DEFM14A: Astria Therapeutics Stockholders to Vote on BioCryst Merger

Astria Therapeutics, Inc. stockholders will vote on a proposed merger with BioCryst Pharmaceuticals, Inc., offering a mix of cash and stock valued at a premium.

Summary

• BioCryst Pharmaceuticals, Inc. (BioCryst) and Astria Therapeutics, Inc. (Astria) entered into a Merger Agreement on October 14, 2025, for BioCryst to acquire Astria.
• Each outstanding share of Astria Common Stock will be converted into the right to receive 0.59 shares of BioCryst Common Stock and $8.55 in cash, subject to adjustment.
• The implied value of the Merger Consideration was $12.70 per share on October 13, 2025, and $12.76 per share on December 17, 2025.
• The aggregate number of BioCryst Common Stock shares issued in the merger will not exceed 19.9% of BioCryst's outstanding shares immediately prior to the Effective Time, which is 42,126,738 shares based on 210,739,061 shares outstanding as of December 9, 2025.
• Astria's Series X Preferred Shares and Astria Pre-Funded Warrants will be converted into the right to receive the Merger Consideration based on their underlying Astria Common Stock.
• Astria Common Warrants will continue to be outstanding but become exercisable for Merger Consideration, or holders may elect to receive a cash amount equal to their Black Scholes Value.
• In-the-Money Astria Stock Options (exercise price less than $13.00) will fully vest and be cashed out at the difference between $13.00 and their exercise price; Out-of-the-Money options will be canceled for no consideration.
• Astria's board of directors unanimously determined the merger to be fair and in the best interests of Astria and its stockholders, recommending a vote FOR the Merger Proposal.
• The Special Meeting for Astria stockholders to vote on the Merger Proposal, a non-binding Compensation Proposal, and an Adjournment Proposal is scheduled for January 21, 2026, at 9:00 a.m. Eastern Time.
• Approval of the Merger Proposal requires the affirmative vote of holders of not less than a majority of the outstanding shares of Astria Common Stock.
• Directors and executive officers of Astria, along with certain other stockholders, holding approximately 14% of Astria Common Stock, 100% of Series X Preferred Shares, 100% of Astria Pre-Funded Warrants, and 22% of Astria Common Warrants, have entered into Voting and Support Agreements to vote in favor of the merger.

Sentiment

Score: 8

Explanation: The sentiment is highly positive for Astria stockholders due to the significant premium offered, the strategic rationale of combining complementary HAE assets, and the unanimous board recommendation. The cash and stock consideration provides both immediate liquidity and future upside potential. While there are inherent risks in any merger and integration challenges, the overall terms appear favorable for Astria's shareholders.

Positives

• The Merger Consideration provides Astria stockholders with immediate value and liquidity through a cash component ($8.55 per share) and the ability to participate in the combined company's future value through BioCryst Common Stock (0.59 shares per Astria share).
• The implied value of $13.00 per share represents a premium of approximately 53% over Astria Common Stock's closing price on October 13, 2025, and 71% over its 20-day volume-weighted average price (VWAP) as of the same date.
• The merger offers a complementary strategic fit, combining Astria's navenibart (potential long-acting injectable HAE treatment) with BioCryst's existing oral HAE product, ORLADEYO, potentially increasing navenibart's commercial launch success.
• The Astria Board believes the merger is more favorable than other strategic alternatives, including Astria's standalone plan, due to reduced risks and greater benefits.
• The combined company will be led by an experienced senior management team from BioCryst with significant expertise in the HAE market.
• Jill C. Milne, Astria's CEO, will join the BioCryst Board, which is seen as beneficial for the combined company's success and the economic value of BioCryst Common Stock.
• The merger is not subject to a financing contingency, as BioCryst has secured a $550 million senior secured credit facility from Blackstone to fund the cash component.

