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

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

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

☐	Fee paid previously with preliminary materials

☐	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;

•	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;

•

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

•	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.

•	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.

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.

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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. Koven Chair of the Board of Directors Cambridge, Massachusetts

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545 Concord Avenue, Suite 210

Cambridge, Massachusetts 02138

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;

•	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;

•

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

•	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.

•	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.

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/.

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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. Koven Chair of the Board of Directors Cambridge, Massachusetts

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METAVIA INC.

PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

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			Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			i
GENERAL INFORMATION ABOUT THE ANNUAL MEETING			1
GENERAL PROXY INFORMATION			3
CORPORATE GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE			6
PROPOSAL 1 ELECTION OF CLASS I DIRECTORS			11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			17
EXECUTIVE OFFICERS			19
EXECUTIVE COMPENSATION			20
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS			26
PROPOSAL 2 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			28
PROPOSAL 3 APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE SPLIT OF OUR OUTSTANDING COMMON STOCK			29
PROPOSAL 4 APPROVAL OF THE FIRST AMENDMENT TO OUR 2022 EQUITY INCENTIVE PLAN			37
PROPOSAL 5 ADJOURNMENT OF ANNUAL MEETING			45
ADDITIONAL INFORMATION			46
OTHER MATTERS			48
APPENDIX A CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION			A-1
APPENDIX B FIRST AMENDMENT TO THE AMENDED AND RESTATED 2022 EQUITY INCENTIVE PLAN			B-1
APPENDIX C AMENDED AND RESTATED 2022 EQUITY INCENTIVE PLAN			C-1

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement (the “Proxy Statement”) and the documents incorporated by reference into this Proxy Statement, contain “forward-looking statements” within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements that address future operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements. Forward-looking statements are based on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. These statements may be identified by words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. In addition, statements that “we believe,” “we expect,” “we anticipate” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Proxy Statement and management believes that these forward-looking statements are reasonable as and when made. However, you should not place undue reliance on forward-looking statements because they speak only as of the date when made. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results or expectations, except as required by law.

Forward-looking statements are subject to a number of risks and uncertainties that could cause actual events to adversely differ from the expectations indicated in these forward-looking statements, including without limitation, the risks and uncertainties described in this Proxy Statement and those listed in the “Risk Factors” section contained in the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the Securities and Exchange Commission (“SEC”) on March 26, 2026, as well as discussions of potential risks, uncertainties, and other important factors in our subsequent filings with the SEC. Actual results could differ materially from those contained in forward-looking statements. We operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for us to predict all risk factors and uncertainties. We may not achieve the plans, projections or expectations disclosed in forward-looking statements, and actual results, developments or events could differ materially from those disclosed in the forward-looking statements.

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545 Concord Avenue, Suite 210

Cambridge, Massachusetts 02138

PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

Our Board of Directors (the “Board”) solicits your proxy on our behalf for the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) and at any postponement or adjournment of the Annual Meeting for the purposes set forth in this Proxy Statement and the accompanying Notice of the 2026 Annual Meeting of Stockholders (the “Notice”). The Annual Meeting will be held on Monday, June 8, 2026, at 10:00 a.m. Eastern Time, as a virtual meeting at www.virtualshareholdermeeting.com/MTVA2026. You will not be able to attend the Annual Meeting in person.

This Proxy Statement is first being sent to the Company’s stockholders on or about April 27, 2026.

Unless we state otherwise or the context otherwise requires, references in this Proxy Statement to “MetaVia,” “we,” “us,” “the Company” and “our” refer to MetaVia Inc., a Delaware corporation.

We encourage you to vote your shares of common stock, par value $0.001 per share (the “Common Stock”), either by attending the virtual Annual Meeting or by granting a proxy (i.e., authorizing someone to vote your shares of Common Stock). If you vote via the Internet or telephone or execute the attached proxy card, the designated individuals will vote your shares of Common Stock according to your instructions.

Purpose of the Annual Meeting

We are holding the Annual Meeting to consider and vote upon the following proposals:

•	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;

•	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;

•

Proposal 3 – to approve an amendment to our Third Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), 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

•	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.

•	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.

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. We are not aware of any other business to be submitted for consideration at the Annual Meeting. If any other items of business are properly presented for a vote at the Annual Meeting, the persons named in the proxy, who are officers of the Company, have the authority to vote the shares represented by the proxy in their discretion. The foregoing items of business are more fully described in this Proxy Statement.

