Astria Therapeutics (ATXS) director cashes out options in BioCryst merger

Rhea-AI Filing Summary

Astria Therapeutics director Kenneth Bate reported the disposition of multiple stock option awards in connection with the acquisition of Astria Therapeutics, Inc. by BioCryst Pharmaceuticals, Inc. on January 23, 2026. The Form 4 shows several stock options (rights to buy common stock) with various exercise prices being disposed of, leaving 0 derivative securities beneficially owned after the transactions.

According to the footnotes, at the effective time of the merger each Astria stock option with an exercise price below $13.00 became fully vested and exercisable and was then canceled in exchange for a cash payment equal to the number of underlying shares multiplied by the excess of $13.00 over the option’s exercise price. Options with exercise prices at or above $13.00 were canceled for no consideration and are not listed. The option numbers reflect a prior 1‑for‑6 reverse stock split completed on August 19, 2021.

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^*

BATE KENNETH

(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)

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

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

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)	$12.24(1)	01/23/2026		D			16,666(1)	(2)	(2)	Common Stock	16,666(1)	(2)	0	D
Stock Option (Right to Buy)	$3	01/23/2026		D			8,333	(2)	(2)	Common Stock	8,333	(2)	0	D
Stock Option (Right to Buy)	$11.35	01/23/2026		D			14,100	(2)	(2)	Common Stock	14,100	(2)	0	D
Stock Option (Right to Buy)	$9.18	01/23/2026		D			14,100	(2)	(2)	Common Stock	14,100	(2)	0	D
Stock Option (Right to Buy)	$5.79	01/23/2026		D			26,550	(2)	(2)	Common Stock	26,550	(2)	0	D

Explanation of Responses:

1. These numbers have been adjusted to reflect the 1-for-6 reverse stock split the Issuer effected on August 19, 2021.

2. 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 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 Kenneth Bate	01/23/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did ATXS director Kenneth Bate report on this Form 4?

The Form 4 reports that Kenneth Bate, a director of Astria Therapeutics, Inc. (ATXS), disposed of several stock options (rights to buy common stock) on January 23, 2026 in connection with the completion of a merger with BioCryst Pharmaceuticals, Inc.. After these transactions, the form shows 0 derivative securities beneficially owned.

How were Kenneth Bate’s in-the-money Astria options treated in the BioCryst merger?

At the merger’s effective time, each Astria stock option held by Kenneth Bate with an exercise price below $13.00 (an “In-the-Money Option”) became fully vested and exercisable, then was canceled in exchange for cash. The cash amount equaled the number of shares subject to the option multiplied by the excess of $13.00 over the option’s exercise price, with no interest.

What happened to ATXS stock options with exercise prices at or above $13.00 in this filing?

The remarks explain that Astria stock options with exercise prices equal to or greater than $13.00 (called “Out-of-the-Money Options”) were canceled for no consideration at the merger’s effective time. Because this cancellation is described as exempt from Section 16 under Rule 16a‑4(d) and Rule 16b‑6(d), those out-of-the-money options are not reported in this Form 4.

Why do the option numbers in Kenneth Bate’s ATXS Form 4 mention a reverse stock split?

A footnote states that the option share amounts have been adjusted to reflect a 1-for-6 reverse stock split that Astria Therapeutics effected on August 19, 2021. This means the reported option quantities already incorporate the reverse split and correspond to the post-split share count.

Does Kenneth Bate still hold any Astria derivative securities after these transactions?

For each listed stock option transaction, the Form 4 shows 0 derivative securities beneficially owned following the reported transaction. This indicates that, for the options covered by this filing, Kenneth Bate no longer holds derivative securities in Astria Therapeutics after the merger-related cash settlements and cancellations.

What corporate transaction involving ATXS and BioCryst is referenced in the footnotes?

The footnotes describe an Agreement and Plan of Merger dated October 14, 2025 among Astria Therapeutics, Inc., BioCryst Pharmaceuticals, Inc., and Axel Merger Sub, Inc.. On January 23, 2026, Axel Merger Sub merged with and into Astria, with Astria surviving and becoming a wholly owned subsidiary of BioCryst. The treatment of Kenneth Bate’s options in this Form 4 stems from that merger.