Astria Therapeutics (ATXS) CMO reports option payout in BioCryst merger

Rhea-AI Filing Summary

Astria Therapeutics’ Chief Medical Officer, Christopher Morabito, reported the cash-out of stock options tied to the company’s acquisition by BioCryst Pharmaceuticals. On January 23, 2026, in connection with a merger where Axel Merger Sub, Inc. combined with Astria and Astria became a wholly owned subsidiary of BioCryst, two stock option awards covering 80,000 and 262,500 shares of common stock were disposed of.

According to the merger agreement, each Astria stock option with an exercise price below $13.00 became fully vested and exercisable at the effective time of the merger 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. Options with exercise prices at or above $13.00 were canceled for no consideration and are not reported on this form.

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^*

Morabito Christopher

(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 Medical 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

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)	$3.87	01/23/2026		D			80,000	(1)	(1)	Common Stock	80,000	(1)	0	D
Stock Option (Right to Buy)	$6.41	01/23/2026		D			262,500	(1)	(1)	Common Stock	262,500	(1)	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 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 Christopher Morabito	01/23/2026
	** Signature of Reporting Person	Date
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FAQ

What did Astria Therapeutics (ATXS) report in this Form 4 for its CMO?

The Form 4 reports that Chief Medical Officer Christopher Morabito had two stock option awards, covering 80,000 and 262,500 shares, disposed of in connection with Astria’s merger with BioCryst Pharmaceuticals on January 23, 2026.

How were the Astria Therapeutics 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 and was then canceled for a cash payment equal to the number of option shares times the excess of $13.00 over the exercise price, without interest.

What happened to out-of-the-money Astria Therapeutics options in this transaction?

Each Astria stock option with an exercise price at or above $13.00 (an out-of-the-money option) that was outstanding immediately before the effective time of the merger was canceled for no consideration and is not reported in this Form 4.

Does Christopher Morabito hold any of the reported stock options after the merger?

For the two reported stock option awards, covering 80,000 and 262,500 shares, the number of derivative securities beneficially owned after the reported transactions is shown as 0, reflecting that these options were canceled in connection with the merger.

What corporate transaction triggered the Form 4 filing for Astria Therapeutics’ CMO?

The filing was triggered by a merger under an Agreement and Plan of Merger dated October 14, 2025, under which Axel Merger Sub, Inc. merged with and into Astria, and Astria then became a wholly owned subsidiary of BioCryst Pharmaceuticals, Inc. on January 23, 2026.

What is the significance of the $13.00 reference price in this Form 4?

The $13.00 figure is the reference amount used to determine cash payments for in-the-money Astria options. Each such option was canceled for cash equal to the number of underlying shares multiplied by the excess of $13.00 over the option’s exercise price per share.