Astria Therapeutics Grants Stock Options to New Employees Under Nasdaq Listing Rule 5635(c)(4)
Astria Therapeutics, Inc. (Nasdaq: ATXS), a clinical-stage biopharmaceutical company dedicated to developing innovative therapies for allergic and immunologic diseases, has announced the granting of stock options to three new employees as part of its ongoing commitment to attracting top-tier talent in the biotechnology and pharmaceutical sectors. These inducement equity awards were granted outside of Astria’s existing equity incentive plans but under a standalone plan specifically structured for this purpose — the 2022 Inducement Stock Incentive Plan.
The equity grants, totaling stock options to purchase up to 33,650 shares of Astria common stock, were approved and issued on May 1, 2025. The issuance of these options was made in alignment with Nasdaq Listing Rule 5635(c)(4), which provides a framework for publicly listed companies to offer equity-based incentives to new employees as a material inducement for joining the company, without the requirement of shareholder approval.
Purpose of the Inducement Awards
Astria Therapeutics, like many growth-oriented biotechnology companies, relies heavily on attracting and retaining highly skilled professionals who bring scientific, clinical, and operational expertise essential for advancing complex drug development programs. Recognizing the competitive landscape of the life sciences industry, Astria maintains the 2022 Inducement Stock Incentive Plan, which is distinct from the company’s main equity plans reserved for existing employees, directors, and consultants.
The plan serves a critical strategic function: it enables Astria to offer equity compensation specifically to individuals who were not previously employed by the company at the time of hiring. This mechanism is designed to bolster the company’s ability to attract high-caliber talent by offering a direct financial stake in Astria’s long-term success, reinforcing alignment between employee contributions and shareholder interests.
Details of the Grants
The stock options granted on May 1, 2025, provide the recipients with the right to purchase Astria’s common stock at a price of $5.16 per share, which corresponds to the closing price on the grant date. This approach ensures transparency and fairness, as the exercise price reflects the market value of the stock on the day the grants were made.
Each grant will vest over a four-year period, structured as follows:
- 25% of the shares will vest on the first anniversary of the employee’s start date.
- The remaining 75% of the shares will vest in equal monthly installments over the subsequent 36 months.
This type of time-based vesting schedule is commonly used in the biotechnology sector, as it encourages long-term commitment and rewards employees for sustained contributions to the company’s progress. However, it also provides flexibility by allowing partial vesting throughout the employment period, ensuring that employees benefit incrementally from their equity awards over time.
Importantly, vesting remains contingent upon continued employment with Astria Therapeutics. If an employee’s service with the company terminates before certain vesting milestones are reached, the unvested portion of the option grant will be forfeited in accordance with the terms of the plan and the associated award agreement.
Legal and Regulatory Framework: Nasdaq Rule 5635(c)(4)
Nasdaq Listing Rule 5635(c)(4) permits listed companies to issue equity grants without shareholder approval if such awards are “a material inducement to the individual being hired”. To comply with this rule, companies must publicly disclose the material terms of the inducement grant in a press release, which Astria has done.
This exception recognizes the dynamic and fast-paced nature of the biotech sector, where attracting talent quickly can be pivotal to the advancement of R&D pipelines. By using this rule, Astria can make competitive offers to candidates who might otherwise receive lucrative equity compensation packages at other firms.
The use of inducement grants is particularly relevant in today’s highly competitive labor market, where biotech companies are competing not only with peers in the life sciences industry but also with large pharmaceutical companies, tech-driven health startups, and international firms for the same limited pool of experienced scientific and commercial talent.
Commitment to Innovation and Growth
Astria Therapeutics has been steadily expanding its team to support the clinical advancement of its pipeline, including STAR-0215, its lead product candidate in development for the prevention of hereditary angioedema (HAE), a rare genetic disorder. The company is also exploring additional indications and programs targeting serious immunologic conditions with unmet medical needs.
As Astria grows, its strategic use of equity-based incentives demonstrates its commitment to building a high-performing, motivated workforce capable of translating innovative science into life-changing therapies. The company’s compensation philosophy underscores the belief that offering employees an ownership stake promotes accountability, fosters innovation, and drives long-term value creation.
Transparent Governance and Responsible Compensation Practices
The 2022 Inducement Stock Incentive Plan and the associated equity awards are governed by detailed terms and conditions designed to align with best practices in corporate governance. These include provisions relating to:
- Clawback policies, should material financial restatements or misconduct occur;
- Termination clauses, defining scenarios in which unvested options are forfeited;
- Change-in-control provisions, that may accelerate vesting in certain circumstances;
- And clear disclosure requirements, such as the current announcement.
All grants made under the inducement plan are approved by the Company’s Compensation Committee, which is comprised entirely of independent directors. This process ensures that all awards are consistent with Astria’s broader corporate governance policies and compensation strategy.
As Astria continues its mission to develop and deliver transformative therapies, strategic hiring and retention remain key priorities. The company’s use of targeted equity compensation tools like inducement grants plays a crucial role in this strategy, helping attract professionals with the expertise needed to navigate complex clinical development, regulatory processes, and commercial planning.
With its lead candidate in clinical development and a promising pipeline behind it, Astria is poised to continue building out its team with the right people to advance its programs. The company’s proactive approach to talent acquisition — supported by thoughtfully designed equity plans — reflects its long-term vision and commitment to operational excellence.
About Astria Therapeutics:
Astria Therapeutics is a biopharmaceutical company, and our mission is to bring life-changing therapies to patients and families affected by allergic and immunologic diseases. Our lead program, navenibart (STAR-0215), is a monoclonal antibody inhibitor of plasma kallikrein in clinical development for the treatment of hereditary angioedema. Our second program, STAR-0310, is an investigational monoclonal antibody OX40 antagonist in clinical development for the treatment of atopic dermatitis. Learn more about our company on our website, www.astriatx.com, or follow us on Instagram @AstriaTx and on Facebook and LinkedIn.
