Astria Therapeutics Inc

Item 1A. Risk Factors

The risk factors under Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are hereby supplemented with the following additional risk factors:

Our license agreement with Kaken Pharmaceutical Co., Ltd., and any future collaborations, may not lead to the successful development or regulatory approval of product candidates or commercialization of products. Collaborators may have competing priorities, conflicting incentives, or different views than us on key decisions, including appropriate program spending, that may hamper or delay our development and commercialization efforts or increase our costs. We may not realize the benefits of our collaborations or our business may be adversely affected if any of our collaborators fails to perform its obligations or terminates our collaboration.

Our drug development programs and the potential commercialization of our product candidates will require substantial additional cash to fund expenses. We have collaborated and may in the future decide to collaborate with pharmaceutical and biotechnology companies for the development and potential commercialization of our product candidates in some or all markets. For example, we have entered into a license agreement with Kaken Pharmaceutical, Co., Ltd., or Kaken, pursuant to which we granted Kaken an exclusive license to develop, package, and commercialize navenibart for the prevention HAE attacks in humans in Japan. Pursuant to the terms of the License Agreement, Kaken will provide support for our ALPHA-ORBIT Phase 3 trial in Japan, be responsible for regulatory submissions in Japan, and reimburse the Company for a portion of the costs of the navenibart Phase 3 program. Kaken is obligated to use commercially reasonable efforts to obtain regulatory approval and reimbursement approval for, and commercialize, at least one licensed product in the license field in Japan.

Our existing license agreement with Kaken and future collaborations, if any, may not lead to the successful development and commercialization of any products. Our collaborators face both the same challenges and hurdles that we would face in the development and commercialization of product candidates if we were engaged in the activities solely ourselves, as well as additional challenges related to operating under a collaboration. Collaboration agreements may not lead to development or commercialization of product candidates in the most efficient manner or at all.

If we enter into collaborations for the development and commercialization of a product candidate, we will have limited control over the amount and timing of resources that our collaborators will dedicate to the development or commercialization of such product candidates. Our ability to generate revenues from these arrangements will depend on any collaborators abilities to successfully perform the functions assigned to them in these arrangements. For example, if navenibart is approved in Japan, and Kaken fails to perform its obligations under or terminates the license agreement, we may seek a different collaboration arrangement with a new commercialization partner, which could cause a disruption in market penetration, if achieved at all, result in us incurring increased expenses and negatively impact our ability to market and sell our product in a target market. The efforts under our license agreement with Kaken may not be successful and we may never receive any milestone payments or royalty payments from Kaken. In addition, any future collaborators may have the right to abandon research or development projects and terminate applicable agreements, including funding obligations, prior to or upon the expiration of the agreed upon terms. Collaborations involving product candidates pose a number of risks, including the following:

collaborators have significant discretion in determining the efforts and resources that they will apply to these collaborations;

collaborators may not perform their obligations as expected;

collaborators may not pursue development and commercialization of a product candidate or may elect not to continue or renew development or commercialization programs, based on clinical trial results, changes in the market or competitive landscape, changes in the collaborators strategic focus or available funding or external factors, such as an acquisition, that divert resources or create competing priorities;

collaborators may delay clinical trials, provide insufficient funding for a clinical trial program, stop a clinical trial or abandon a product candidate, repeat or conduct new clinical trials or require a new formulation of a product candidate for clinical testing;

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a collaborator with marketing and distribution rights to one or more products may not commit sufficient resources to the marketing and distribution of such product or products;

disagreements with collaborators, including disagreements over proprietary rights, contract interpretation or the preferred course of development, might cause delays or termination of the research, development or commercialization of product candidates, might lead to additional responsibilities for us with respect to product candidates, or might result in litigation or arbitration, any of which would be time-consuming and expensive;

collaborators may not properly maintain or defend our intellectual property rights or may use our proprietary information in such a way as to invite litigation that could jeopardize or invalidate our intellectual property or proprietary information or expose us to potential litigation;

collaborators may infringe the intellectual property rights of third parties, which may expose us to litigation and potential liability; and

collaborations may be terminated and, if terminated, may result in negative publicity for our product candidate and the need for additional capital to pursue further development or commercialization of the applicable product candidates.

