Astria Therapeutics (ATXS) director exits stock options in BioCryst merger cash-out
Rhea-AI Filing Summary
Astria Therapeutics director Fred Callori reported the cancellation of several stock options in connection with Astria’s merger with BioCryst Pharmaceuticals. On January 23, 2026, BioCryst’s wholly owned subsidiary merged into Astria, leaving Astria as a wholly owned BioCryst subsidiary. At the merger’s effective time, each Astria stock option with an exercise price below $13.00 became fully vested and exercisable, then was canceled in exchange for cash equal to the number of option shares multiplied by the difference between $13.00 and the option’s exercise price. The Form 4 lists multiple such stock options, with exercise prices ranging from $3.00 to $12.24, all ending with zero derivative securities beneficially owned after the transactions. Options with exercise prices at or above $13.00 were canceled for no consideration and are not reported here.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 14,166 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 8,333 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 14,100 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 14,100 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 26,550 | $0.00 | -- |
Footnotes (1)
- These numbers have been adjusted to reflect the 1-for-6 reverse stock split the Issuer effected on August 19, 2021. 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.
FAQ
What insider transaction did Astria Therapeutics (ATXS) report for Fred Callori?
The filing shows that director Fred Callori had multiple Astria stock options canceled on January 23, 2026 in connection with the merger with BioCryst Pharmaceuticals. These were derivative securities (stock options) reported as dispositions.
How were Fred Callori’s in-the-money Astria stock options treated in the BioCryst merger?
At the merger’s effective time, each Astria stock option with an exercise price below $13.00 became fully vested and exercisable, then was canceled in exchange for a cash payment equal to the number of option shares multiplied by the excess of $13.00 over the option’s exercise price, without interest.
What exercise prices are disclosed for the canceled Astria stock options held by Fred Callori?
The Form 4 lists several stock options with exercise prices of $12.24, $3.00, $11.35, $9.18, and $5.79, each described as a stock option (right to buy) on Astria common stock.
How many Astria stock options does Fred Callori report owning after these transactions?
For each listed stock option, the number of derivative securities beneficially owned following the reported transaction is shown as 0, indicating no remaining beneficial ownership in those options after the merger-related cash-out.
What happened to Astria stock options with exercise prices at or above $13.00 in this merger?
The remarks state that each Astria stock option with an exercise price equal to or greater than $13.00 was canceled for no consideration at the effective time of the merger. These out-of-the-money options were exempt from Section 16 reporting and therefore are not included in this Form 4.
Why do some option numbers reference a prior reverse stock split for Astria Therapeutics (ATXS)?
One footnote explains that the option share numbers have been adjusted to reflect a 1-for-6 reverse stock split that Astria effected on August 19, 2021, so the reported amounts are on a post-split basis.