UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 9, 2025
BioCryst Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-23186 | 62-1413174 |
| (State or Other Jurisdiction | (Commission | (IRS Employer |
| of Incorporation) | File Number) | Identification No.) |
4505 Emperor Blvd., Suite 200
Durham, North Carolina 27703
(Address of Principal Executive Offices) (Zip Code)
(919) 859-1302
(Registrant’s telephone number, including area code)
________________________________________
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | BCRX | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 9, 2025, Nancy J. Hutson, Ph.D. notified BioCryst Pharmaceuticals, Inc. (the “Company”) of her intention to retire from the Board of Directors of the Company (the “Board”), effective as of the earlier of (i) the closing date of the previously announced proposed acquisition of Astria Therapeutics, Inc. and (ii) the date of the Company’s 2026 annual meeting of stockholders (the earlier of such dates, the “Retirement Date”). Until the Retirement Date, Dr. Hutson is serving as Chair of the Board and the Compensation Committee of the Board, as well as a member of the Corporate Governance and Nominating Committee and the Science Committee of the Board. Dr. Hutson cited no disagreement with the Board or management relating to the Company, its operations, policies, or practices. The Company is grateful to Dr. Hutson for her fourteen years of service and appreciates her many contributions to the Company.
In connection with Dr. Hutson’s notice of retirement, on December 9, 2025, the Board elected Vincent J. Milano as the next Chair of the Board, effective as of the Retirement Date.
SIGNATURE
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.
| Date: December 11, 2025 | BioCryst Pharmaceuticals, Inc. | ||
|
By: |
/s/ Alane Barnes | ||
| Alane Barnes | |||
| Chief Legal Officer | |||