Home/Filings/4/0000905148-26-000323
4//SEC Filing

Morabito Christopher 4

Accession 0000905148-26-000323

CIK 0001454789other

Filed

Jan 22, 7:00 PM ET

Accepted

Jan 23, 4:35 PM ET

Size

8.8 KB

Accession

0000905148-26-000323

Research Summary

AI-generated summary of this filing

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Astria (ATXS) CMO Christopher Morabito Sells Shares in Merger

What Happened
Christopher Morabito, Astria Therapeutics’ Chief Medical Officer, had derivative holdings canceled in connection with the Jan. 23, 2026 merger with BioCryst. The Form 4 reports dispositions to the issuer of 80,000 and 262,500 option-based share interests (aggregate 342,500). The filing lists no per-share price; a footnote explains in‑the‑money options were cashed out at the merger price formula (cash = number of shares × ($13.00 − exercise price)). The total cash paid to the reporting person is not specified in the Form 4.

Key Details

  • Transaction date: 2026-01-23 (disposed to issuer, code D; derivative securities).
  • Reported line items: 80,000 and 262,500 derivative share dispositions (total 342,500). Price shown as N/A in the filing.
  • Shares owned after transaction: not specified in this filing.
  • Footnote: Pursuant to the merger agreement, each in‑the‑money option (exercise price < $13.00) vested and was canceled 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 and are exempt from Section 16 reporting per Rule 16a‑4(d)/16b‑6(d).
  • Filing timeliness: filed same day as the merger effective date (no late filing indicated).

Context
This was a corporate-action disposition tied to the merger (options canceled and, if in‑the‑money, converted into cash) rather than an open‑market sale by the executive. Such payments reflect the merger consideration for outstanding options and do not necessarily signal the insider’s ongoing view of the company’s public equity. For full details on cash amounts and the merger terms, see the merger agreement and related 8‑K disclosures.

Insider Transaction Report

Form 4Exit
Period: 2026-01-23
Morabito Christopher
Chief Medical Officer
Transactions
  • Disposition to Issuer

    Stock Option (Right to Buy)

    [F1]
    2026-01-2380,0000 total
    Exercise: $3.87Common Stock (80,000 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    [F1]
    2026-01-23262,5000 total
    Exercise: $6.41Common Stock (262,500 underlying)
Footnotes (1)
  • [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 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 Christopher Morabito|2026-01-23

Documents

1 file

Issuer

Astria Therapeutics, Inc.

CIK 0001454789

Entity typeother

Related Parties

1
  • filerCIK 0001859284

Filing Metadata

Form type
4
Filed
Jan 22, 7:00 PM ET
Accepted
Jan 23, 4:35 PM ET
Size
8.8 KB