If Kaken or any future collaborator of ours is involved in a business combination or a sale or other transaction involving our collaboration, it or the party with which it entered into a business combination, sale or other transaction could decide to delay, diminish or terminate the development or commercialization of any product candidate licensed to it by us.

In addition, under most collaborations, including our existing license with Kaken, a certain degree of control in decision-making is transferred to or shared with our collaborators, including with respect to pricing and reimbursement decisions. Our collaborators may use their decision-making authority to make decisions that could delay, decrease the potential of, or otherwise adversely impact, development and commercialization of our product candidates, including pricing and reimbursement decisions that may impact the pricing and reimbursement levels of such product candidates in other markets. Similarly, where we share decision-making authority, the need to gain alignment on decisions may slow or impede advancement of our programs and cause us not to be able to meet our timelines or achieve our goals. Our collaborators may independently develop, or develop with a competitor, competitive products or may believe that product candidates being evaluated in the collaboration could be competitive with the collaborators own products. In addition, if we depend on collaborators for capabilities and funding for major product development efforts globally or in key territories then our business may be adversely affected if our collaborator fails to perform its obligations under the agreement or the collaboration terminates.

We may seek to establish additional collaborations and, if we are not able to establish them on commercially reasonable terms, we may have to alter our development and commercialization plans.

The development and commercialization of product candidates require substantial cash to fund expenses. In addition to our license with Kaken, we may seek one or more additional collaborators for the development and commercialization of navenibart, STAR-0310 or any other future product candidates. Likely collaborators may include large and mid-size pharmaceutical companies, regional and national pharmaceutical companies and biotechnology companies.

Collaborations are complex and time-consuming to negotiate and document. Further, there have been a significant number of business combinations among large pharmaceutical companies that have resulted in a reduced number of potential future collaborators. In addition, any collaboration agreements that we enter into in the future may contain restrictions on our ability to enter into potential collaborations or to otherwise develop specified compounds or biologics.

We face significant competition in seeking appropriate collaborators and strategic partners. Whether we reach a definitive agreement for a collaboration or strategic partnership will depend, among other things, upon our assessment of the other partys resources and expertise, the terms and conditions of the proposed transaction and the proposed partys evaluation of a number of factors. Those factors may include the potential differentiation of ours or a partners product candidate from competing product candidates, design or results of clinical trials, the likelihood of approval by the FDA or comparable foreign regulatory authorities and the regulatory pathway for any such approval, the potential market for the product candidate, the costs and complexities of manufacturing and delivering the product to patients and the potential of competing products. The collaborator or strategic partner may also be considering alternative transaction types and structures that may be more attractive than the one with us.

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We may not be able to negotiate collaborations on a timely basis, on acceptable terms, or at all. If we are unable to do so, we may have to curtail the development of the product candidate for which we are seeking to collaborate, reduce or delay its development program or one or more of our other development programs, delay its potential commercialization or reduce the scope of any sales or marketing activities, or increase our expenditures and undertake development or commercialization activities at our own expense. If we elect to increase our expenditures to fund development or commercialization activities on our own, we may need to obtain additional capital, which may not be available to us on acceptable terms or at all. If we do not have sufficient funds, we may not be able to further develop the product candidate or bring it to market and generate product revenue.

Changes in U.S. trade policy could have a material adverse impact on our business, financial condition and results of operations.

