MetaVia Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07.Submission of Matters to a Vote of Security Holders.
On June 30, 2025, MetaVia Inc. (the “Company”) held a virtual annual meeting of stockholders (the “Annual Meeting”). The Company’s stockholders voted on six proposals at the Annual Meeting as set forth below, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 10, 2025. There were 15,364,255 shares of common stock, par value $0.001 per share (the “Common Stock”) present and entitled to vote at the Annual Meeting, online or by proxy, which constituted a quorum for the transaction of business. In deciding the proposals at the Annual Meeting, each share of Common Stock represented one vote.
At the Annual Meeting, the Company’s stockholders voted on the following proposals:
| 1. | To elect two Class III directors, each to serve a three-year term until the 2028 annual meeting of stockholders and until the election and qualification of such director’s successor, or such director’s earlier death, resignation, or removal (the “Class III Directors Proposal”); |
| 2. | To ratify the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; |
| 3. | To approve (on an advisory basis) the compensation of the Company’s named executive officers; |
| 4. | To approve an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, as amended, to effect a reverse split of the Company’s outstanding Common Stock at a ratio in the range of 1-for-5 to 1-for-30 to be determined at the discretion of the Company’s Board of Directors, whereby each outstanding 5 to 30 shares of Common Stock would be combined, converted and changed into one share of the Company’s Common Stock (the “Reverse Stock Split Proposal”); |
| 5. | to approve, pursuant to Nasdaq Listing Rule 5635(b), the issuance of shares of the Company’s Common Stock, in an amount equal to or in excess of 20% of the shares of Common Stock outstanding immediately prior to the issuance of 4,605,162 shares of Common Stock issuable upon the exercise of the Company’s pre-funded warrants, issued in a private placement to Dong-A Socio Holdings Co., Ltd., pursuant to a Securities Purchase Agreement, dated May 8, 2025, entered into by and among the Company and the purchasers named therein (the “Issuance Proposal”); and |
| 6. | To authorize one or more adjournments of the Annual Meeting to solicit additional proxies in the event there are insufficient votes to approve Proposal 5 described above (the “Adjournment Proposal”). |
The voting results at the Annual Meeting are shown below:
Proposal 1—The Class III Directors Proposal.
Class III Nominees |
| Votes For |
| Votes Withheld |
| |
Mark A. Glickman |
| 15,143,768 | 220,487 | |||
Michael Salsbury |
| 15,148,736 | 215,519 |
Mark A. Glickman and Michael Salsbury were elected as Class III directors to serve until the 2028 annual meeting of stockholders. There were no broker non-votes on this matter.
Proposal 2—Ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
Votes For |
| Votes Against |
| Abstentions |
15,200,517 | 39,673 | 124,065 |
The stockholders ratified the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. There were no broker non-votes on this matter.
Proposal 3—Approval (on an advisory basis) of the compensation of our named executive officers.
Votes For |
| Votes Against |
| Abstentions | |
15,128,182 | 93,199 | 142,874 |
The stockholders approved, on a non-binding advisory basis, the compensation paid by the Company to its named executive officers. There were no broker non-votes on this matter.
Proposal 4—The Reverse Stock Split Proposal.
Votes For |
| Votes Against |
| Abstentions | |
15,160,143 | 82,570 | 121,542 |
The stockholders approved the Reverse Stock Split Proposal. There were no broker non-votes on this matter.
Proposal 5—The Issuance Proposal.
Votes For |
| Votes Against |
| Abstentions | |
5,643,798 | 99,638 | 141,474 |
The stockholders approved the Issuance Proposal. There were no broker non-votes on this matter.
Proposal 6—The Adjournment Proposal.
Votes For |
| Votes Against |
| Abstentions | |
15,130,972 | 91,911 | 141,372 |
The stockholders approved the Adjournment Proposal. There were no broker non-votes on this matter.