MetaVia Inc.
For the period ended Jun 8, 2026. Filed Apr 27, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 8, 2026 · Filed Apr 27, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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MetaVia Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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April 27, 2026
Dear Stockholders:
You are cordially invited to attend the virtual 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of MetaVia Inc. to be held on Monday, June 8, 2026, at 10:00 a.m. Eastern Time.
We invite you to attend the virtual Annual Meeting and request that you vote on the proposals described in the accompanying proxy statement. However, you do not need to attend the virtual Annual Meeting to vote your shares of our common stock, par value $0.001 per share (the “Common Stock”). Instead, you may vote by proxy, via the Internet, or by mail by following the instructions provided on the proxy card or voting instruction card, and we encourage you to vote before the Annual Meeting.
The enclosed Notice of the 2026 Annual Meeting of Stockholders and the accompanying proxy statement contain details of the business to be conducted at the Annual Meeting and information you should consider when you vote your shares of Common Stock.
At the Annual Meeting, the agenda includes:
| • | Proposal 1 – to elect two Class I directors, each to serve a three-year term until the 2029 annual meeting of stockholders and until the election and qualification of such director’s successor, or such director’s earlier death, resignation, or removal; |
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| • | Proposal 2 – to ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026; |
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| • | Proposal 3 – to approve an amendment to our Third Amended and Restated Certificate of Incorporation, as amended, to effect a reverse split of our outstanding Common Stock at a ratio in the range of 1-for-5 to 1-for-22 to be determined at the discretion of our Board of Directors, whereby each outstanding 5 to 22 shares of Common Stock would be combined, converted and changed into one share of our Common Stock; and |
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| • | Proposal 4 – to approve the First Amendment to our 2022 Equity Incentive Plan to increase the aggregate number of shares of Common Stock that may be issued pursuant to awards by 200,000 shares of Common Stock. |
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| • | Proposal 5 – to authorize one or more adjournments of the Annual Meeting to solicit additional proxies in the event there are insufficient votes to approve Proposals 3 and 4 described above. |
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The Board of Directors unanimously recommends that you vote “FOR ALL” in Proposal 1 and “FOR” Proposal 2, Proposal 3, Proposal 4 and Proposal 5. Your vote is important.
The Annual Meeting will be held virtually through a live webcast. You will be able to attend the virtual Annual Meeting online and vote electronically during the Annual Meeting by visiting www.virtualshareholdermeeting.com/MTVA2026 and entering the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. You will not be able to attend the Annual Meeting in person.
Even if you are planning on attending the virtual Annual Meeting online, please promptly submit your proxy vote via the Internet or by completing, dating, signing and returning the enclosed proxy card or voting instruction card, so your shares of Common Stock will be represented at the Annual Meeting. Instructions on voting your shares of Common Stock are located on the proxy materials that you received for the Annual Meeting.
Sincerely,
Andrew I. KovenChair of the Board of DirectorsCambridge, Massachusetts
NOTICE OF THE 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MONDAY, JUNE 8, 2026
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of MetaVia Inc. will be held as a virtual meeting on Monday, June 8, 2026, at 10:00 a.m. Eastern Time. You will be able to attend the virtual Annual Meeting online and vote electronically during the Annual Meeting by visiting www.virtualshareholdermeeting.com/MTVA2026 and entering the 16-digit control number included in your proxy card or in the instructions that accompanied your proxy materials. You will not be able to attend the Annual Meeting in person.
We are holding the Annual Meeting to consider and vote upon the following proposals, which are more fully described in the accompanying proxy statement:
| • | Proposal 1 – to elect two Class I directors, each to serve a three-year term until the 2029 annual meeting of stockholders and until the election and qualification of such director’s successor, or such director’s earlier death, resignation, or removal; |
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| • | Proposal 2 – to ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026; |
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| • | Proposal 3 – to approve an amendment to our Third Amended and Restated Certificate of Incorporation, as amended, to effect a reverse split of our outstanding common stock at a ratio in the range of 1-for-5 to 1-for-22 to be determined at the discretion of our Board of Directors, whereby each outstanding 5 to 22 shares of our common stock would be combined, converted and changed into one share of our common stock; and |
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| • | Proposal 4 – to approve the First Amendment to our 2022 Equity Incentive Plan to increase the aggregate number of shares of common stock that may be issued pursuant to awards by 200,000 shares of common stock. |
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| • | Proposal 5 – to authorize one or more adjournments of the Annual Meeting to solicit additional proxies in the event there are insufficient votes to approve Proposals 3 and 4 described above. |
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In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. The foregoing items of business are more fully described in the proxy statement accompanying this Notice of the 2026 Annual Meeting of Stockholders.
The Board of Directors unanimously recommends that you vote “FOR ALL” in Proposal 1 and “FOR” Proposal 2, Proposal 3, Proposal 4 and Proposal 5. Only stockholders of record at the close of business on Monday, April 13, 2026 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof.
For ten days prior to the Annual Meeting, a complete list of the stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose relating to the Annual Meeting during ordinary business hours at our headquarters. The complete list of stockholders entitled to vote at the Annual Meeting will also be available on the Annual Meeting website.
Your vote as a MetaVia Inc. stockholder is very important. Each share of our common stock, par value $0.001 per share (the “Common Stock”), that you own represents one vote.
For questions regarding your stock ownership, you may contact Marshall H. Woodworth at (857)-299-1022 or via email at info@metaviatx.com or, if you are a registered holder, our transfer agent, Equiniti Trust Company, LLC (“Equiniti”), by phone at (800) 937-5449 or by following the instructions on the Equiniti website at https://equiniti.com/us/ast-access/individuals/.
Whether or not you expect to virtually attend the Annual Meeting, we encourage you to read the accompanying proxy statement and vote through the Internet, or request, sign and return your proxy card or voting instruction card as soon as possible, so that your shares of Common Stock may be represented at the Annual Meeting. For specific instructions on how to vote your shares of Common Stock, please refer to the section entitled “Attending the Annual Meeting; Voting Instructions; Voting of Proxies” in the accompanying proxy statement.
By Order of the Board of Directors
Andrew I. KovenChair of the Board of DirectorsCambridge, Massachusetts
PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.