PAs a resident Trumps administration has imposed a series ofult of numerous changes in tariffs on U.S. and trading partners. On April 2, 2025, an executive order issuee restrictions that have been announced and/or implemented by the Trump administration annousinced a baseline reciprocal tariff of 10% on all U.S. trading partners effe taking office, and other countries in response to Trump administration active April 5, 2025ons, and higher individualized reciprocal tariffs on 57 countries (with certain product exemptions for pharmaceutical-relatedthe underlying uncertainty currently surrounding international trade, we could experience a negative imports, among others). The administration has also imposed a 25% tariff on products of Canadaact on our costs of materials or supply chain disruptions and Mexico thatdelays. If we are not covered by the United States-Mexico-Canada Agreement, or USMCA, in addition to an additional 20% tariff on unable to obtain necessary raw materials or products of China. In res componse, several countries threatened retaliatory measures including Canadaents in sufficient quantity and China who then imposed retaliatory tariffs. Prior to whein a timely manner due to disruptions in the country-specific reciprocal tariffs were schedulglobal supply chain caused to take effectby macroeconomic events and conditions, the U.S. delayed the effective date of such tariffs for all countries except China. The 10% baseline reciprocal tariff on all countriesdevelopment, testing and clinical trials of our product candidates may be delayed or remainsndered in effect, in addition to the tariffs on China (which, at one point, increased to a minimum of 145%, but were 20% as of August 1, 2025) and Canada and Mexico (feasible, and regulatory approval or commercial launch of any resulting product may be delayed, which were 25% as of August 1, 2025 for goods that are could significantly harm our business.

We cannot coveyet pred byict the USMCA).

Separately, on April 16, 2025, thelong term effect of recently imposed U.S. Department of Commercetariffs, or the Commerce Department, announced an investigation under Section 232 of the Trade Expansion Act of 1962 into importof possible future U.S. tariffs, including, but not limited to, tariffs ofn pharmaceuticals and , pharmaceutical ingredients, including finished drug products, medical countermeasures, critical inputs such as active pharmaceutical ingredients, and key starting materials, and derivative products of those items. The investigation will examine the impact of these imports on U.S. national security culminating in a decision by the President whether to take action to remedy any identified threats, including by imposing additional tariffs. The statute provides that the Commerce Department re, on import must be completed within 270 days of initiation and that the President must decide whether to act within 90 days of receiving the report.

We are assessing the impact of the tariffs on our business and will continue to monitor these developments closely. We cannot yet predict the long-term effect of the recently imposed U.S. tariffs on our businesss, or the extent to which other countries will impose quotas, duties, tariffs, taxes or other similar restrictions that wouldupon impact our businesorts or exports in the future, nor can we predict future trade policy or the terms of any renegotiated trade agreements and their impact on our business, or the results of the Section 232 investigation undertaken by the Commerce Department.

. However, as a clinical stage development company that uses third-party contract manufacturers located outside the U.S., including in China, we do anticipate that the proposed tariffs will result in a marginal increase to our clinical manufacturing costs. The imposition of new tariffs or increases in existing tariffs on goods imported from countries where we or our suppliers operate could result in increased costs for raw materials, components, or finished goods. Additionally, retaliatory tariffs imposed by other countries on U.S. exports could adversely impact our business. Supply chain disruptions and delays as a result of any new tariff policies or trade restrictions, including the inability of our third-party contractors to obtain necessary raw materials for the manufacturing of drug substance or drug product for our product candidates, could also negatively impact our cost of materials and production processes, and potentially delay the development, testing, clinical trials and commercialization of our product candidates. Political tensions as a result of trade policies could reduce trade volume, investment, technological exchange, and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial markets, which could in turn have a material adverse impact on our business, financial condition or results of operations. The extent and duration of increased tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as negotiations between the U.S. and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our products in affected markets. If we are unable to mitigate these risks, our financial performance and growth prospects could be negatively affected.

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Disruptions at the U.S. Food and Drug Administration, or FDA, and other government agencies from funding cuts, personnel losses, regulatory reform, government shutdowns and other developments could negatively impact our business.

