Hugh Cole of Astria (ATXS) reports cash cancellation of options in BioCryst merger

Rhea-AI Filing Summary

Astria Therapeutics director Hugh M. Cole reported the cash cancellation of his stock options in connection with the company’s merger into BioCryst Pharmaceuticals. On January 23, 2026, multiple stock option grants to buy Astria common stock, with exercise prices of $12.24, $3.00, $11.35, $9.18 and $5.79, were disposed of, leaving him with 0 derivative securities beneficially owned after the transactions.

Under the merger agreement among Astria, BioCryst and Axel Merger Sub, each option with an exercise price below $13.00 became fully vested and exercisable at the merger’s effective time and was canceled in exchange for a cash payment based on the difference between $13.00 and the option’s exercise price, multiplied by the number of underlying shares. Options with exercise prices at or above $13.00 were canceled for no consideration and are not included in this report.

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^*

Cole Hugh M

(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 Hugh Cole	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 did Astria Therapeutics (ATXS) director Hugh M. Cole report on this Form 4?

He reported the disposition of several stock options (rights to buy Astria common stock) on January 23, 2026, in connection with Astria’s merger into BioCryst, resulting in 0 derivative securities beneficially owned after the transactions.

How were Hugh M. Cole’s in-the-money Astria (ATXS) stock options treated in the BioCryst merger?

Each Astria stock option with an exercise price of less than $13.00 became fully vested and exercisable at the merger’s effective time and was canceled for a cash payment equal to the number of underlying shares multiplied by the amount that $13.00 exceeded the option’s exercise price.

What happened to Astria (ATXS) stock options with an exercise price at or above $13.00?

At the merger’s effective time, each option with an exercise price equal to or greater than $13.00 was canceled for no consideration. These out-of-the-money options are not reported in this Form 4 because their cancellation is exempt from Section 16 reporting.

Which specific Astria (ATXS) option grants for Hugh M. Cole were reported as disposed of?

The filing shows dispositions on January 23, 2026 of stock options to buy 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 per share.

Did the Astria (ATXS) reverse stock split affect the option numbers reported for Hugh M. Cole?

Yes. A footnote states that the option share numbers were adjusted to reflect Astria’s 1-for-6 reverse stock split that took effect on August 19, 2021.

Who is the acquirer in the Astria Therapeutics (ATXS) merger described in this Form 4?

The merger was completed under an Agreement and Plan of Merger among Astria Therapeutics, Inc., BioCryst Pharmaceuticals, Inc., and Axel Merger Sub, Inc.. Axel Merger Sub merged into Astria, and Astria became a wholly owned subsidiary of BioCryst.