---
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"
generated_at: "2026-05-16T08:22:40.561079+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001104659-26-006228
- form_type: 8-K
- cik: 0001454789
- company_name: Astria Therapeutics, Inc.
- filed_at: 2026-01-23T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-26-006228
- JSON: https://secwatch.observer/filing/0001104659-26-006228.json
- Plain text: https://secwatch.observer/filing/0001104659-26-006228.txt

## 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_url: https://www.sec.gov/Archives/edgar/data/1454789/000110465926006228/0001104659-26-006228-index.htm
- 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_url: https://www.sec.gov/Archives/edgar/data/1454789/000110465926006228/0001104659-26-006228-index.htm
- 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_url: https://www.sec.gov/Archives/edgar/data/1454789/000110465926006228/0001104659-26-006228-index.htm
- 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_url: https://www.sec.gov/Archives/edgar/data/1454789/000110465926006228/0001104659-26-006228-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.