Astria Therapeutics Files 8-K

Astria Therapeutics, Inc. 8-K Filing Summary
FieldDetail
CompanyAstria Therapeutics, Inc.
Form Type8-K
Filed DateOct 14, 2025
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$0.001, $0.01, $8.55, $13.00, $32,250,000
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, financial-condition, corporate-update

TL;DR

Astria Therapeutics filed an 8-K on Oct 14, 2025, covering material agreements and financials.

AI Summary

Astria Therapeutics, Inc. filed an 8-K on October 14, 2025, reporting on a material definitive agreement, results of operations, and other events. The filing indicates the company is incorporated in Delaware and its fiscal year ends on December 31st. The company's principal executive offices are located at 22 Boston Wharf Road, 10th Floor, Boston, Massachusetts.

Why It Matters

This 8-K filing provides an update on Astria Therapeutics' material agreements and financial condition, which is crucial for investors to assess the company's current status and future prospects.

Risk Assessment

Risk Level: low — This filing is a routine 8-K reporting on material events and financial condition, not indicating any immediate or significant new risks.

Key Numbers

  • 001-37467 — SEC File Number (Identifies the company's filing with the SEC.)
  • 26-3687168 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

  • Astria Therapeutics, Inc. (company) — Registrant
  • October 14, 2025 (date) — Date of earliest event reported
  • Delaware (jurisdiction) — State of Incorporation
  • 22 Boston Wharf Road, 10th Floor, Boston, Massachusetts (address) — Business Address
  • CATABASIS PHARMACEUTICALS INC (company) — Former Company Name

FAQ

What specific material definitive agreement was entered into by Astria Therapeutics?

The filing does not specify the details of the material definitive agreement, only that it is an item reported under the 8-K.

What are the key results of operations and financial condition being reported?

The filing lists 'Results of Operations and Financial Condition' as an item information category but does not provide specific financial details within this excerpt.

What other events are being reported in this 8-K?

The filing indicates 'Other Events' are reported, but the specific nature of these events is not detailed in the provided text.

When was Astria Therapeutics, Inc. previously known as?

The company was formerly known as CATABASIS PHARMACEUTICALS INC, with a date of name change on January 27, 2009.

What is the primary business of Astria Therapeutics, Inc. according to its SIC code?

Astria Therapeutics, Inc. is classified under Pharmaceutical Preparations with SIC code 2834.

Filing Stats: 4,571 words · 18 min read · ~15 pages · Grade level 18.7 · Accepted 2025-10-14 07:12:43

Key Financial Figures

  • $0.001 — ch registered Common Stock, par value $0.001 per share ATXS The Nasdaq Stock Mar
  • $0.01 — ) of a share of common stock, par value $0.01 per share, of BioCryst (" BioCryst Comm
  • $8.55 — in lieu of fractional shares, and (ii) $8.55 in cash, without interest (the " Per Sh
  • $13.00 — has an exercise price that is less than $13.00 per share of Astria Common Stock underl
  • $32,250,000 — ryst a termination fee in the amount of $32,250,000. Additional Information The foregoin
  • $550,000,000 — hich Blackstone has agreed to provide a $550,000,000 senior secured credit facility consisti
  • $350,000,000 — term loan in an aggregate principal of $350,000,000 (the " Initial Term Loan "), (ii) a com
  • $50,000,000 — ggregate principal amount not exceeding $50,000,000 (the loans thereunder, the " Committed
  • $150,000,000 — ggregate principal amount not exceeding $150,000,000. The Initial Term Loan and any Committe
  • $227.7 million — ed basis, the Company had approximately $227.7 million of cash, cash equivalents and short-ter

Filing Documents

01

Item 1.01. Entry into a Material Definitive Agreement. Agreement and Plan of Merger On October 14, 2025, Astria Therapeutics, Inc., a Delaware corporation (" Astria "), BioCryst Pharmaceuticals, Inc., a Delaware corporation (" BioCryst "), and Axel Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of BioCryst (" Merger Sub "), entered into an Agreement and Plan of Merger (the " Merger Agreement "). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, at the Effective Time (as defined below), Merger Sub will merge with and into Astria, with Astria surviving the Merger as a wholly owned subsidiary of BioCryst (the " Merger "). Merger Consideration of the Merger Agreement, at the effective time of the Merger (the " Effective Time "), each share of common stock, par value $0.001 per share, of Astria (" Astria Common Stock ") issued and outstanding immediately prior to the Effective Time (subject to certain exceptions, including shares of Astria Common Stock owned by stockholders of Astria who have not voted in favor of the adoption of the Merger Agreement and have properly exercised appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware) will be converted into the right to receive (i) 0.59 (the " Exchange Ratio ") 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, without interest (the " Per Share Cash Amount "), subject to adjustment as described below and subject to applicable withholding taxes (the consideration described in the foregoing clauses (i) and (ii), collectively, the " Merger Consideration "). Pursuant to the Merger Agreement, at the Effective Time, each share of Series X Convertible Preferred Stock, par value $0.001 per share, of Astria (the " Series X Preferred

01

Item 8.01. Other Events. On October 14, 2025, Astria and BioCryst issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached as Exhibit 99.2 hereto and is incorporated herein by reference. On October 14, 2025, Astria released a presentation to investors about the Merger. A copy of the investor presentation is attached as Exhibit 99.3 hereto and is incorporated herein by reference. Cautionary Statement Regarding Forward-Looking communication which are not historical in nature or do not relate to current facts are intended to be, and are hereby identified as, forward-looking Forward-looking statements are based on, among other things, BioCryst management's and Astria management's beliefs, assumptions, current expectations, estimates and projections about the economy and BioCryst and Astria and the industry in which they operate. Words and phrases such as "may," "approximately," "continue," "should," "expects," "projects," "anticipates," "is likely," "look ahead," "look forward," "believes," "will," "intends," "estimates," "strategy," "plan," "could," "potential," "possible" and variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements include statements regarding, among other things, the expected benefits of the Merger and BioCryst's ability to recognize the benefits of the Merger, the anticipated timing of the closing of the Merger, the anticipated financial impact of the Merger, BioCryst's or the combined company's performance following the Merger, including future financial and operating results, anticipated approval and commercialization of navenibart, pharmaceutical research and development, such as drug discovery, preclinical and clinical development activiti

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Exhibit 2.1 Agreement and Plan of Merger by and among BioCryst Pharmaceuticals, Inc., Axel Merger Sub, Inc. and Astria Therapeutics, Inc., dated October 14, 2025* 99.1 Form of Voting and Support Agreement 99.2 Joint Press Release dated October 14, 2025 99.3 Astria Investor Presentation dated October 14, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ASTRIA THERAPEUTICS, INC. Date: October 14, 2025 By: /s/ Ben Harshbarger Ben Harshbarger Chief Legal Officer

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