BATE KENNETH 4

Accession 0000905148-26-000312

CIK 0001454789other

Filed

Jan 22, 7:00 PM ET

Accepted

Jan 23, 4:17 PM ET

Size

15.0 KB

Accession

0000905148-26-000312

AI-generated summary of this filing

Updated Jan 23, 2026

Astria (ATXS) Director Kenneth Bate Disposes Derivative Shares in Merger

What Happened

Kenneth Bate, a director of Astria Therapeutics, disposed of a total of 79,749 derivative shares (16,666; 8,333; 14,100; 14,100; 26,550) on January 23, 2026. The filing lists these as "Disposition to the issuer" of derivative securities (price reported as N/A).
These dispositions occurred at the effective time of Astria’s merger into BioCryst. Per the merger agreement, In‑the‑Money stock options (exercise price < $13.00) were cashed out for a cash payment equal to (shares × ($13.00 − exercise price)); Out‑of‑the‑Money options (exercise price ≥ $13.00) were canceled for no consideration.

Key Details

Transaction date: 2026-01-23 (Effective time of the merger); price: N/A in the Form 4.
Total derivative shares disposed: 79,749 (breakdown: 16,666; 8,333; 14,100; 14,100; 26,550).
Shares owned after the transactions: not specified in the excerpted filing.
Notable footnotes: F1 — amounts adjusted for 1-for-6 reverse split (Aug 19, 2021). F2 — merger with BioCryst: in‑the‑money options were cash‑settled as described; out‑of‑the‑money options canceled for no consideration (exempt under Rules 16a‑4(d) / 16b‑6(d)).
Timeliness: Transaction and filing dated the same day (2026-01-23), indicating a timely report.

Context

These were derivative/security cancellations and cash settlements tied to the company being acquired, not open‑market sales. For in‑the‑money options the cash payout depends on each option’s exercise price, which the filing does not itemize, so the Form 4 does not show total cash received.
Out‑of‑the‑money options were canceled for no consideration and are exempt from Section 16 reporting as noted in the filing. This type of merger-driven cancellation is routine and reflects the transaction terms rather than a market-driven buy/sell decision.

Form 4Exit

Period: 2026-01-23

Director

Transactions

Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2]
2026-01-23−16,666→ 0 total
Exercise: $12.24→ Common Stock (16,666 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
[F2]
2026-01-23−8,333→ 0 total
Exercise: $3.00→ Common Stock (8,333 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
[F2]
2026-01-23−14,100→ 0 total
Exercise: $11.35→ Common Stock (14,100 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
[F2]
2026-01-23−14,100→ 0 total
Exercise: $9.18→ Common Stock (14,100 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
[F2]
2026-01-23−26,550→ 0 total
Exercise: $5.79→ Common Stock (26,550 underlying)

Footnotes (2)

[F1]These numbers have been adjusted to reflect the 1-for-6 reverse stock split the Issuer effected on August 19, 2021.
[F2]Pursuant to an Agreement and Plan of Merger, dated as of October 14, 2025, by and among the Issuer, BioCryst Pharmaceuticals, Inc. ("BioCryst"), and Axel Merger Sub, Inc., a wholly-owned subsidiary of BioCryst, on January 23, 2026, Axel Merger Sub, Inc. merged with and into the Issuer, with the Issuer surviving and becoming a wholly-owned subsidiary of BioCryst (the "Merger"). At the effective time of the Merger (the "Effective Time"), each Issuer stock option for which the applicable exercise price was less than $13.00 (each, an "In-the-Money Option") that was outstanding immediately prior to the Effective Time became fully vested and exercisable and was canceled in exchange for the payment in cash equal to the product of (i) the total number of shares of common stock subject to such canceled In-the-Money Option immediately prior to the Effective Time and (ii) the excess of $13.00 over the exercise price per share subject to each such canceled In-the-Money Option, without interest.

Signature

/s/ Ben Harshbarger, as attorney-in-fact for Kenneth Bate|2026-01-23

1 file

Astria Therapeutics, Inc.

CIK 0001454789

Entity typeother