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Astria Therapeutics Inc SEC Filings

ATXS NASDAQ

Welcome to our dedicated page for Astria Therapeutics SEC filings (Ticker: ATXS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.

The Astria Therapeutics, Inc. (ATXS) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as a Nasdaq‑listed biopharmaceutical issuer. Astria’s filings, including Forms 8‑K, 10‑K, and 10‑Q when available, document key information about its clinical‑stage programs in hereditary angioedema and atopic dermatitis, as well as its material agreements and corporate transactions.

Recent Form 8‑K filings illustrate how Astria uses SEC reports to communicate significant events. One 8‑K describes an Agreement and Plan of Merger with BioCryst Pharmaceuticals, Inc., under which a BioCryst subsidiary will merge with and into Astria, with Astria surviving as a wholly owned subsidiary if closing conditions are met. The filing outlines the cash and stock consideration, treatment of common stock, preferred stock, options, and warrants, and notes that Astria common stock is expected to be delisted from Nasdaq and deregistered under the Exchange Act if the merger is consummated.

Another 8‑K details a license agreement with Kaken Pharmaceutical Co., Ltd., granting Kaken exclusive rights to develop, package, and commercialize navenibart in Japan for prevention of hereditary angioedema attacks, including financial terms such as an upfront payment, potential milestones, and tiered royalties, as well as Kaken’s obligations to support Phase 3 development and handle regulatory submissions in Japan. Additional 8‑K filings cover quarterly financial results and other corporate updates.

On Stock Titan, these SEC filings are paired with AI‑powered summaries that explain the core points of lengthy documents, helping readers quickly understand merger terms, licensing economics, clinical development commitments, and capital considerations. Real‑time updates from EDGAR ensure new Astria filings, including future 10‑K annual reports, 10‑Q quarterly reports, and any Form 4 insider transaction reports, are surfaced promptly, while AI‑generated highlights make dense regulatory language more accessible for investors researching ATXS.

Rhea-AI Summary

Astria Therapeutics, Inc. director Sunil Agarwal reported the cash cancellation of stock options in connection with the company’s merger with BioCryst Pharmaceuticals, Inc. On January 23, 2026, two stock option awards covering 28,200 and 26,550 shares of Astria common stock were disposed of, leaving him with 0 derivative securities reported as beneficially owned.

According to the merger agreement, at the effective time of the merger each Astria stock option with an exercise price below $13.00 per share became fully vested and exercisable, then was canceled in exchange for a cash payment. The cash amount for each option was based on the number of underlying shares multiplied by the excess of $13.00 over the option’s exercise price, without interest.

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Rhea-AI Summary

Astria Therapeutics, Inc. filed an 8-K to report the closing of its merger with BioCryst Pharmaceuticals, Inc. On January 23, 2026, Astria merged with a BioCryst subsidiary and now operates as a wholly owned subsidiary of BioCryst. Each share of Astria common stock was converted into the right to receive 0.59 share of BioCryst common stock plus $8.55 in cash per share, subject to taxes and cash in lieu of fractional shares.

BioCryst financed the cash portion of the deal with cash on hand and approximately $396.6 million (net of expenses) drawn under $400.0 million term loans maturing on January 23, 2031. Trading in Astria’s stock on Nasdaq has been suspended, and Astria is being delisted and deregistered, with plans to terminate its SEC reporting. All Astria directors and executive officers resigned at closing and were replaced by BioCryst appointees, and Astria’s charter and bylaws were amended and restated in line with the merger agreement.

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Astria Therapeutics, Inc. is being removed from trading on the Nasdaq Stock Market LLC, as reflected in a Form 25 filing. The filing covers the company’s common stock and states that Nasdaq has followed its own rules and the SEC’s requirements under Section 12(b) of the Securities Exchange Act to strike this class of securities from listing and/or registration. Nasdaq further certifies that it has reasonable grounds to believe it meets all requirements to file this notification, and an authorized officer has signed the form on the exchange’s behalf.

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Rhea-AI Summary

Astria Therapeutics held a special stockholder meeting where investors approved its planned merger with BioCryst Pharmaceuticals. Out of 57,084,838 shares outstanding as of the record date, 35,757,073 shares were present or represented, equal to about 62.64% of the voting power, meaning a quorum was achieved.

Stockholders adopted the Agreement and Plan of Merger with BioCryst, satisfying the requirement for approval by at least a majority of Astria’s outstanding common shares. The merger proposal received 35,673,135 votes for, 12,977 against and 70,961 abstentions. Investors also approved, on a non-binding advisory basis, the merger-related compensation for Astria’s named executive officers, with 33,236,762 votes for, 2,035,104 against and 485,206 abstentions. Because the merger was approved, a backup proposal to adjourn the meeting was not needed. Astria issued a press release announcing the merger vote results.

