Astria Therapeutics, Inc. 8-K

What Happened
Astria Therapeutics (ATXS) confirmed its previously announced merger agreement with BioCryst Pharmaceuticals (via Axel Merger Sub) and disclosed that two complaints were filed in the Supreme Court of New York challenging the registration statement and related proxy materials. The Merger Agreement was entered on October 14, 2025; BioCryst filed a Form S-4 registration statement and Astria filed a definitive proxy on December 18, 2025. The two complaints (Peter Grant v. Astria et al., filed Dec. 17, 2025, and Michael Kent v. Astria et al., filed Dec. 18, 2025) name Astria and its directors and allege negligence, negligent misrepresentation and concealment based on alleged false or misleading statements in the registration statement. Astria says the claims are without merit and intends to vigorously defend the litigation.

Key Details

• Merger Agreement date: October 14, 2025; Astria to become a wholly owned subsidiary of BioCryst if conditions are met.
• Proxy/registration: BioCryst filed Form S-4; Astria filed the definitive proxy on December 18, 2025; proxy mailed to Astria stockholders.
• Lawsuits: Complaints filed Dec. 17 (Grant) and Dec. 18 (Kent), plaintiffs’ counsel provided copies to Astria counsel Dec. 19, 2025. Defendants named include Astria and its board members. Remedies sought include injunctive relief, damages, attorneys’ fees and a jury trial.
• Company position: Astria believes the claims are without merit, considers alleged omissions or misrepresentations neither material nor actionable, and will defend vigorously.

Why It Matters
For investors, the filing highlights two immediate items: (1) the planned merger with BioCryst is moving forward with proxy materials filed and distributed, and (2) stockholder litigation has been filed challenging those materials. Litigation of this type can seek to delay or change disclosure or the timing of a shareholder vote, so it is a near‑term risk to watch. Astria’s statement that it will defend the suits is the company’s current posture; there is no disclosure of any settlement or financial impact in this 8‑K. Investors should review the S‑4 and proxy materials and monitor subsequent SEC filings and court developments for updates. Documents are available free on the SEC website and on the companies’ websites.