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Record Date; Quorum

Only holders of record of Common Stock at the close of business on Monday, April 13, 2026 (the “Record Date”) will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, 5,164,370 shares of Common Stock were outstanding and entitled to vote.

The holders of one-third of the voting power of the outstanding shares of Common Stock entitled to vote at the Annual Meeting as of the Record Date must be present by remote communication or by proxy duly authorized at the Annual Meeting in order to hold the Annual Meeting and conduct business. This presence is called a quorum. Your shares of Common Stock are counted as present at the Annual Meeting if you are present and vote by remote communication at the Annual Meeting or if you have properly submitted a proxy. Under Delaware law, abstentions and broker non-voters are counted as present and entitled to vote for the purposes of determining whether a quorum is present. See “General Proxy Information – Voting Rights; Required Vote” below for additional information.

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GENERAL PROXY INFORMATION

Voting Rights; Required Vote

Each holder of shares of Common Stock is entitled to one vote for each share of Common Stock held as of the close of business on the Record Date. You may vote all shares of Common Stock owned by you at such date, including (1) shares of Common Stock held directly in your name as the stockholder of record and (2) shares of Common Stock held for you as the beneficial owner in street name through a broker, bank, trustee or other nominee. Appraisal rights are not applicable to any of the matters being voted on.

Stockholder of Record; Shares Registered in Your Name. If, on the Record Date, your shares of Common Stock were registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, then you are considered the stockholder of record with respect to those shares of Common Stock. As a stockholder of record, you may vote at the virtual Annual Meeting, or vote in advance through the Internet or by mail.

Beneficial Owner; Shares Registered in the Name of a Broker or Nominee. If, on the Record Date, your shares of Common Stock were held in an account with a brokerage firm, bank or other nominee, then you are the beneficial owner of the shares of Common Stock held in street name. As a beneficial owner, you have the right to direct your broker on how to vote the shares of Common Stock held in your account, and your broker has enclosed or provided voting instructions for you to use in directing it on how to vote your shares of Common Stock. Because the brokerage firm, bank or other nominee that holds your shares of Common Stock is the stockholder of record, if you wish to attend the virtual Annual Meeting and vote your shares of Common Stock, you must obtain a valid proxy from the firm, bank or other nominee that holds your shares of Common Stock giving you the right to vote the shares of Common Stock at the Annual Meeting. Please refer to the section entitled “Attending the Annual Meeting; Voting Instructions; Voting of Proxies” below.

Votes Required to Adopt Proposals. For Proposal 1, each Class I director will be elected by a plurality of the votes of shares of Common Stock present by remote communication or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. This means that the two individuals nominated for election to the Board at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may vote “FOR ALL,” “FOR ALL EXCEPT” either one of the nominees to the Board, or you may “WITHHOLD ALL” your vote with respect to the nominees to the Board. You may not cumulate votes in the election of directors. Approval of Proposal 2, Proposal 4 and Proposal 5 will be obtained if the holders of a majority of the voting power of the shares of Common Stock present by remote communication or represented by proxy at the Annual Meeting and entitled to vote thereon vote “FOR” the proposal. Approval of Proposal 3 will be obtained by the affirmative vote “FOR” by the majority of votes cast at the Annual Meeting.

Abstentions; Withhold Votes; Broker Non-Votes. Abstentions occur when shares present at the Annual Meeting are marked “ABSTAIN.” Under Delaware law, abstentions are counted as present and entitled to vote for purposes of determining whether a quorum is present. At the Annual Meeting, pursuant to Delaware law and the terms of our Certificate of Incorporation, and our Fourth Amended and Restated Bylaws (the “Bylaws”), abstentions and, with respect to Proposal 1, proxies marked “WITHHOLD ALL” or “FOR ALL EXCEPT,” will have no effect on Proposal 1 and Proposal 3. Abstentions will have the same effect as a vote “AGAINST” on Proposal 2, Proposal 4 and Proposal 5.

Broker non-votes occur when shares held by a broker for a beneficial owner are not voted because the broker did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares of Common Stock. Under Delaware law, broker non-votes are counted as present and entitled to vote for purposes of determining whether a quorum is present. However, brokers have limited discretionary authority to vote shares of Common Stock that are beneficially owned. While a broker is entitled to vote shares held for a beneficial owner on “routine” matters without instructions from the beneficial owner of those shares of Common Stock, absent instructions from the beneficial owner of such shares of Common Stock, a broker is not entitled to vote shares of Common Stock held for a beneficial owner on “non-routine” matters. At our Annual Meeting, only Proposal 2 is considered a routine matter, and brokers have discretionary authority to vote shares of Common Stock that are beneficially owned on Proposal 2. The other proposals presented at the Annual Meeting are non-routine matters. Broker non-votes will have no effect on Proposal 1, Proposal 2, Proposal 3, Proposal 4 and Proposal 5. Accordingly, we encourage you to provide voting instructions to your broker, whether or not you plan to virtually attend the Annual Meeting.

