MetaVia Inc.

Stockholder Proposals to be Presented at Next Annual Meeting

Requirements for Stockholder Proposals to be Brought Before an Annual Meeting. Our Bylaws provide that for stockholder nominations to the Board or other proposals to be considered at an annual meeting, the stockholder must give timely notice thereof in writing to the Secretary at MetaVia Inc., 545 Concord Avenue, Suite 210, Cambridge, Massachusetts 02138 and such notice must contain the required information as delineated in the Bylaws.

All proposals of stockholders that are intended to be presented by such stockholder at an annual meeting of stockholders must be in writing and notice must be delivered to the Secretary at our principal executive offices no later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting, except in the case that the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so received no earlier than the close of business on the 120th day prior to such annual meeting and no later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. To be timely, a proposal to be presented at the 2027 annual meeting of stockholders must be received no earlier than the close of business on February 8, 2027 and no later than the close of business on March 10, 2027.

In addition, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must also comply with the additional requirements of Rule 14a-19(b). In no event will the public announcement of an adjournment or a postponement of our annual meeting commence a new time period for the giving of a stockholder’s notice as provided above.

Requirements for Stockholder Proposals to be Considered for Inclusion in our Proxy Materials. Stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act and intended to be presented at our 2027 annual meeting of stockholders must be received by us no later than December 28, 2027 in order to be considered for inclusion in our proxy materials for that meeting. A stockholder’s notice to the Secretary must set forth as to each matter the stockholder proposes to bring before the annual meeting the information required by applicable law and our Bylaws.

Stockholders are also advised to review our Bylaws, which contain additional requirements with respect to advance notice of stockholder proposals and director nominations.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires that the Company’s directors, executive officers and persons who beneficially own more than 10% of a registered class of its equity securities, file with the SEC reports of ownership and changes in ownership of its Common Stock and other equity securities. Based solely on the Company’s review of such filed forms and representations from our directors and executive officers that no other forms were required, to our knowledge, and all of the Company’s directors and executive officers, and other persons who owned more than 10% of the Company’s outstanding Common Stock, fully complied with the reporting requirements of Section 16(a) during 2025, except for one Form 4 reporting one transaction that was filed late by Dong-A.

Available Information

We will make available, solely for your reference and as a courtesy, our Annual Report on Form 10-K for the year ended December 31, 2025, including the financial statements and list of exhibits, on the investor relations page of our website at https://metaviatx.com under “Investors & News—Financial Information—Annual Reports.” For stockholders receiving a printed copy of this Proxy Statement, a copy of our Annual Report on Form 10-K for the year ended December 31, 2025, including the financial statements and list of exhibits, has been provided to you. We will also provide, free of charge, to any stockholder of record or beneficial owner of our Common Stock as of the Record Date, upon the written or oral request of any such persons, a hardcopy of our Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC (excluding certain exhibits or documents incorporated by reference therein). Requests for such copies should be addressed to our Secretary at the address below:

MetaVia Inc.

Please include your contact information with the request. A copy of the excluded exhibits and documents incorporated by reference are available for a reasonable charge.

“Householding” – Stockholders Sharing the Same Address

The SEC has adopted rules that permit companies and intermediaries (such as brokers) to implement a delivery procedure called “householding.” Under this procedure, multiple stockholders who reside at the same address may receive a single copy of our Annual Report on Form 10-K for the year ended December 31, 2025 and proxy materials unless the affected stockholder has provided other instructions. This procedure reduces printing costs and postage fees, and helps protect the environment as well.

We expect that a number of brokers with account holders who are our stockholders will be “householding” our Annual Report on Form 10-K for the year ended December 31, 2025 and proxy materials. A single set of an Annual Report on Form 10-K for the year ended December 31, 2025 and other proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from one or more of the affected stockholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. Stockholders may revoke their consent at any time by contacting their broker.

Upon written or oral request, we undertake to promptly deliver a separate copy of the Annual Report on Form 10-K for the year ended December 31, 2025 and other proxy materials to any stockholder at a shared address to which a single copy of any of those documents was delivered. To receive a separate copy of the Annual Report on Form 10-K for the year ended December 31, 2025 and other proxy materials now or in the future, you may write to MetaVia Inc., 545 Concord Avenue, Suite 210, Cambridge, Massachusetts 02138, Marshall H. Woodworth or via email at info@metaviatx.com, or call at (857)-299-1022.

Any stockholders who share the same address and currently receive multiple copies of our Annual Report on Form 10-K for the year ended December 31, 2025 and other proxy materials who wish to receive only one copy in the future can contact their bank, broker or other holder of record to request information about “householding” or our Chief Financial Officer at the address or telephone number listed above.