Astria Therapeutics acquired by BioCryst; stockholders receive 0.59 shares + $8.55 cash per share

This filing

Pursuant to the Merger Agreement, at the Effective Time, Astria’s certificate of incorporation was amended and restated in its entirety in the form filed as Exhibit 3.1

Comparable filing

In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.

This filing

prior to the Effective Time (excluding shares held by BioCryst, Astria or their wholly owned subsidiaries or dissenting stockholders) was converted into the right to receive (i) 0.59 of a share of common stock, par value $0.01 per share, of BioCryst (“ BioCryst Common Stock ”), and, if applicable, cash in lieu of fractional shares, and (ii) $8.55 in cash,

Comparable filing

Rollover Shares immediately prior to the Effective Time, and were canceled at the Effective Time for no consideration) were canceled and converted into the right to receive $11.20 in cash, without interest (such amount per share, the “ Merger Consideration ”). At the Effective Time, (i) each Company RSU (as defined in the Merger Agreement) that was

This filing

prior to the Effective Time (excluding shares held by BioCryst, Astria or their wholly owned subsidiaries or dissenting stockholders) was converted into the right to receive (i) 0.59 of a share of common stock, par value $0.01 per share, of BioCryst (“ BioCryst Common Stock ”), and, if applicable, cash in lieu of fractional shares, and (ii) $8.55 in cash,

Comparable filing

ith Devon Energy Corporation, a Delaware corporation (“Devon”), and Cubs Merger Sub, Inc., a Delaware corporation and

This filing

prior to the Effective Time (excluding shares held by BioCryst, Astria or their wholly owned subsidiaries or dissenting stockholders) was converted into the right to receive (i) 0.59 of a share of common stock, par value $0.01 per share, of BioCryst (“ BioCryst Common Stock ”), and, if applicable, cash in lieu of fractional shares, and (ii) $8.55 in cash,

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

This filing

prior to the Effective Time (excluding shares held by BioCryst, Astria or their wholly owned subsidiaries or dissenting stockholders) was converted into the right to receive (i) 0.59 of a share of common stock, par value $0.01 per share, of BioCryst (“ BioCryst Common Stock ”), and, if applicable, cash in lieu of fractional shares, and (ii) $8.55 in cash,

Comparable filing

On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred

This filing

Item 1.01. Entry Into a Material Definitive Agreement. On January 23, 2026 (the “ Closing Date ”), in connection with the Merger (as defined below) and immediately following the Effective Time (as defined below), Astria Therapeutics, Inc., a Delaware corporation (“ Astria ”), executed a joinder and thereby became a party to and guarantor under a Loan Agreement (the “ Loan Agreement ”) entered into on the Closing Date by BioCryst Pharmaceuticals, Inc., a Delaware corporation (“ BioCryst ”), as borrower, the guarantors from time to time party thereto, Blackstone Alternative Credit Advisors LP and Blackstone Life Sciences Advisors L.L.C., as the Blackstone representatives thereunder, the lenders from time to time party thereto and Wilmington Trust, National Association, as agent. The Loan Agreement provides for initial term loans in the principal amount of $400.0 million (the “ Term Loans ”), which were funded on the Closing Date. The maturity date of the Term Loans under the Loan Agreeme

Comparable filing

On May 9, 2026, Emerald Holding, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Emma Buyer, LLC, a Delaware limited liability company (“ Parent ”), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”).

This filing

Item 1.01. Entry Into a Material Definitive Agreement. On January 23, 2026 (the “ Closing Date ”), in connection with the Merger (as defined below) and immediately following the Effective Time (as defined below), Astria Therapeutics, Inc., a Delaware corporation (“ Astria ”), executed a joinder and thereby became a party to and guarantor under a Loan Agreement (the “ Loan Agreement ”) entered into on the Closing Date by BioCryst Pharmaceuticals, Inc., a Delaware corporation (“ BioCryst ”), as borrower, the guarantors from time to time party thereto, Blackstone Alternative Credit Advisors LP and Blackstone Life Sciences Advisors L.L.C., as the Blackstone representatives thereunder, the lenders from time to time party thereto and Wilmington Trust, National Association, as agent. The Loan Agreement provides for initial term loans in the principal amount of $400.0 million (the “ Term Loans ”), which were funded on the Closing Date. The maturity date of the Term Loans under the Loan Agreeme

Comparable filing

On May 7, 2026, Two Harbors Investment Corp. (“Two Harbors”) entered into a Second Amendment to the Agreement and Plan of Merger (the “Second Amendment”), by and among Two Harbors, CrossCountry Intermediate Holdco, LLC (“CCM”) and CrossCountry Merger Corp., a wholly owned subsidiary of CCM (“Merger Sub”), to amend the terms of the previously disclosed Agreement and Plan of Merger, dated March 27, 2026 (the “Original CCM Merger Agreement”), as amended by the First Amendment to the Agreement and Plan of Merger, dated April 28, 2026 (the “First Amendment”), by and among Two Harbors, CCM and Merger Sub (the Original CCM Merger Agreement, as amended by the First Amendment and the Second Amendment, the “Amended CCM Merger Agreement”).

This filing

prior to the Effective Time (excluding shares held by BioCryst, Astria or their wholly owned subsidiaries or dissenting stockholders) was converted into the right to receive (i) 0.59 of a share of common stock, par value $0.01 per share, of BioCryst (“ BioCryst Common Stock ”), and, if applicable, cash in lieu of fractional shares, and (ii) $8.55 in cash,

Comparable filing

excluded shares pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $5.80 per share of Class A Common Stock, without interest thereon (the “ Class A Per Share Price ”), (ii) each share of the Company’s Class B common stock, par value $0.00001 per share