Astria Therapeutics (ATXS) Proxy Filing summary

Executive summary

• A merger is proposed where Astria will become a wholly owned subsidiary of BioCryst, with Astria shareholders receiving 0.59 shares of BioCryst and $8.55 in cash per Astria share, subject to adjustments and a 19.9% cap on new BioCryst shares issued.

• The Astria board unanimously recommends the merger, citing strategic fit, immediate value, and future participation in the combined company’s growth.

• The merger is expected to close in January 2026, pending shareholder approval and regulatory clearance.

• A special meeting for Astria shareholders is scheduled for January 21, 2026, to vote on the merger and related proposals.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) potential adjournment of the meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding Astria shares; the other proposals require a majority of votes cast at the meeting.

• Voting agreements are in place with directors, officers, and certain shareholders, covering 14% of Astria shares and 100% of Series X Preferred Shares.

Board of directors and corporate governance

• Astria’s board and a transaction committee conducted extensive review and negotiations, considering strategic alternatives and the fairness of the merger.

• Upon closing, Astria’s CEO, Jill C. Milne, will join the BioCryst board.