stock options treated in the merger?

Each Astria stock option with an exercise price below $13.00 became fully vested and exercisable at closing and was then canceled for cash. The cash payment equaled the number of underlying shares multiplied by the excess of $13.00 over the option’s exercise price per share, without interest. This treatment applied to options covering 55,000 shares at $6.51 and 225,000 shares at $6.41.

What happens to Astria options with an exercise price at or above $13.00?

Options with an exercise price equal to or greater than $13.00, defined as out-of-the-money options, were canceled at the effective time of the merger for no consideration. The filing notes that cancellation of these out-of-the-money options is exempt from Section 16 reporting rules, so they are not detailed in the tables.

How are the shares held for Andrew Komjathy’s minor child reported in the ATXS Form 4?

Some Astria common shares are held in a Uniform Transfers to Minors Act (UTMA) brokerage account for the reporting person’s minor child, with the reporting person serving as sole custodian trustee. The Form 4 states that the reporting person disclaims beneficial ownership of these shares, except to the extent of any indirect pecuniary interest.

How are shares held by Andrew Komjathy’s adult child treated in this filing?

The Form 4 explains that certain Astria common shares are held directly by the reporting person’s adult child. The reporting person disclaims beneficial ownership of these shares, which are held by the adult child, and they are reported with an indirect ownership notation and an explanatory footnote.

What role did the merger structure play in triggering the ATXS Form 4 transactions?

The Form 4 explains that under an Agreement and Plan of Merger among Astria Therapeutics, BioCryst Pharmaceuticals, and a BioCryst subsidiary, that subsidiary merged into Astria, leaving Astria as a wholly owned BioCryst subsidiary. This merger structure caused Astria common stock to convert into BioCryst stock and cash and caused in-the-money Astria stock options to vest and be canceled for cash, which is why these transactions appear in the Form 4.