Form 4: Astria Therapeutics Director Cashes In Options Post-Merger

Astria Therapeutics Director Fred Callori received cash for in-the-money stock options following the company's merger with BioCryst Pharmaceuticals' subsidiary.

Summary

• Fred Callori, a Director of Astria Therapeutics, Inc. (ATXS), reported changes in beneficial ownership of derivative securities.
• The transaction date for these changes was January 23, 2026, coinciding with the effective time of a merger.
• Astria Therapeutics, Inc. merged with Axel Merger Sub, Inc., a wholly-owned subsidiary of BioCryst Pharmaceuticals, Inc., with Astria surviving as a wholly-owned subsidiary of BioCryst.
• In-the-money stock options (exercise price less than $13.00) held by Mr. Callori became fully vested and exercisable, then were canceled in exchange for a cash payment.
• The cash payment for each in-the-money option was calculated as the product of the total number of shares subject to the option and the excess of $13.00 over the option's exercise price.
• Out-of-the-money stock options (exercise price equal to or greater than $13.00) were canceled for no consideration and are not reported in this filing.
• The reported numbers reflect a 1-for-6 reverse stock split effected by Astria Therapeutics on August 19, 2021.

Sentiment

Score: 8

Explanation: The reporting person received a substantial cash payout for their in-the-money stock options as a result of the merger, indicating a positive financial outcome for the individual's holdings.

Positives

• Fred Callori received a total cash payment of $362,648.66 for his in-the-money stock options.
• The merger provided liquidity for option holders with in-the-money options.

Negatives

• Out-of-the-money stock options were canceled for no consideration, resulting in no value for those holdings.
• Astria Therapeutics, Inc. ceased to be an independent publicly traded entity, becoming a wholly-owned subsidiary of BioCryst Pharmaceuticals, Inc.

Risks

• The cancellation of out-of-the-money options for no consideration represents a loss of potential future value for the reporting person if the stock price had risen above the exercise price.

Future Outlook

This Form 4 filing reports a past transaction related to a completed merger and does not provide forward-looking statements or guidance for the new entity.

Management Comments

• Pursuant to an Agreement and Plan of Merger, dated as of October 14, 2025, Axel Merger Sub, Inc. merged with and into Astria Therapeutics, Inc., with Astria surviving and becoming a wholly-owned subsidiary of BioCryst Pharmaceuticals, Inc.
• At the effective time of the Merger, each Issuer stock option for which the applicable exercise price was less than $13.00 became fully vested and exercisable and was canceled in exchange for a cash payment.
• Each Issuer stock option for which the applicable exercise price was equal to or greater than $13.00 was canceled for no consideration.

Industry Context

This transaction reflects a consolidation event within the biotechnology or pharmaceutical sector, where a smaller entity (Astria Therapeutics) was acquired by a larger one (BioCryst Pharmaceuticals). Such mergers are common strategies for larger companies to expand their pipeline or market share, and for smaller companies to gain resources or an exit strategy.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders of Astria Therapeutics, Inc. would have received consideration for their shares as part of the merger, consistent with the treatment of in-the-money options.
• Employees of Astria Therapeutics, Inc. would experience a change in employer and corporate structure due to the acquisition by BioCryst Pharmaceuticals, Inc.

Key Dates

Keywords

Astria Therapeutics, ATXS, BioCryst Pharmaceuticals, Merger, Stock Options, Form 4, Insider Transaction, Beneficial Ownership