Morabito Christopher 4
Accession 0000905148-26-000323
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
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
- Disposition to Issuer
Stock Option (Right to Buy)
[F1]2026-01-23−80,000→ 0 totalExercise: $3.87→ Common Stock (80,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1]2026-01-23−262,500→ 0 totalExercise: $6.41→ Common 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
Documents
Issuer
Astria Therapeutics, Inc.
CIK 0001454789
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