Beck Joanne T. 4

Accession 0000905148-26-000313

CIK 0001454789other

Filed

Jan 22, 7:00 PM ET

Accepted

Jan 23, 4:18 PM ET

Size

15.0 KB

Accession

0000905148-26-000313

AI-generated summary of this filing

Updated Jan 23, 2026

Astria (ATXS) Director Joanne Beck Disposes Shares in Merger

What Happened

Joanne T. Beck, a director of Astria Therapeutics (ATXS), reported dispositions to the issuer on January 23, 2026 totaling 79,749 derivative shares (16,666 + 8,333 + 14,100 + 14,100 + 26,550). The transactions are derivative dispositions tied to the merger with BioCryst (Axel Merger Sub, Inc. merged into Astria), not open‑market sales.
Per the merger agreement, outstanding “in‑the‑money” stock options (exercise price < $13.00) were cashed out for a cash payment equal to (shares subject to the option) × ($13.00 − exercise price). Out‑of‑the‑money options (exercise price ≥ $13.00) were canceled for no consideration. The Form 4 shows N/A for per‑share price because cash consideration was calculated under those option cancellation terms rather than a market trade.

Key Details

Transaction date: 2026-01-23 (effective date of the merger).
Transaction code: D (Disposition to the issuer); securities reported as Derivative.
Total derivative shares disposed: 79,749 (sum of reported line items).
Price/value: Not shown on the Form 4 (N/A). Cash paid for in‑the‑money options was determined by the merger formula described above.
Shares owned after transaction: not specified in the filing.
Footnotes: F1 notes figures adjusted for a prior 1‑for‑6 reverse split (Aug 19, 2021). F2 explains the merger mechanics and the cash‑out formula for in‑the‑money options; out‑of‑the‑money options were canceled with no consideration (exempt under Rules 16a‑4(d) / 16b‑6(d)).
Filing timeliness: Reported with the same date as the transaction (no late filing indicated).

Context

These were corporate merger actions (option cancellations/cash‑outs), not routine open‑market insider sales. Such dispositions reflect the merger’s contractual treatment of outstanding options rather than a director selling stock on the open market.
Because payment for in‑the‑money options is based on option exercise prices and merger terms, the Form 4 does not show a standard per‑share market sale price or total dollar amount on the filing.

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 Joanne Beck|2026-01-23

1 file

Astria Therapeutics, Inc.

CIK 0001454789

Entity typeother