Jonathan Violin - 23 Jan 2026 Form 4 Insider Report for Astria Therapeutics, Inc. (ATXS)

Role
Director
Signature
/s/ Ben Harshbarger, as attorney-in-fact for Jonathan Violin
Issuer symbol
ATXS
Transactions as of
23 Jan 2026
Net transactions value
$0
Form type
4
Filing time
23 Jan 2026, 16:37:09 UTC
Previous filing
23 Jun 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Violin Jonathan Director C/O ASTRIA THERAPEUTICS, INC., 22 BOSTON WHARF ROAD, 10TH FLOOR, BOSTON /s/ Ben Harshbarger, as attorney-in-fact for Jonathan Violin 23 Jan 2026 0001730615

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ATXS Common Stock Disposed to Issuer -263,321 -100% 0 23 Jan 2026 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ATXS Stock Option (Right to Buy) Disposed to Issuer +14,166 0 23 Jan 2026 Common Stock 14,166 $12.24 Direct F2, F3
transaction ATXS Stock Option (Right to Buy) Disposed to Issuer +8,333 0 23 Jan 2026 Common Stock 8,333 $3.00 Direct F3
transaction ATXS Stock Option (Right to Buy) Disposed to Issuer +14,100 0 23 Jan 2026 Common Stock 14,100 $11.35 Direct F3
transaction ATXS Stock Option (Right to Buy) Disposed to Issuer +14,100 0 23 Jan 2026 Common Stock 14,100 $9.18 Direct F3
transaction ATXS Stock Option (Right to Buy) Disposed to Issuer +26,550 0 23 Jan 2026 Common Stock 26,550 $5.79 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jonathan Violin is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
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 share of Issuer common stock, excluding shares held by the Issuer, BioCryst, or their wholly-owned subsidiaries or dissenting stockholders, that was issued and outstanding immediately prior to the Effective Time, was converted into the right to receive (i) 0.59 of a share of common stock of BioCryst and, if applicable, cash in lieu of fractional shares, and (ii) $8.55 in cash, without interest, subject to withholding taxes.
F2 These numbers have been adjusted to reflect the 1-for-6 reverse stock split the Issuer effected on August 19, 2021.
F3 At 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.

Remarks:

At the Effective Time, each Issuer stock option for which the applicable exercise price was equal to or greater than $13.00 (each, an "Out-of-the-Money Option") that was outstanding immediately prior to the Effective Time was canceled for no consideration, which cancelation is exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-4(d) and Rule 16b-6(d) thereunder. Accordingly, the Reporting Person's Out-of-the-Money Options that were canceled in the Merger are not reported herein.