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Rhea-AI Summary

Astria Therapeutics plans to merge with BioCryst Pharmaceuticals, creating a combined rare‑disease biotech focused on hereditary angioedema (HAE) and other immunologic conditions. Astria stockholders are being asked to approve the Merger Agreement at a special meeting on January 21, 2026. At closing, each share of Astria common stock (other than excluded and dissenting shares) will be converted into 0.59 of a share of BioCryst common stock plus $8.55 in cash, subject to adjustment to keep total new BioCryst shares at or below 19.9% of its pre‑merger shares. Any reduction in the stock portion would be offset by more cash, calculated using a BioCryst share value of $7.54. Based on BioCryst prices of $7.04 and $7.13 on reference dates, the implied merger value per Astria share was $12.70 and $12.76, respectively. After the deal, former Astria holders are expected to own about 15% of the combined company, with BioCryst holders owning about 85%. Astria’s board unanimously deems the deal fair and in stockholders’ best interests and recommends voting “FOR” all merger‑related proposals.

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Astria Therapeutics, Inc. filed a Form 8-K to report that it announced its financial results for the quarter ended September 30, 2025. The company released these results through a press release dated November 12, 2025, which is furnished as Exhibit 99.1 and incorporated by reference. The company also clarifies that the information in Item 2.02 and Exhibit 99.1 is being furnished, not filed, so it is not subject to certain liability provisions under the Securities Exchange Act or automatically incorporated into other SEC filings.

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Astria Therapeutics (ATXS) signed a definitive agreement to be acquired by BioCryst Pharmaceuticals. At closing, each Astria share will be converted into $8.55 in cash plus 0.59 shares of BioCryst common stock, with cash paid in lieu of fractional shares. If issuing BioCryst stock would exceed 19.9% of BioCryst’s pre-close outstanding shares, the share component will be reduced and the cash amount increased to offset the change.

The deal is subject to customary conditions, including Astria stockholder approval, HSR clearance, an effective S‑4, and Nasdaq listing of the BioCryst shares. The companies anticipate closing in Q1 2026, after which Astria will be delisted and become a BioCryst subsidiary. BioCryst obtained a $550,000,000 debt commitment from Blackstone, including a $350,000,000 initial term loan and a $50,000,000 committed delayed draw, to fund consideration and related costs. A termination fee of $32,250,000 may be payable by Astria under specified circumstances. Astria reported preliminary cash, cash equivalents and short-term investments of $227.7 million as of September 30, 2025.

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Astria Therapeutics Schedule 13G/A summary: Four reporting persons—RA Capital Management, L.P., RA Capital Healthcare Fund, L.P., Peter Kolchinsky and Rajeev Shah—filed a joint Schedule 13G amendment reporting that they do not beneficially own any shares of Astria Therapeutics common stock. The cover pages show aggregate beneficial ownership of 0 shares, representing 0.0% of the class, and no sole or shared voting or dispositive power is reported. The filing disclaims group status and incorporates a prior joint filing agreement by reference.

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Astria Therapeutics, Inc. filed a Form S-8 to register additional securities under its Second Amended and Restated 2015 Stock Incentive Plan (as amended), the 2015 Employee Stock Purchase Plan and the 2022 Inducement Stock Incentive Plan (as amended). The filing incorporates prior S-8 registrations by reference, attaches plan documents and counsel consents, and is signed by CEO Jill C. Milne and other officers and directors. The registrant is incorporated in Delaware and lists its principal executive offices in Boston, Massachusetts.

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Rhea-AI Summary

Astria Therapeutics reported results from its unaudited Form 10-Q showing $76.3 million in cash and $182.9 million in short-term investments, totaling $259.2 million of available liquidity and an accumulated deficit of $741.6 million. For the six months ended June 30, 2025, the company recorded a net loss of $66.8 million (basic and diluted loss per share $1.15), compared with a $44.1 million loss a year earlier. Total assets were $281.9 million versus $342.4 million at year-end 2024.

Clinical and business developments are centered on navenibart and STAR-0310. Astria initiated the global Phase 3 ALPHA-ORBIT trial for navenibart with topline results expected in early 2027 and continues the long-term ORBIT-EXPANSE program. Prior ALPHA-STAR and ALPHA-SOLAR data showed robust reductions in monthly HAE attack rates (~92% overall) and attack-free rates up to 67% in cohorts, with favorable tolerability reported. Subsequent to period end, Astria licensed navenibart rights in Japan to Kaken for a $16.0 million upfront payment, potential $16.0 million in milestones and tiered royalties (mid-teens to 30%), plus support and cost reimbursement for the Phase 3 program.

R&D spending increased to $53.7 million for the six months, up from $36.4 million, reflecting Phase 3 and STAR-0310 activity. Management estimates current resources, together with the Kaken upfront payment and reimbursements, are expected to fund operations into 2028, but the company states it will need substantial additional funding to complete development and commercialization.

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FAQ

What is the current stock price of Astria Therapeutics (ATXS)?

The current stock price of Astria Therapeutics (ATXS) is $12.58 as of January 23, 2026.

What is the market cap of Astria Therapeutics (ATXS)?

The market cap of Astria Therapeutics (ATXS) is approximately 718.1M.

ATXS Rankings

ATXS Stock Data

718.13M
50.32M
Biotechnology
Pharmaceutical Preparations
Link
United States
BOSTON

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