{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-26-006228","form_type":"8-K","ticker":null,"cik":"0001454789","company_name":"Astria Therapeutics, Inc.","filed_at":"2026-01-23T23:59:59+00:00","discovered_at":"2026-05-14T18:02:35.113539+00:00","generated_at":"2026-05-16T08:22:40.561079+00:00","sec_items":["1.01","2.01","2.03","3.01","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Astria Therapeutics acquired by BioCryst; stockholders receive 0.59 shares + $8.55 cash per share","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-006228","json":"https://secwatch.observer/filing/0001104659-26-006228.json","markdown":"https://secwatch.observer/filing/0001104659-26-006228.md","text":"https://secwatch.observer/filing/0001104659-26-006228.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1454789/000110465926006228/0001104659-26-006228-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1454789/000110465926006228/tm263900d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T08:22:40.561079+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"51f57b0055b5e8cf4196460798e9d0f043b959fe","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1454789/000110465926006228/0001104659-26-006228-index.htm","confidence":0.95},{"claim_id":"537e2a6516473776c69bf1b17189c91434a329cd","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1454789/000110465926006228/0001104659-26-006228-index.htm","confidence":0.95},{"claim_id":"6b76ed59d91d855589dd1f00379f1b316d3ea415","claim":"Astria Therapeutics, Inc. underwent a change of control involving BioCryst Pharmaceuticals, Inc. for each share of Astria common stock converted into 0.59 of a share of BioCryst common stock plus $8.55 cash (closed 2026-01-23).","evidence_excerpt":"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,","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1454789/000110465926006228/0001104659-26-006228-index.htm","confidence":0.98},{"claim_id":"437279e864da0e17b5caa01fe1d5114643895e5f","claim":"Astria Therapeutics, Inc. entered into Loan Agreement with BioCryst Pharmaceuticals, Inc. valued at $400.0 million (effective 2026-01-23).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1454789/000110465926006228/0001104659-26-006228-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001193125-26-251752","ticker":null,"company_name":"Enviri II Corp","filed_at":"2026-06-01T21:18:36+00:00","headline":"New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA","event_type":"m_and_a","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: governance_change, ma_transaction, material_agreement","same SEC item: 1.01, 2.03, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251752","json":"https://secwatch.observer/filing/0001193125-26-251752.json","markdown":"https://secwatch.observer/filing/0001193125-26-251752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1454789/000110465926006228/0001104659-26-006228-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001140361-26-020064","ticker":"CTLP","company_name":"CANTALOUPE, INC.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Cantaloupe completes merger with 365 Retail Markets; shareholders receive $11.20/share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-020064","json":"https://secwatch.observer/filing/0001140361-26-020064.json","markdown":"https://secwatch.observer/filing/0001140361-26-020064.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/ef20072798_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"prior to the Effective Time\n(excluding shares held by BioCryst, Astria or their wholly owned subsidiaries or dissenting stockholders) was converted into the right\nto receive (i) 0.59 of a share of common stock, par value $0.01 per share, of BioCryst (“ BioCryst Common Stock ”), and,\nif applicable, cash in lieu of fractional shares, and (ii) $8.55 in cash,","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1454789/000110465926006228/0001104659-26-006228-index.htm","comparable_excerpt":"Rollover Shares immediately prior to the Effective Time, and were canceled at the Effective Time for no\n 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","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm"}},{"accession":"0001104659-26-057278","ticker":"CTRA","company_name":"Coterra Energy Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Coterra Energy completes merger with Devon; shares converted at 0.70x ratio","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057278","json":"https://secwatch.observer/filing/0001104659-26-057278.json","markdown":"https://secwatch.observer/filing/0001104659-26-057278.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/tm2613882d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"prior to the Effective Time\n(excluding shares held by BioCryst, Astria or their wholly owned subsidiaries or dissenting stockholders) was converted into the right\nto receive (i) 0.59 of a share of common stock, par value $0.01 per share, of BioCryst (“ BioCryst Common Stock ”), and,\nif applicable, cash in lieu of fractional shares, and (ii) $8.55 in cash,","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1454789/000110465926006228/0001104659-26-006228-index.htm","comparable_excerpt":"ith Devon Energy Corporation, a Delaware corporation (“Devon”), and Cubs Merger Sub, Inc., a Delaware corporation and","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-index.htm"}},{"accession":"0001193125-26-251758","ticker":"OCFC","company_name":"OCEANFIRST FINANCIAL CORP","filed_at":"2026-06-01T21:19:28+00:00","headline":"OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus","event_type":"m_and_a","sec_items":["1.01","3.02","2.01","2.03","3.03","5.02","5.03","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 2.03, 3.03, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251758","json":"https://secwatch.observer/filing/0001193125-26-251758.json","markdown":"https://secwatch.observer/filing/0001193125-26-251758.