Astria Therapeutics (ATXS) director’s stock options canceled for cash in BioCryst merger

Rhea-AI Filing Summary

Astria Therapeutics director Anthony Gregg Lapointe reported the cash cancellation of his stock options in connection with the acquisition of Astria Therapeutics, Inc. by BioCryst Pharmaceuticals, Inc. On January 23, 2026, Axel Merger Sub, Inc. merged into Astria, making Astria a wholly owned subsidiary of BioCryst.

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 based on the number of underlying shares and the difference between $13.00 and the option’s exercise price. Reported tranches include stock options to purchase 16,666 shares at $12.24, 8,333 shares at $3.00, 14,100 shares at $11.35, 14,100 shares at $9.18, and 26,550 shares at $5.79, all reduced to zero following the transactions. Options with exercise prices at or above $13.00 were canceled for no consideration and are not reported here.

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^*

LAPOINTE ANTHONY GREGG

(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 Gregg Lapointe	01/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did ATXS director Anthony Gregg Lapointe report on this Form 4?

The filing shows that Anthony Gregg Lapointe, a director of Astria Therapeutics, Inc. (ATXS), reported the cancellation of multiple stock option grants on January 23, 2026 in connection with the merger of Astria into a wholly owned subsidiary of BioCryst Pharmaceuticals, Inc..

How were Astria Therapeutics (ATXS) in-the-money 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 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, without interest.

What specific option tranches for ATXS did Lapointe report as canceled?

Reported tranches include stock options to purchase 16,666 shares at $12.24, 8,333 shares at $3.00, 14,100 shares at $11.35, 14,100 shares at $9.18, and 26,550 shares at $5.79. After the merger-related cash cancellation, the number of derivative securities beneficially owned in each tranche was reported as zero.

What happened to Astria Therapeutics (ATXS) options with exercise prices at or above $13.00?

Options with exercise prices equal to or greater than $13.00, referred to as Out-of-the-Money Options, were canceled at the effective time of the merger for no consideration. The filing states that these out-of-the-money options are exempt from Section 16 reporting and therefore are not included in the reported transactions.

Did the Form 4 indicate any Astria Therapeutics (ATXS) options remaining after the merger for Lapointe?

For each of the reported option tranches, the number of derivative securities beneficially owned following the transactions is listed as 0, indicating that the reported in-the-money options held by Anthony Gregg Lapointe were fully canceled in connection with the merger.

How did prior corporate actions affect the ATXS option numbers in this Form 4?

A footnote explains that the option share numbers have been adjusted to reflect the 1-for-6 reverse stock split that Astria Therapeutics effected on August 19, 2021, so all option amounts shown are post-split figures.