[425] – Astria Therapeutics, Inc. (ATXS) (CIK 0001454789)

Rhea-AI Filing Summary

BioCryst Pharmaceuticals filed communications under Rule 425 regarding its proposed acquisition of Astria Therapeutics. The companies plan to file a Form S-4 containing a proxy statement/prospectus, and investors are urged to read those materials when available.

The transaction remains subject to conditions, including required regulatory clearances and Astria stockholder approval. The communication highlights risks such as potential termination events, legal proceedings, integration challenges, expected indebtedness to finance the deal, and the potential dilutive effect of BioCryst common stock to be issued in the merger. It also states this is not an offer to sell or solicit securities. SEC filings will be available free of charge via the companies’ websites and the SEC’s site.

Insights

M&A and Capital Markets Analyst

Process update on a proposed merger; terms and timing not detailed.

BioCryst signaled a proposed acquisition of Astria Therapeutics and outlined next steps, including a forthcoming Form S-4 with a proxy statement/prospectus. The communication focuses on process and disclosures rather than deal economics.

Closing is conditioned on regulatory approvals and Astria stockholder approval. The text notes risks typical for M&A: possible termination, integration complexity, legal proceedings, anticipated debt financing, and potential dilution from BioCryst stock issued in the merger.

Actual impact will depend on the definitive terms and approvals disclosed in the S-4/proxy materials. Subsequent filings may specify consideration, financing structure, and expected synergies.

Filed by BioCryst Pharmaceuticals, Inc. (Commission File No. 000-23186)

pursuant to Rule 425 under the Securities Act of 1933, as amended

and deemed filed pursuant to Rule 14a-12 under

the Securities Exchange Act of 1934, as amended

Subject Company: Astria Therapeutics, Inc.

Commission File No.: 001-37467

The following communications are being filed in connection with the proposed acquisition (the “Merger”) of Astria Therapeutics, Inc. (“Astria”) by BioCryst Pharmaceuticals, Inc. (“BioCryst”).

The following were posted by BioCryst to X and LinkedIn, respectively, on October 14, 2025.

Cautionary Statement Regarding Forward-Looking Statements

Statements included in this document which are not historical in nature or do not relate to current facts are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act.  Forward-looking statements are based on, among other things, BioCryst management’s beliefs, assumptions, current expectations, estimates and projections about the economy and BioCryst and Astria and the industry in which they operate.  Words and phrases such as “may,” “approximately,” “continue,” “should,” “expects,” “projects,” “anticipates,” “is likely,” “look ahead,” “look forward,” “believes,” “will,” “intends,” “estimates,” “strategy,” “plan,” “could,” “potential,” “possible” and variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements include statements regarding, among other things, the expected benefits of the Merger and BioCryst’s ability to recognize the benefits of the Merger, the anticipated timing of the closing of the Merger, the anticipated financial impact of the Merger, BioCryst’s or the combined company’s performance following the Merger, including future financial and operating results, anticipated approval and commercialization of navenibart, pharmaceutical research and development, such as drug discovery, preclinical and clinical development activities and related timelines, and BioCryst’s and Astria’s plans, objectives, expectations, intentions, growth strategies and other statements that are not historical facts. BioCryst cautions readers that forward-looking statements are subject to certain risks and uncertainties that are difficult to predict with regard to, among other things, timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks and uncertainties include, among others, the following possibilities: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive agreement governing the Merger (the “Merger Agreement”); the outcome of any legal proceedings that may be instituted against BioCryst or Astria; the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Merger) and Astria stockholder approval or to satisfy any of the other conditions to the Merger on a timely basis or at all; the possibility that the anticipated benefits of the Merger, including anticipated synergies, are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where BioCryst and Astria do business; the significant indebtedness BioCryst expects to incur in connection with the Transaction and the need to generate sufficient cash flows to service and repay such debt; the possibility that the Merger may be more expensive to complete than anticipated; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Merger; risks relating to the potential dilutive effect of shares of BioCryst common stock to be issued in the Merger; and other factors that may affect future results of BioCryst, Astria and the combined company.  Additional factors that could cause results to differ materially from those described above can be found in BioCryst’s Annual Report on Form 10-K for the year ended December 31, 2024, BioCryst’s Quarterly Report on Form 10-Q for the three months ended June 30, 2025, Astria’s Annual Report on Form 10-K for the year ended December 31, 2024, Astria’s Quarterly Report on Form 10-Q for the three months ended June 30, 2025, and in other documents BioCryst and Astria file with the SEC, which are available on the SEC’s website at www.sec.gov.

Important Additional Information and Where to Find It

In connection with the Merger, BioCryst will file with the SEC a registration statement on Form S-4 (the “registration statement”), which will contain a proxy statement of Astria and a prospectus of BioCryst (the “proxy statement/prospectus”), and each of BioCryst and Astria may file with the SEC other relevant documents regarding the Merger.  INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS CAREFULLY AND IN THEIR ENTIRETY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY BIOCRYST AND ASTRIA, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BIOCRYST, ASTRIA AND THE MERGER.  When final, a definitive copy of the proxy statement/prospectus will be mailed to Astria stockholders.  Investors and security holders will be able to obtain the registration statement and the proxy statement/prospectus, as well as other filings containing information about BioCryst and Astria, free of charge from BioCryst or Astria or from the SEC’s website when they are filed.  The documents filed by BioCryst with the SEC may be obtained free of charge at BioCryst’s website, at www.biocryst.com, or by requesting them by mail at BioCryst Pharmaceuticals, Inc., 4505 Emperor Boulevard, Suite 200, Durham, North Carolina 27703, Attention: Corporate Secretary. The documents filed by Astria with the SEC may be obtained free of charge at Astria’s website, at www.astriatx.com, or by requesting them by mail at Astria Therapeutics, Inc., 22 Boston Wharf Road, 10^th Floor, Boston, Massachusetts, 02210, Attention: Investor Relations. The information included on BioCryst’s and Astria’s websites is not incorporated by reference into this document.

Participants in the Solicitation

BioCryst and Astria and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Astria in respect of the Merger.  Information about BioCryst’s directors and executive officers is available in BioCryst’s proxy statement, dated April 24, 2025, for its 2025 Annual Meeting of Stockholders, and other documents filed by BioCryst with the SEC.  Information about Astria’s directors and executive officers is available in Astria’s proxy statement, dated April 28, 2025, for its 2025 Annual Meeting of Stockholders, and other documents filed by Astria with the SEC. Other information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the Merger when they become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from BioCryst or Astria as indicated above.

No Offer or Solicitation

This document is not intended to and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

FAQ

What did BioCryst (related to ATXS) announce in this filing?

BioCryst filed Rule 425 communications about a proposed acquisition of Astria Therapeutics.

What documents will be filed for the BioCryst–Astria merger?

A Form S-4 containing a proxy statement of Astria and a prospectus of BioCryst will be filed.

Do Astria stockholders get to vote on the merger?

Yes. The transaction is subject to Astria stockholder approval.

What approvals are required before closing?

The merger requires necessary regulatory approvals and satisfaction of other conditions, including Astria stockholder approval.

Where can I find the S-4 and proxy/prospectus when available?

Free copies will be available on the SEC’s website and from BioCryst and Astria websites or by request.

Is this an offer to sell or buy securities?

No. The communication states it is not an offer or solicitation; any offer would be via a prospectus meeting Section 10 of the Securities Act.

Who are participants in the proxy solicitation?

BioCryst, Astria, and certain directors and executive officers may be deemed participants; details will be in the proxy statement/prospectus.