The FDA plays an important role in the development of our product candidates by providing guidance on our clinical development programs and reviewing our regulatory submissions, including Investigational New Drug Applications, requests for special designations and marketing applications. If these oversight and review activities are disrupted, then correspondingly our ability to develop and secure timely approval of our product candidates could be impacted in a negative manner.

The recent loss of FDA leadership and personnel, and the planned reorganization of the FDA, could lead to disruptions and delays in FDA guidance, and the review and approval of our product candidates. Pursuant to an executive order issued by President Trump, the Secretary of the Department of Health and Human Services, or HHS, which includes the FDA, announced on March 27, 2025, a reorganization and Reduction in Force, or RIF, across HHS and thousands of employees at the FDA were fired in April 2025. Additional budget cuts are anticipated across HHS and FDA for the 2026 federal fiscal year. For example, earlier this year, we were informed by the FDA that they would be delayed in providing guidance (that we subsequently received) to us on certain navenibart Phase 3 trial documentation as a result of limited resources and the FDA teams extensive workloads. There can be no assurance that additional disruptions or delays would not adversely impact our development timelines.

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Further, while the FDAs review of marketing applications and other activities for new drugs and biologics is largely funded through the user fee program established under the Prescription Drug User Fee Act, or PDUFA, it remains unclear how the administrations RIF and budget cuts will impact this program and the ability of the FDA to provide guidance and review our product candidates in a timely manner. For example, while the FDA RIF did not specifically target FDA reviewers, many operations, administrative and policy staff that help support such reviews were affected and those losses could lead to delays in PDUFA reviews and related activities. In addition, while currently unclear, there is a risk that the RIF and budget cutbacks could threaten the integrity of the PDUFA program itself. That is because, for the FDA to obligate user fees collected under PDUFA in the first place, a certain amount of non-user fee appropriations must be spent on the process for the review of applications plus certain other costs during the same fiscal year.

There is substantial uncertainty as to how regulatory reform measures being implemented by the Trump administration across the government will impact the FDA. For example, since taking office, President Trump has issued a number of executive orders that could have a significant impact on the manner in which the FDA conducts its operations and engages in regulatory and oversight activities. These include E.O. 14192, Unleashing Prosperity Through Deregulation, January 31, 2025; E.O. 14212, Establishing the Presidents Make America Healthy Again Commission, February 13, 2025; and E.O. 14219, Ensuring Lawful Governance and Implementing the Presidents Department of Government Efficiency Deregulatory Initiative, February 21, 2025. In addition, as described below, U.S. government shutdowns have previously impacted the FDAs activities. Accordingly, if any of the foregoing developments or other developments impact the ability of the FDA to provide us with guidance regarding our clinical development programs or delay the agencys review and processing of our regulatory submissions, our business would be negatively impacted.

There is also substantial uncertainty as to how regulatory reform measures being implemented by the administration, and other political developments, such as government shutdowns or work stoppages, would impact other U.S. regulatory agencies, such as the U.S. Securities and Exchange Commission, or SEC, U.S. Patent and Trademark Office, and the Centers for Medicare Medicaid Services, on which our operations rely. For example, over the last several years, the U.S. government has shut down several times an, including as recently as October 1, 2025, and certain regulatory agencies have had to furlough critical employees and stop critical activities. If a prolonged government shutdown occurs that impacts any of the regulatory agencies upon which our business relies, it could significantly impact our business and, with respect to the SEC, our ability to access the public markets and obtain necessary capital in order to properly capitalize and continue our operations.

Risks Related to Pending Transaction with BioCryst

We may not complete the pending transaction with BioCryst Pharmaceuticals, Inc. within the timeframe we anticipate or at all, which could have an adverse effect on our business, financial results and/or operations.

On October 14, 2025, we announced our entry into an Agreement and Plan of Merger, or the Merger Agreement, with BioCryst Pharmaceuticals, Inc., or BioCryst, and BioCrysts wholly owned subsidiary Axel Merger Sub., Inc., or Merger Sub.

