8-K
filed January 23, 2026, 6:59 PM ET
CIK 0001454789
M&A
confidence high
sentiment neutral
materiality 1.00
Astria Therapeutics acquired by BioCryst; stockholders receive 0.59 shares + $8.55 cash per share
Astria Therapeutics, Inc.
- Merger closed: each Astria share converted into 0.59 BioCryst share plus $8.55 cash.
- BioCryst financed cash portion with ~$396.6M net term loans and issued ~37.3M shares.
- Astria common stock delisted from Nasdaq; trading suspended Jan 23, 2026.
- All former directors and executive officers resigned; new directors appointed including Babar Ghias as President.
- Loan Agreement provides $400M term loans, maturing Jan 23, 2031, with customary covenants.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Astria Therapeutics, Inc.: At the Effective Time of the merger, Astria's certificate of incorporation was amended and restated in its entirety (effective 2026-01-23).
- Change
- charter amendment
- Effective
- 2026-01-23
Exact text from the 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
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Astria Therapeutics, Inc.: At the Effective Time of the merger, the bylaws of the Merger Sub became the bylaws of Astria, replacing its prior bylaws (effective 2026-01-23).
- Change
- bylaw amendment
- Effective
- 2026-01-23
Exact text from the filing
and the bylaws of the Merger Sub became the bylaws of Astria in the form filed as Exhibit 3.2 to this Current Report on Form 8-K
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Astria Therapeutics, Inc. entered into Loan Agreement with BioCryst Pharmaceuticals, Inc. valued at $400.0 million (effective 2026-01-23).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- BioCryst Pharmaceuticals, Inc.
- Value
- $400.0 million
- Effective
- 2026-01-23
Exact text from the 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
View on SEC.gov
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