Astria Therapeutics (ATXS) director reports option cash-out in BioCryst merger

Rhea-AI Filing Summary

Astria Therapeutics director reports option cancellation in BioCryst merger

Director Michael D. Kishbauch filed a Form 4 for Astria Therapeutics, Inc. showing the disposition of several stock option awards on January 23, 2026, the closing date of the company’s merger with BioCryst Pharmaceuticals. Multiple “Stock Option (Right to Buy)” positions with exercise prices below $13.00 were fully vested at the merger’s effective time and then canceled, with each such in-the-money option exchanged for a cash payment based on the difference between $13.00 and its exercise price, multiplied by the number of underlying shares. The reported option positions each show a disposition code “D” and a resulting balance of zero derivative securities owned directly following the transactions.

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^*

KISHBAUCH MICHAEL D

(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 Michael Kishbauch	01/23/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did ATXS disclose in this Form 4?

The filing reports that director Michael D. Kishbauch disposed of several Stock Option (Right to Buy) awards in connection with the closing of Astria Therapeutics’ merger with BioCryst Pharmaceuticals on January 23, 2026.

Why were Michael Kishbauch’s Astria Therapeutics options canceled?

The options were affected by an Agreement and Plan of Merger under which a BioCryst subsidiary merged into Astria Therapeutics on January 23, 2026, making Astria a wholly owned subsidiary of BioCryst. At the merger’s effective time, outstanding stock options were treated as described in the agreement.

How were in-the-money ATXS options treated in the BioCryst merger?

Each Astria stock option with an exercise price less than $13.00 became fully vested and exercisable and was then canceled in exchange for a cash payment equal to the number of shares subject to the option multiplied by the excess of $13.00 over its exercise price per share, without interest.

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

At the effective time, each Astria stock option with an exercise price equal to or greater than $13.00 was canceled for no consideration. The filing notes that these out-of-the-money options were exempt from Section 16 reporting rules and therefore are not reported in this Form 4.

What ownership status is shown for Kishbauch’s derivative securities after the transactions?

For each reported stock option, the Form 4 shows a transaction code D (disposition) and a zero balance of derivative securities beneficially owned following the transaction, with ownership listed as direct (D).

Were past ATXS option numbers adjusted in this Form 4?

Yes. A footnote explains that the option numbers have been adjusted to reflect a 1-for-6 reverse stock split that Astria Therapeutics effected on August 19, 2021.