Recommendations of the Board on Each of the Proposals Scheduled to be Voted on at the Annual Meeting

The Board unanimously recommends that you vote “FOR ALL” in Proposal 1 and “FOR” Proposal 2, Proposal 3, Proposal 4 and Proposal 5.

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Attending the Annual Meeting; Voting Instructions; Voting of Proxies

If you are a stockholder of record, you may:

•

Vote at the virtual Annual Meeting – to participate in the Annual Meeting, you will need the 16-digit control number included in your proxy card or in the instructions that accompanied your proxy materials. Submitting a proxy will not prevent a stockholder from attending the virtual Annual Meeting, revoking its earlier submitted proxy, and voting by remote communication.

•

Vote through the Internet – you may vote through the Internet. To vote by Internet, you will need to use the 16-digit control number included in your proxy card or in the instructions that accompanied your proxy materials and follow the additional steps when prompted. The steps have been designed to authenticate your identity, allow you to give voting instructions, and confirm that those instructions have been recorded properly.

•

Vote by mail – complete, sign and date the accompanying proxy card and return it as soon as possible before the Annual Meeting in the envelope provided. If the postage-paid envelope is missing, please mail your completed proxy card to the attention of our Secretary, MetaVia Inc., 545 Concord Avenue, Suite 210, Cambridge, Massachusetts 02138.

If you are a beneficial owner of shares of Common Stock registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions from that organization, rather than from the Company. Simply complete and mail the proxy card to ensure that your vote is counted. Alternatively, you may vote on the Internet as instructed by your broker or bank. To vote online during the Annual Meeting, you must obtain a valid proxy card from your broker, bank or other agent and register for the virtual Annual Meeting as described above. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a proxy card.

To participate in the Annual Meeting, you will need the 16-digit control number included in your proxy card or in the instructions that accompanied your proxy materials. If your shares of Common Stock are held in street name and you did not receive a 16-digit control number, you may gain access to and vote at the Annual Meeting by logging into your bank or brokerage firm’s website and selecting the stockholder communications mailbox to access the Annual Meeting. The control number will automatically populate. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest,” but you will not be able to vote or access the list of stockholders as of the Record Date.

Votes submitted through the Internet must be received by 11:59 p.m., Eastern Time, on Sunday, June 7, 2026. Submitting your proxy, whether through the Internet or by mail, will not prevent you from attending the virtual Annual Meeting, revoking your earlier-submitted proxy, and voting by remote communication. If you are not the stockholder of record, please refer to the voting instructions provided by your brokerage firm, bank or other nominee to direct it on how to vote your shares of Common Stock. For Proposal 1, you may vote “FOR ALL,” “FOR ALL EXCEPT” either one of the nominees to the Board, or you may “WITHHOLD ALL” your vote with respect to the nominees to the Board. For Proposal 2, Proposal 3, Proposal 4 and Proposal 5, you may vote “FOR” or “AGAINST” or “ABSTAIN” from voting. Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted.

All proxies will be voted in accordance with the instructions specified on the proxy card. If you sign a physical proxy card and return it without instructions as to how your shares of Common Stock should be voted on a particular proposal at the Annual Meeting, your shares of Common Stock will be voted in accordance with the recommendations of the Board stated above.

If you receive more than one proxy card, your shares of Common Stock are registered in more than one name or are registered in different accounts. To make certain all of your shares of Common Stock are voted, please complete, sign and return each proxy card to ensure that all of your shares of Common Stock are voted.

Your virtual attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you electronically vote again or file the proper documentation for it to be so revoked.

Expenses of Soliciting Proxies

We will pay the expenses associated with soliciting proxies. Following the original distribution and mailing of the solicitation materials, we or our agents may solicit proxies by mail, electronic mail, telephone, facsimile, by other similar means, or in person. Our directors, officers and other employees, without additional compensation, may solicit proxies personally or in writing, by telephone, email or otherwise. Following the original distribution and mailing of the

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solicitation materials, we will request brokers, custodians, nominees and other record holders to forward copies of those materials to persons for whom they hold shares of Common Stock and to request authority for the exercise of proxies. In such cases, we, upon the request of the record holders, will reimburse such holders for their reasonable expenses.

