Home/Filings/4/0000905148-26-000320
4//SEC Filing

LAPOINTE ANTHONY GREGG 4

Accession 0000905148-26-000320

CIK 0001454789other

Filed

Jan 22, 7:00 PM ET

Accepted

Jan 23, 4:30 PM ET

Size

15.0 KB

Accession

0000905148-26-000320

Research Summary

AI-generated summary of this filing

Updated

Astria (ATXS) Director Lapointe Cancels/Settles Options in Merger

What Happened
Anthony Gregg Lapointe, a director of Astria Therapeutics (ATXS), had multiple derivative holdings disposed to the issuer on January 23, 2026 as part of the merger with BioCryst. The Form 4 lists five disposition entries totaling 79,749 derivative securities (post 1-for-6 reverse split adjustment). The filing does not report per-share prices or a total cash amount; a merger footnote states that any in‑the‑money options were canceled in exchange for cash equal to (shares × ($13.00 − exercise price)), while out‑of‑the‑money options were canceled for no consideration.

Key Details

  • Transaction date: 2026-01-23 (reported on the same date) — filing appears timely.
  • Reported disposals: 16,666; 8,333; 14,100; 14,100; and 26,550 derivative securities — total 79,749 (adjusted for a prior 1-for-6 reverse split).
  • Price / cash reported on Form 4: N/A (not disclosed). Footnote F2: in‑the‑money options were paid cash per merger formula; out‑of‑the‑money options were canceled for no consideration.
  • Transaction code: D (Disposition) of derivative securities (not an open-market sale).
  • Shares owned after transaction: Not specified in the provided filing details.
  • Footnote F1: quantities reflect the 1-for-6 reverse split effective Aug 19, 2021.

Context
This activity reflects merger-related option cancellation and settlement under the BioCryst merger agreement, not a routine open-market sale or purchase. In‑the‑money options were cashed out per the merger terms; out‑of‑the‑money options were canceled (and those cancellations are exempt from Section 16 reporting and thus not reported). Such transactions are driven by deal terms rather than an immediate market signal from the insider.

Insider Transaction Report

Form 4Exit
Period: 2026-01-23
Transactions
  • Disposition to Issuer

    Stock Option (Right to Buy)

    [F1][F2]
    2026-01-2316,6660 total
    Exercise: $12.24Common Stock (16,666 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    [F2]
    2026-01-238,3330 total
    Exercise: $3.00Common Stock (8,333 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    [F2]
    2026-01-2314,1000 total
    Exercise: $11.35Common Stock (14,100 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    [F2]
    2026-01-2314,1000 total
    Exercise: $9.18Common Stock (14,100 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    [F2]
    2026-01-2326,5500 total
    Exercise: $5.79Common 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 Gregg Lapointe|2026-01-23

Documents

1 file

Issuer

Astria Therapeutics, Inc.

CIK 0001454789

Entity typeother

Related Parties

1
  • filerCIK 0001331860

Filing Metadata

Form type
4
Filed
Jan 22, 7:00 PM ET
Accepted
Jan 23, 4:30 PM ET
Size
15.0 KB