Astria Therapeutics Says Complaints Filed Against Astria In New York Supreme Court; Complaints Allege Negligence & Negligent Misrepresentation & Concealment Against Astria & Board; Believes That Claims Asserted In Complaints Are Without Merit

As previously disclosed, 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, Merger Sub will merge with and into Astria, with Astria surviving the Merger as a wholly owned subsidiary of BioCryst (the "Merger").

 

In connection with the Merger, BioCryst filed with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 (as amended, the "Registration Statement"). On December 18, 2025, Astria filed a definitive proxy statement (the "Proxy Statement") with the SEC related to the special meeting of stockholders at which Astria's stockholders will vote on proposals relating to the Merger. The Proxy Statement is hereby supplemented as set forth below.

 

On December 17, 2025, a complaint was filed in the Supreme Court of the State of New York, County of New York captioned Peter Grant vs. Astria Therapeutics, Inc., Kenneth Bate, Sunil Agarwal, Joanne T. Beck, Fred Callori, Hugh M. Cole, Michael D. Kishbauch, Gregg Lapointe, Jill C. Milne and Jonathan Violin (the "Grant Action"). On December 18, 2025, a complaint was filed in the Supreme Court of the State of New York, County of New York captioned Michael Kent vs. Astria Therapeutics, Inc., Kenneth Bate, Sunil Agarwal, Joanne T. Beck, Fred Callori, Hugh M. Cole, Michael D. Kishbauch, Gregg Lapointe, Jill C. Milne and Jonathan Violin (the "Kent Action" and, together with the Grant Action, the "Complaints"). Plaintiffs' counsel provided copies of the Complaints to the Company's counsel on December 19, 2025. The Complaints name as defendants Astria and each of the members of Astria's board of directors (the "Board"). The Complaints allege claims of negligence and negligent misrepresentation and concealment against Astria and the Board based upon their alleged dissemination of a false and misleading registration statement. The Complaints seek, among other things, injunctive relief, damages, an award of plaintiffs' fees and expenses and a trial by jury. The Company believes the claims asserted in the Complaints are without merit, and that the alleged misrepresentations and omissions in the Registration Statement are neither material nor actionable, and intends to vigorously defend against the litigation. In the event that any substantially similar complaints are filed, the Company does not intend to further supplement the Proxy Statement.