The Merger Agreement provides that, among other things, Merger Sub will be merged with and into us, or the Merger, and we will continue as the surviving corporation and a wholly owned subsidiary of BioCryst, subject to the satisfaction or waiver of the conditions specified therein, including obtaining approval by our stockholders to consummate the Merger.

If the Merger is not completed within the expected timeframe or at all, we may be subject to a number of material risks in addition to the risks of continuing to operate our business. The price of our common stock may decline to the extent that current market prices of our common stock reflect a market assumption that the Merger will be completed on a timely basis. We could be required to pay BioCryst a termination fee in the amount of $32,250,000 if the Merger Agreement is terminated under specific circumstances described in the Merger Agreement including, but not limited to, our entry into an agreement with respect to an alternative acquisition agreement or navenibart licensing arrangement or a change in the recommendation of our board of directors with respect to the Merger. The failure to complete the transaction also may result in negative publicity and negatively affect our relationship with our stockholders, employees, strategic partners and suppliers. We may also be required to devote significant time and resources to litigation related to any failure to complete the Merger or related to any enforcement proceeding commenced against us to perform our obligations under the Merger Agreement.

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The Companys ability to complete the Merger is subject to certain closing conditions and the receipt of consents and approvals from the Companys stockholders and government entities that may impose conditions that could adversely affect us or cause the Merger to be abandoned.

Completion of the Merger is subject to certain closing conditions, including, among other things, the adoption of the Merger Agreement by the holders of not less than a majority of the outstanding shares of our common stock and the expiration or early termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the HSR Act, and the absence of governmental injunctions or other legal restraints prohibiting the Merger. If we are unable to obtain the requisite stockholder approval or the government imposes any injunctions or restraints on the Merger, we will not be able to close the Merger. Further, the granting of regulatory approvals pursuant to the HSR Act could involve the imposition of additional conditions on the closing of the Merger. The imposition of such conditions or the failure or delay to obtain regulatory approvals could have the effect of delaying completion of the Merger or of imposing additional costs or limitations on us or may result in the failure to close the Merger.

Additionally, the U.S. federal government has been shut down since October 1, 2025. During the shutdown, government agencies have operated on a reduced basis with many non-essential functions suspended. If this shutdown continues, it may significantly impact the ability of the government to timely review our filings or provide consents or approvals in connection with the Merger.

In addition, the obligation of BioCryst to consummate the Merger is conditioned upon, among other things, the accuracy of our representations and warranties (subject to certain materiality exceptions), and our compliance in all material respects with our obligations under the Merger Agreement. We cannot provide any assurance that the conditions to the consummation of the Merger will be satisfied or waived, or will not result in the abandonment or delay of the Merger.

The pendency of the transaction with BioCryst could adversely affect our business, financial results and/or operations.

Our efforts to complete the transaction with BioCryst could cause substantial disruptions in, and create uncertainty surrounding, our business, which may materially adversely affect our business, financial results and/or operations. Uncertainty as to whether the Merger will be completed may affect our ability to recruit prospective employees or to retain and motivate existing employees. Employee retention may be particularly challenging while the transaction is pending because employees may experience uncertainty about their roles following consummation of the Merger. A substantial amount of our managements and employees attention is being directed toward the completion of the transaction and thus is being diverted from our day-to-day operations. Uncertainty as to our future could adversely affect our business and our relationship with strategic partners and suppliers. Changes to or termination of existing business relationships could adversely affect our results of operations and financial condition, as well as the market price of our common stock. The adverse effects of the pendency of the transaction could be exacerbated by any delays in completion of the transaction or termination of the Merger Agreement.

Because the exchange ratio is fixed and the market price of BioCrysts common stock will fluctuate, the value of the Merger Consideration to be received by our stockholders may change.

