01/23/2026 | Press release | Distributed by Public on 01/23/2026 15:30
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $12.24(1) | 01/23/2026 | D | 16,666(1) | (2) | (2) | Common Stock | 16,666(1) | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $3 | 01/23/2026 | D | 8,333 | (2) | (2) | Common Stock | 8,333 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $11.35 | 01/23/2026 | D | 14,100 | (2) | (2) | Common Stock | 14,100 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $9.18 | 01/23/2026 | D | 14,100 | (2) | (2) | Common Stock | 14,100 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $5.79 | 01/23/2026 | D | 26,550 | (2) | (2) | Common Stock | 26,550 | (2) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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LAPOINTE ANTHONY GREGG C/O ASTRIA THERAPEUTICS, INC. 22 BOSTON WHARF ROAD, 10TH FLOOR BOSTON, MA 02210 |
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| /s/ Ben Harshbarger, as attorney-in-fact for Gregg Lapointe | 01/23/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | These numbers have been adjusted to reflect the 1-for-6 reverse stock split the Issuer effected on August 19, 2021. |
| (2) | Pursuant to an Agreement and Plan of Merger, dated as of October 14, 2025, by and among the Issuer, BioCryst Pharmaceuticals, Inc. ("BioCryst"), and Axel Merger Sub, Inc., a wholly-owned subsidiary of BioCryst, on January 23, 2026, Axel Merger Sub, Inc. merged with and into the Issuer, with the Issuer surviving and becoming a wholly-owned subsidiary of BioCryst (the "Merger"). At the effective time of the Merger (the "Effective Time"), each Issuer stock option for which the applicable exercise price was less than $13.00 (each, an "In-the-Money Option") that was outstanding immediately prior to the Effective Time became fully vested and exercisable and was canceled in exchange for the payment in cash equal to the product of (i) the total number of shares of common stock subject to such canceled In-the-Money Option immediately prior to the Effective Time and (ii) the excess of $13.00 over the exercise price per share subject to each such canceled In-the-Money Option, without interest. |
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Remarks: At the Effective Time, each Issuer stock option for which the applicable exercise price was equal to or greater than $13.00 (each, an "Out-of-the-Money Option") that was outstanding immediately prior to the Effective Time was canceled for no consideration, which cancelation is exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-4(d) and Rule 16b-6(d) thereunder. Accordingly, the Reporting Person's Out-of-the-Money Options that were canceled in the Merger are not reported herein. |
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