Astria Therapeutics, Inc. 8-K

What Happened
Astria Therapeutics (Astria) filed an 8-K reporting that on January 23, 2026 it completed its merger into BioCryst Pharmaceuticals (the Merger), becoming a wholly owned subsidiary of BioCryst. At the Effective Time each outstanding Astria common share (excluding certain shares) converted into 0.59 of a share of BioCryst common stock plus $8.55 cash (cash in lieu for fractional shares, subject to tax withholding). Immediately after closing Astria executed a joinder to become a guarantor under a Loan Agreement for initial term loans of $400.0 million funded on the Closing Date.

Key Details

• Merger closing date and Effective Time: January 23, 2026.
• Consideration to Astria common shareholders: 0.59 share of BioCryst common stock + $8.55 cash per Astria share (plus cash in lieu of fractional shares, subject to withholding).
• Loan Agreement: Astria joined as a guarantor to $400.0 million in initial term loans funded on the Closing Date; maturity date is January 23, 2031 (five years).
• Corporate filings: amended and restated Certificate of Incorporation and Bylaws of Astria are included as exhibits to the 8-K; other securities (preferred, options, warrants) were treated per the Merger Agreement and Proxy Statement.

Why It Matters
For Astria shareholders this is a liquidity and stock-for-stock transaction: shareholders received a mix of cash and BioCryst shares according to the stated conversion ratio. For creditors and investors, Astria’s joinder as a guarantor of the $400M term loan creates a direct financial obligation tied to the merged company; the loan carries customary covenants, representations and default provisions and matures in 2031. The filing also documents the change in control and related corporate charter/bylaw amendments that take effect with the Merger.