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/d145829d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"prior to the Effective Time\n(excluding shares held by BioCryst, Astria or their wholly owned subsidiaries or dissenting stockholders) was converted into the right\nto receive (i) 0.59 of a share of common stock, par value $0.01 per share, of BioCryst (“ BioCryst Common Stock ”), and,\nif applicable, cash in lieu of fractional shares, and (ii) $8.55 in cash,","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1454789/000110465926006228/0001104659-26-006228-index.htm","comparable_excerpt":"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 ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm"}},{"accession":"0001193125-26-251741","ticker":"NVRI","company_name":"ENVIRI Corp","filed_at":"2026-06-01T21:15:54+00:00","headline":"Enviri completes sale of Clean Earth to Veolia for $3.04B; spins off remaining businesses as New Enviri","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 2.01, 3.01, 3.03, 5.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251741","json":"https://secwatch.observer/filing/0001193125-26-251741.json","markdown":"https://secwatch.observer/filing/0001193125-26-251741.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/d129138d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"prior to the Effective Time\n(excluding shares held by BioCryst, Astria or their wholly owned subsidiaries or dissenting stockholders) was converted into the right\nto receive (i) 0.59 of a share of common stock, par value $0.01 per share, of BioCryst (“ BioCryst Common Stock ”), and,\nif applicable, cash in lieu of fractional shares, and (ii) $8.55 in cash,","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1454789/000110465926006228/0001104659-26-006228-index.htm","comparable_excerpt":"On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm"}},{"accession":"0001193125-26-215652","ticker":"EEX","company_name":"Emerald Holding, Inc.","filed_at":"2026-05-11T23:59:59+00:00","headline":"Apollo Funds acquire Emerald (EEX) for $5.03/sh (42% premium); combine with Questex","event_type":"m_and_a","sec_items":["1.01","5.07","8.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-215652","json":"https://secwatch.observer/filing/0001193125-26-215652.json","markdown":"https://secwatch.observer/filing/0001193125-26-215652.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/0001193125-26-215652-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/d22741d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1454789/000110465926006228/0001104659-26-006228-index.htm","comparable_excerpt":"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 ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/0001193125-26-215652-index.htm"}},{"accession":"0001104659-26-057533","ticker":"TWO","company_name":"TWO HARBORS INVESTMENT CORP.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Two Harbors raises all-cash merger consideration to $12.00/share in amended CrossCountry deal","event_type":"m_and_a","sec_items":["1.01","8.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057533","json":"https://secwatch.observer/filing/0001104659-26-057533.json","markdown":"https://secwatch.observer/filing/0001104659-26-057533.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1465740/000110465926057533/0001104659-26-057533-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1465740/000110465926057533/tm2612985d12_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1454789/000110465926006228/0001104659-26-006228-index.htm","comparable_excerpt":"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”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1465740/000110465926057533/0001104659-26-057533-index.htm"}},{"accession":"0001193125-26-213462","ticker":"EWCZ","company_name":"European Wax Center, Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"European Wax Center completes take-private by General Atlantic at $5.80/share; stock delisted","event_type":"m_and_a","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.02","5.03","5.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.01, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-213462","json":"https://secwatch.observer/filing/0001193125-26-213462.json","markdown":"https://secwatch.observer/filing/0001193125-26-213462.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/d137291d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"prior to the Effective Time\n(excluding shares held by BioCryst, Astria or their wholly owned subsidiaries or dissenting stockholders) was converted into the right\nto receive (i) 0.59 of a share of common stock, par value $0.01 per share, of BioCryst (“ BioCryst Common Stock ”), and,\nif applicable, cash in lieu of fractional shares, and (ii) $8.55 in cash,","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1454789/000110465926006228/0001104659-26-006228-index.htm","comparable_excerpt":"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","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}