Negatives

• The fixed exchange ratio means the market value of the stock component of the Merger Consideration will fluctuate with BioCryst Common Stock's price, creating uncertainty for Astria stockholders.
• If the aggregate number of BioCryst shares issued exceeds 19.9% of BioCryst's outstanding shares, the Exchange Ratio will be reduced, and the cash component will be increased based on a fixed $7.54 per BioCryst share, which could result in a lower value if BioCryst's stock price is higher than $7.54.
• Astria will not realize the full standalone value from the potential commercialization of navenibart, licensing of ex-U.S. rights, or future development of STAR-0310.
• The merger agreement includes a $32,250,000 termination fee payable by Astria under certain circumstances, which could deter alternative acquisition proposals.
• The prohibition on Astria soliciting alternative acquisition proposals during the pendency of the merger limits its ability to seek potentially more advantageous offers.
• The merger agreement places restrictions on Astria's business conduct prior to closing, potentially delaying or preventing it from pursuing other business opportunities.
• Astria's cash will continue to deplete during the pendency of the merger, reducing potential value if the merger is not completed.

Risks

• Failure to complete the merger could negatively impact both BioCryst and Astria, leading to adverse reactions from financial markets, counterparties, and employees, and the incurrence of substantial expenses without realizing anticipated benefits.
• The closing is subject to Astria stockholder approval, and failure to obtain this approval would prevent or materially delay the merger.
• The value of the stock component of the Merger Consideration will fluctuate with BioCryst Common Stock's market price, and Astria stockholders could lose value if BioCryst's stock price declines.
• Stockholder litigation could prevent or delay the merger, divert management attention, and incur significant costs.
• Some merger conditions may be waived without resoliciting stockholder approval, potentially impacting the terms of the transaction.
• Business uncertainties, disruptions, and contractual restrictions while the merger is pending could adversely affect operations, employee retention, and relationships with suppliers and vendors.
• Combining BioCryst and Astria may be more difficult, costly, or time-consuming than expected, potentially failing to realize anticipated benefits and cost savings.
• The combined company will incur significant indebtedness ($400 million assumed borrowing) with covenants that could limit operational flexibility and increase vulnerability to adverse economic conditions.
• Astria's stockholders will have a reduced ownership and voting interest (approximately 15%) in the combined company, exercising less influence over management.
• The issuance of new BioCryst Common Stock (up to 37,282,366 shares) may adversely affect its market price due to dilution or selling pressure from former Astria stockholders.
• The unaudited pro forma financial statements are illustrative and based on preliminary estimates; actual financial condition and results may differ materially.
• Prospective financial information is based on assumptions that may not be realized, and actual future results may vary materially.

Future Outlook

The combined company anticipates leveraging BioCryst's established commercial platform for ORLADEYO to successfully commercialize Astria's lead product candidate, navenibart, if approved. This is expected to drive HAE portfolio revenue growth and optimize costs. The outlook also includes continued development of a pipeline of oral small-molecule and injectable protein therapeutics for rare diseases, including Astria's STAR-0310 for atopic dermatitis. However, the realization of anticipated benefits, synergies, and financial performance is subject to various risks and uncertainties, including regulatory approvals and market acceptance.

Management Comments

• Jill C. Milne, Ph.D., President and Chief Executive Officer of Astria Therapeutics, Inc., stated that the Astria Board unanimously determined the Merger Agreement and transactions are fair and in the best interests of Astria and its stockholders, recommending approval.
• Jill C. Milne, Ph.D., will be appointed as a member of the BioCryst Board of Directors, effective upon the closing of the merger, a role she and the Astria Board believe could help with the success of the combined company and potential economic value of BioCryst Common Stock.

Industry Context

The merger combines two biopharmaceutical companies, BioCryst and Astria, both with a focus on rare diseases, particularly Hereditary Angioedema (HAE). BioCryst currently commercializes ORLADEYO, an oral HAE treatment, while Astria's lead candidate, navenibart, is a potential long-acting injectable HAE treatment. This combination aims to create a more comprehensive HAE portfolio, offering both oral and injectable options to patients. The industry landscape is characterized by increasing competition and new medicines under development, necessitating strategic moves like this merger to enhance market position and address significant capital requirements for product development and commercialization.

Comparison to Industry Standards

• Evercore's Premiums Paid Analysis reviewed 30 biopharmaceutical industry transactions since January 1, 2022, with upfront values between $500 million and $2 billion. The analysis indicated a median premium to unaffected closing market prices of 71%, a mean of 76%, a 25th percentile of 49%, and a 75th percentile of 100%.
• The implied premium of approximately 53% over Astria Common Stock's closing price on October 13, 2025, and 71% over its 20-day VWAP, falls within the observed range of premiums paid in comparable biopharmaceutical industry transactions.
• Evercore's Selected Publicly-Traded Biopharma Companies Analysis compared BioCryst to companies like Amicus Therapeutics, Apellis Pharmaceuticals, and PTC Therapeutics, using TEV/EBITDA and TEV/Revenue multiples for 2026E, 2027E, and 2028E. This analysis provided a reference range for BioCryst's implied equity value per share of $10.55 to $15.70 based on 2026E revenue and $5.75 to $10.70 based on 2026E EBITDA, suggesting BioCryst's valuation is within industry benchmarks for similar companies.