If the Merger is completed, each share of our common stock (excluding shares held by us, BioCryst or our or BioCrysts affiliates or dissenting stockholders, together, the Excluded Shares), that is issued and outstanding immediately prior to the effective time of the Merger, will be converted into the right to receive (i) 0.59 of a share of BioCrysts common stock and, if applicable, cash in lieu of fractional shares, subject to applicable withholding and (ii) $8.55 in cash, without interest. Because the exchange ratio is fixed, the market value of the merger consideration will fluctuate with the market price of BioCrysts common stock. Any change in the market price of BioCrysts common stock will change the value of the shares of BioCrysts common stock that our stockholders will receive.

Because the stock portion of the merger consideration is determined by a fixed exchange ratio, at the time of our special meeting with respect to the Merger, our stockholders will not know or be able to calculate the value of the shares of BioCrysts common stock they will receive upon completion of the Merger. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in the companies respective businesses, operations and prospects, changes in estimates or recommendations by securities analysts or ratings agencies, and regulatory considerations, among other things. Many of these factors are beyond our and BioCrysts control. Our stockholders should obtain current market quotations for shares of BioCrysts common stock and our common stock before voting their shares at the special meeting.

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Upon completion of the Merger, our stockholders will become holders of BioCrysts common stock. The market price of BioCrysts common stock will continue to fluctuate, potentially significantly, following completion of the Merger, including for the reasons described above. As a result, former Astria stockholders could lose some or all of the value of their investment in BioCrysts common stock. In addition, any significant price or volume fluctuations in the stock market generally could have a material adverse effect on the market for, or liquidity of, the BioCrysts common stock received in the Merger, regardless of BioCrysts actual operating performance.

There are limitations on the maximum aggregate number of shares of BioCrysts common stock that may be issued to our stockholders as merger consideration, as a result of which the aggregate value of the merger consideration received by our stockholders in the Merger may be subject to change.

The Merger Agreement provides that, in connection with the consummation of the Merger, the aggregate number of shares of BioCrysts common stock to be issued by BioCryst (including pursuant to our Series X preferred stock, our pre-funded warrants and certain of our common warrants, and without giving effect to any demands for appraisal of shares of our common stock) will not exceed 19.9% of the issued and outstanding shares of BioCrysts common stock immediately prior to the effective time of the Merger. If such limit were to be exceeded, the exchange ratio would be reduced, with a corresponding increase in the cash portion of the merger consideration, assuming that the BioCrysts common stock was valued at $7.54 per share.

Because the exchange ratio may be reduced to ensure this limitation is satisfied, our stockholders cannot be sure of the exact number of shares of BioCrysts common stock they will receive as merger consideration. Further, because such reduction in the exchange ratio will be compensated with an increase in the cash portion of the merger consideration that assumes a value of $7.54 per share of BioCrysts common stock, our stockholders may receive, in exchange for such reduction in the exchange ratio, merger consideration with a value lower than they would otherwise receive, if BioCrysts common stock is valued at more than $7.54 per share at the effective time of the Merger or thereafter.

Stockholder litigation could prevent or delay the completion of the Merger or otherwise negatively impact our business, financial condition and results of operations.

Stockholders of the Company and/or BioCryst may file lawsuits against the Company, BioCryst and/or the directors and officers of either company in connection with the Merger. One of the conditions to the closing is that no law, injunction, order or decree (whether temporary, preliminary or permanent) issued by any governmental authority of competent jurisdiction would restrain, enjoin, make illegal or otherwise prohibit the consummation of the Merger or the other transactions contemplated by the Merger Agreement. If any plaintiff was successful in obtaining an injunction prohibiting us or BioCryst from completing the Merger or any of the other transactions contemplated by the Merger Agreement, then such injunction may delay or prevent the effectiveness of the Merger and could result in significant costs to either party, including any cost associated with the indemnification of its directors and officers. We may incur costs relating to the defense or settlement of any stockholder lawsuits filed in connection with the Merger. Stockholder lawsuits may divert management attention from management of our business or operations. Such litigation could have an adverse effect on our business, financial condition and results of operations and could prevent or delay the completion of the Merger.

