Astria Therapeutics (ATXS) CCO Komjathy reports cash settlement of options in BioCryst merger
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
Komjathy Andrew
Role
Chief Commercial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 55,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 225,000 | $0.00 | -- |
| Disposition | Common Stock | 10 | $0.00 | -- |
| Disposition | Common Stock | 45 | $0.00 | -- |
| Disposition | Common Stock | 45 | $0.00 | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 shares (Direct);
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, See footnote)
Footnotes (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. 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. 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. 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.
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.
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.
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.