BioCryst (BCRX) closes Astria merger and expands Jill Milne’s board roles

Rhea-AI Filing Summary

BioCryst Pharmaceuticals, Inc. completed its previously agreed merger with Astria Therapeutics, Inc. on January 23, 2026. Axel Merger Sub, Inc., a wholly owned subsidiary of BioCryst, merged with and into Astria, and Astria now operates as a wholly owned subsidiary of BioCryst.

The filing also confirms that the appointment of Jill C. Milne, Ph.D. to BioCryst’s board of directors became effective on the merger closing date after conditions in the merger agreement were satisfied. On January 20, 2026, the board further appointed Dr. Milne to the Compensation Committee and the Science Committee, effective as of the closing date.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 14, 2025

BioCryst Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-23186	62-1413174
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

4505 Emperor Blvd., Suite 200

Durham, North Carolina 27703

(Address of Principal Executive Offices) (Zip Code)

(919) 859-1302

(Registrant’s telephone number, including area code)  

________________________________________

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	BCRX	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 23, 2026 (the “Closing Date”), BioCryst Pharmaceuticals, Inc., a Delaware corporation (“BioCryst”) completed the transactions contemplated by the Agreement and Plan of Merger, dated as of October 14, 2025 (the “Merger Agreement”), by and among BioCryst, Axel Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of BioCryst (“Merger Sub”) and Astria Therapeutics, Inc., a Delaware corporation (“Astria”). On the Closing Date, Merger Sub merged with and into Astria (the “Merger”), with Astria surviving the Merger as a wholly owned subsidiary of BioCryst.

On October 14, 2025, BioCryst filed a Current Report on Form 8-K (the “Initial 8-K”) regarding the appointment of Jill C. Milne, Ph.D. to its board of directors (the “Board”), subject to certain conditions specified in the Merger Agreement. On the Closing Date, such conditions were satisfied and Dr. Milne’s appointment to the Board became effective. This Amendment No. 1 to the Initial 8-K is being filed to report that on January 20, 2026, the Board appointed Dr. Milne as a member of its Compensation and Science Committees, effective as of the Closing Date.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  January 23, 2026	BioCryst Pharmaceuticals, Inc.
	By:	/s/ Alane Barnes
		Alane Barnes
		Chief Legal Officer

FAQ

What merger did BioCryst Pharmaceuticals (BCRX) complete with Astria Therapeutics?

BioCryst completed a merger where Axel Merger Sub, its wholly owned subsidiary, merged with and into Astria Therapeutics. Astria survived the merger and became a wholly owned subsidiary of BioCryst, aligning Astria’s business fully under BioCryst’s corporate structure.

When did the BioCryst–Astria merger close for BCRX investors?

The merger closed on January 23, 2026, referred to as the Closing Date. On that date, Axel Merger Sub merged with Astria, and Astria began operating as a wholly owned subsidiary of BioCryst under the previously signed merger agreement.

Who is Jill C. Milne, Ph.D., and what role does she have at BioCryst (BCRX)?

Jill C. Milne, Ph.D., was appointed to BioCryst’s board of directors under conditions in the merger agreement. Once those conditions were satisfied at closing, she joined the board and now serves on the Compensation and Science Committees, effective as of the Closing Date.

What board committees did BioCryst (BCRX) add Dr. Jill Milne to after the merger?

On January 20, 2026, BioCryst’s board appointed Dr. Jill Milne to its Compensation Committee and Science Committee. These appointments were effective as of the merger Closing Date, expanding her responsibilities beyond general board membership.

Why did BioCryst file an Amendment No. 1 to its prior 8-K about BCRX?

The amendment updates a prior 8-K that initially reported Dr. Jill Milne’s conditional board appointment. It now confirms that merger conditions were met, her appointment became effective, and she was added to the Compensation and Science Committees as of the Closing Date.

What entity signed the amended 8-K for BioCryst Pharmaceuticals (BCRX)?

The amended 8-K was signed on behalf of BioCryst Pharmaceuticals, Inc. by Alane Barnes, who is identified as the company’s Chief Legal Officer. This signature indicates the filing was duly authorized under the Securities Exchange Act of 1934 requirements.