4//SEC Filing
Komjathy Andrew 4
Accession 0000905148-26-000319
CIK 0001454789other
Filed
Jan 22, 7:00 PM ET
Accepted
Jan 23, 4:29 PM ET
Size
14.4 KB
Accession
0000905148-26-000319
Research Summary
AI-generated summary of this filing
Astria (ATXS) CCO Andrew Komjathy Surrenders 280,100 Shares
What Happened
- Andrew Komjathy, Chief Commercial Officer of Astria Therapeutics (ATXS), reported dispositions to the issuer on Jan 23, 2026 totaling 280,100 Astria shares (10 + 45 + 45 common shares and 55,000 + 225,000 derivative shares). These dispositions were made in connection with the merger by which Astria became a wholly‑owned subsidiary of BioCryst.
- Under the merger terms, each outstanding Astria share (other than certain excluded shares) was converted into the right to receive $8.55 in cash (no interest) and 0.59 of a share of BioCryst common stock (cash in lieu for fractional shares). Certain in‑the‑money Astria options were cashed out per the merger agreement; out‑of‑the‑money options were canceled for no consideration.
Key Details
- Transaction date: 2026-01-23; transaction code: D (Disposition to issuer).
- Shares disposed: 280,100 total (100 common shares across accounts + 280,000 equivalent derivative shares); per‑share cash component: $8.55 plus 0.59 BioCryst shares.
- Price field reported as N/A on Form 4 because consideration was paid per merger terms rather than an open‑market trade.
- Small blocks (10, 45, 45) include shares held in a UTMA account and an adult child’s account; the reporting person disclaims beneficial ownership over those holdings except for any indirect pecuniary interest (footnotes F2, F3).
- Derivative dispositions reflect option cancellations/payments under the merger (see footnote F4); out‑of‑the‑money options were canceled for no consideration and are not reported.
- Filing appears to be contemporaneous with the merger effective date (filed 2026-01-23); no late filing flag shown.
Context
- These dispositions were a corporate transaction tied to the merger, not open‑market sales; proceeds were paid as merger consideration (cash + BioCryst shares), so this is not an insider “sell signal” in the usual sense of market sales.
- For options: in‑the‑money options were settled for cash equal to the spread as described in the merger agreement; out‑of‑the‑money options were canceled for no consideration.
Insider Transaction Report
Form 4Exit
Komjathy Andrew
Chief Commercial Officer
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-01-23−10→ 0 total - Disposition to Issuer
Common Stock
[F1][F2]2026-01-23−45→ 0 total(indirect: See footnote) - Disposition to Issuer
Common Stock
[F1][F3]2026-01-23−45→ 0 total(indirect: See footnote) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-01-23−55,000→ 0 totalExercise: $6.51→ Common Stock (55,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-01-23−225,000→ 0 totalExercise: $6.41→ Common Stock (225,000 underlying)
Footnotes (4)
- [F1]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 share of Issuer common stock, excluding shares held by the Issuer, BioCryst, or their wholly-owned subsidiaries or dissenting stockholders, that was issued and outstanding immediately prior to the Effective Time, was converted into the right to receive (i) 0.59 of a share of common stock of BioCryst and, if applicable, cash in lieu of fractional shares, and (ii) $8.55 in cash, without interest, subject to withholding taxes.
- [F2]These shares are held in a Uniform Transfers to Minors Act brokerage account of the Reporting Person's minor child (the "UTMA"), of which the Reporting Person serves as the sole custodian trustee. The Reporting Person disclaims beneficial ownership over these shares of common stock, which are held directly by the UTMA, except to the extent of the Reporting Person's indirect pecuniary interest therein.
- [F3]These shares are held by the Reporting Person's adult child. The Reporting Person disclaims beneficial ownership over these shares of common stock, which are held directly by the adult child of the Reporting Person.
- [F4]At 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 Andrew Komjathy|2026-01-23
Documents
Issuer
Astria Therapeutics, Inc.
CIK 0001454789
Entity typeother
Related Parties
1- filerCIK 0001788465
Filing Metadata
- Form type
- 4
- Filed
- Jan 22, 7:00 PM ET
- Accepted
- Jan 23, 4:29 PM ET
- Size
- 14.4 KB