Management Changes

Corporate Governance

Legal Proceedings

• Stockholder litigation could be filed against BioCryst, Astria, and their directors/officers in connection with the merger, potentially delaying or preventing its completion and incurring significant costs.
• One of the conditions to closing is that no law, injunction, order, or decree prohibits the merger, meaning successful litigation could halt the transaction.

Related Party Transactions

• Members of the Astria Board and executive officers, along with certain affiliates of Perceptive Advisors, LLC and Xontogeny, LLC, entered into Voting and Support Agreements with BioCryst.
• These Supporting Stockholders agreed to vote their shares of Astria Common Stock (approximately 14% of outstanding shares) in favor of the Merger Proposal and against alternative transactions.
• They also agreed not to transfer their shares prior to the merger's closing or termination of the agreement, with certain exceptions.
• Supporting Stockholders holding Series X Preferred Shares confirmed and consented to their treatment as set forth in the Merger Agreement.
• Supporting Stockholders holding Astria Common Warrants irrevocably elected to have Astria purchase their warrants for cash equal to their Black Scholes Value, making them 'Elected Warrants' and not counting towards the BioCryst share issuance limit.

Stakeholder Impact

• **Shareholders (Astria)**: Will receive a premium for their shares, consisting of cash and BioCryst stock, providing immediate liquidity and future participation in the combined entity. However, they will have reduced ownership and voting interest in the combined company.
• **Shareholders (BioCryst)**: Will experience dilution due to the issuance of new shares for the merger (approximately 15% of the combined company's outstanding shares will be held by former Astria shareholders).
• **Employees (Astria)**: Continuing employees will receive no less than their current base salary/wages and annual target bonus opportunity for one year post-merger. Severance benefits will be no less favorable than specified terms. Equity awards (in-the-money options) will vest and be cashed out. There is a risk of losing key employees during the pendency of the merger.
• **Directors and Officers (Astria)**: Will receive accelerated vesting and cash payments for in-the-money stock options. Jill C. Milne, Astria's CEO, will join the BioCryst Board. Indemnification rights and D&O insurance will be maintained for six years post-merger.
• **Creditors**: BioCryst will incur significant indebtedness ($400 million assumed borrowing) to finance the cash component of the merger, which could increase the combined company's vulnerability to adverse economic conditions and limit financial flexibility.

Next Steps

• Astria stockholders will hold a Special Meeting on January 21, 2026, to vote on the Merger Proposal, Compensation Proposal, and Adjournment Proposal.
• BioCryst and Astria will continue to work towards satisfying all remaining closing conditions for the merger.
• The merger is expected to close in January 2026, assuming all conditions are met.
• Upon completion, Astria Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act.
• Jill C. Milne, Astria's CEO, will join the BioCryst Board of Directors upon the Effective Time.

Key Dates

Recommendation

The merger offers a substantial premium to Astria's pre-announcement stock price, providing immediate and attractive value to its stockholders. The strategic rationale is compelling, as it combines BioCryst's commercial infrastructure and existing HAE product (ORLADEYO) with Astria's promising long-acting injectable HAE candidate (navenibart), creating a more robust and diversified HAE portfolio. This synergy is expected to enhance the combined company's market position and commercialization prospects for navenibart. While there are integration risks and the stock component introduces some market fluctuation, the unanimous board recommendation, the significant premium, and the strategic fit suggest a strong positive outlook for Astria shareholders, making it a 'strong buy' for those holding Astria shares to capture the merger consideration.

Keywords

Merger, Acquisition, Biotechnology, Pharmaceuticals, Hereditary Angioedema, HAE, Navenibart, ORLADEYO, Stockholder Vote, Proxy Statement, SEC Filing, BioCryst, Astria Therapeutics, Nasdaq, Equity, Cash Consideration, Stock Consideration, Risk Factors, Corporate Governance, Debt Financing