Astria Therapeutics (ATXS) director’s options canceled and cashed out in BioCryst merger

Rhea-AI Filing Summary

Astria Therapeutics, Inc. director Joanne T. Beck reported the cash cancellation of multiple stock option awards in connection with the company’s merger into BioCryst Pharmaceuticals. On January 23, 2026, a wholly owned BioCryst subsidiary merged with Astria, making Astria 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 a cash payment based on the number of underlying shares and the difference between $13.00 and the option’s exercise price. The filing lists several such stock option cancellations, including awards covering 16,666, 8,333, 14,100, 14,100, and 26,550 shares of common stock. Options with exercise prices at or above $13.00 were canceled for no consideration and are not reported in 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^*

Beck Joanne T.

(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 Joanne Beck	01/23/2026
	** Signature of Reporting Person	Date
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FAQ

What does the Form 4 for Astria Therapeutics (ATXS) report for Joanne T. Beck?

The filing reports that director Joanne T. Beck had several Astria Therapeutics stock option awards canceled on January 23, 2026 in connection with the company’s merger into a subsidiary of BioCryst Pharmaceuticals, Inc., with certain options cashed out based on a $13.00 reference price.

How were Joanne T. Beck’s in-the-money Astria Therapeutics stock options treated in the BioCryst merger?

At the merger’s effective time, each Astria stock option held by Joanne T. Beck 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 happened to Astria Therapeutics stock options with exercise prices at or above $13.00 in this Form 4?

The filing states that Astria stock options with exercise prices at or above $13.00 (described as “Out-of-the-Money Options”) were canceled for no consideration at the effective time of the merger, and those options are not reported in this Form 4 because their cancellation is described as exempt from Section 16.

Which specific stock option awards for Joanne T. Beck are listed as canceled in the Astria Therapeutics Form 4?

The Form 4 lists several Stock Option (Right to Buy) positions that were disposed of on January 23, 2026, including awards covering 16,666 shares, 8,333 shares, 14,100 shares, another 14,100 shares, and 26,550 shares of Astria Therapeutics common stock.

Why do the option share counts in Joanne T. Beck’s Astria Therapeutics Form 4 reference a reverse stock split?

One footnote explains that the share numbers in the filing have been adjusted to reflect a 1-for-6 reverse stock split that Astria Therapeutics effected on August 19, 2021, so the reported option amounts are on the post-split basis.

Did Joanne T. Beck retain any of the reported Astria Therapeutics stock options after January 23, 2026?

For each reported Stock Option (Right to Buy) transaction on January 23, 2026, the Form 4 shows 0 derivative securities beneficially owned following the transaction, indicating that these particular option awards were fully canceled in connection with the merger.