In certain instances, the Merger Agreement requires us to pay a termination fee to BioCryst, which could require us to use available cash that would have otherwise been available for general corporate purposes.

Under the terms of the Merger Agreement, we may be required to pay BioCryst a termination fee of $32,250,000 if the Merger Agreement is terminated under specific circumstances described in the Merger Agreement, including, but not limited to, our entry into an agreement with respect to an alternative acquisition agreement or navenibart licensing arrangement or a change in the recommendation of our board of directors with respect to the Merger. If the Merger Agreement is terminated under such circumstances, the termination fee we may be required to pay under the Merger Agreement may require us to use available cash that would have otherwise been available for general corporate purposes and other uses. Further, a failed transaction may result in negative publicity and a negative impression of us in the investment community. There can be no assurance that our business relationships or financial condition will not be materially adversely affected, as compared to our condition prior to the announcement of the transaction, if the transaction is not consummated. For these and other reasons, termination of the Merger Agreement could materially and adversely affect our business operations and financial condition, which in turn would materially and adversely affect the price of our common stock.

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We have incurred, and will continue to incur, direct and indirect costs as a result of the pending transaction with BioCryst.

We have incurred, and will continue to incur, significant costs and expenses, including fees for professional services and other transaction costs, in connection with the pending transaction with BioCryst. We must pay substantially all of these costs and expenses whether or not the transaction is completed. There are a number of factors beyond our control that could affect the total amount or the timing of these costs and expenses.

The Merger Agreement contains provisions that may discourage other companies from pursuing, announcing or submitting a business combination proposal to us that might result in greater value to our stockholders.

The Merger Agreement contains provisions that may discourage a third party from pursuing, announcing or submitting a business combination proposal to us that might result in greater value to our stockholders than the Merger. These provisions include a general prohibition on the Company from soliciting, or, subject to certain exceptions, entering into discussions with any third party regarding any acquisition proposal or offers for competing transactions (including any licensing of navenibart). Furthermore, if the Merger Agreement is terminated, under certain circumstances, we may be required to pay BioCryst a termination fee equal to $32,250,000. We also have an obligation to submit the Merger Agreement to a vote of our stockholders, even if we receive an unsolicited acquisition proposal that our board of directors believes is superior to the Merger, unless the Merger Agreement is terminated by us under certain conditions.

If completed, the transaction between us and BioCryst may not achieve its intended results.

We and BioCryst entered into the Merger Agreement with the expectation that the transaction will result in various benefits. Achieving the anticipated benefits of the transaction is subject to a number of uncertainties, including whether the businesses of BioCryst and the Company can be integrated in an efficient and effective manner. Failure to achieve these anticipated benefits could result in increased costs and could adversely affect the combined companys future business, financial condition, operating results and cash flows.

After the completion of the transaction, our stockholders will have a significantly lower ownership and voting interest in BioCryst than they currently have in the Company and will exercise less influence over management.

Based on the number of shares of our common stock outstanding as of October 14, 2025, the shares of BioCrysts common stock that each of our former stockholders (other than holders of the Excluded Shares) will receive as merger consideration will represent a percentage ownership of BioCryst that is smaller than such stockholders percentage ownership of the Company before the completion of the Merger. As a result of this reduced ownership percentage, our former stockholders will have less influence over the management and policies of BioCryst than they currently have over our management and policies.

The market price of BioCrysts common stock after the completion of the Merger may be affected by factors different from those currently affecting the market price of our common stock.

Upon completion of the Merger, our stockholders will no longer be stockholders of the Company but will instead become holders of BioCrysts common stock. The business of BioCryst differs from that of the Company in certain respects, and, accordingly, the results of operations of BioCryst after the transaction, as well as the market price of BioCrysts common stock, may be affected by factors different from those currently affecting the results of operations of the Company.