Revocability of Proxies

A stockholder of record who has given a proxy may revoke it at any time before the closing of the polls by the inspector of elections at the Annual Meeting by:

•	delivering to our Secretary (by any means, including facsimile) a written notice stating that the proxy is revoked;

•	signing and delivering a proxy bearing a later date;

•	voting again through the Internet; or

•	attending and voting at the virtual Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

Please note, however, that if your shares of Common Stock are held of record by a brokerage firm, bank or other nominee and you wish to revoke a proxy, you must contact that firm to revoke or change any prior voting instructions.

Voting Results

Voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting. The preliminary voting results will be announced at the Annual Meeting. The final results will be tallied by the inspector of elections and disclosed in a Current Report on Form 8-K, which we intend to file with the SEC within four business days of the Annual Meeting.

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CORPORATE GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE

We are committed to good corporate governance practices. These practices provide an important framework within which the Board and management pursue our strategic objectives for the benefit of our stockholders.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines that set forth the expectations for our directors, director independence standards, Board committee structure and functions and other policies for the governance of the Company. Our Corporate Governance Guidelines are available without charge on the investor relations section of our website at https://metaviatx.com under “Investors & News—Corporate Governance.”

Board Leadership Structure

The Board is currently chaired by Andrew I. Koven, who has authority, among other things, to call and preside over meetings of the Board, to set meeting agendas and to determine materials to be distributed to the Board and, accordingly, has substantial ability to shape the work of the Board.

The positions of our Chair of the Board and Chief Executive Officer are presently separated. Separating these positions allows our Chief Executive Officer, Hyung Heon Kim, to focus on our day-to-day business, while allowing Andrew I. Koven to lead the Board.

Role of the Board in Risk Oversight

One of the key functions of the Board is informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address the risks inherent to their respective areas of oversight. This risk management process allows the Board to play an active role in understanding and overseeing the management of risks that our Company faces and ensures that management has the framework and processes in place to effectively and adequately monitor and manage these risks. In particular, the Board is responsible for monitoring and assessing strategic risk exposure and our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee also monitors compliance with legal and regulatory requirements. Our nominating and corporate governance committee monitors the effectiveness of our corporate governance practices, including whether they are successful in preventing illegal or improper liability-creating conduct. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Cybersecurity Risk Oversight

Securing the information of participants in our studies, medical professionals, employees, service providers, and other third parties is important to us. We have adopted physical, technological, and administrative controls on data security, and we continue to mature our procedures and technologies for data incident detection, containment, response, and remediation. While everyone at our Company plays a part in managing these risks, our Board has ultimate oversight of cybersecurity risks, which is managed as part of our enterprise risk management system. Our audit committee is central to the Board’s oversight of cybersecurity risks and bears primary responsibility for oversight, receiving input from our Chief Executive Officer and Chief Financial Officer, which is ultimately shared with our Board on a regular basis. We work with a third-party provider to monitor for cybersecurity threats and potential cybersecurity breaches. Information relating to cybersecurity and information security is contained in the section titled “Cybersecurity” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Director Independence

Our Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”). Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that Board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3 under the Exchange Act, a member of an audit

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committee of a listed company may not, other than in his capacity as a member of the audit committee, the Board or any other Board committee: (i) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries; or (ii) be an affiliated person of the listed company or any of its subsidiaries.

The Board has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, the Board affirmatively determined that Mark A. Glickman, Jason L. Groves, Andrew I. Koven, Michael Salsbury, D. Gordon Strickland, and James P. Tursi, M.D. are “independent directors” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq. The Board determined that Hyung Heon Kim, our Chief Executive Officer and President, who serves as a director, is not an “independent director” as defined under the applicable regulations of the SEC and the listing requirements and rules of Nasdaq. In making this determination, the Board considered the current and prior relationships that each non-employee director has with us and all other facts and circumstances that the Board deemed relevant in determining each non-employee director’s independence.

Committees of the Board

The Company complies with the Nasdaq listing requirements regarding committee matters. The Board has established an audit committee, a compensation committee, and a nominating and corporate governance committee, each of which has the composition and responsibilities as described below. Members serve on these committees until their resignation or until otherwise determined by the Board.

The charters of the audit, compensation and nominating and corporate governance committees are available without charge on the investor relations section of our website at https://metaviatx.com under “Investors & News—Corporate Governance.”

Audit Committee

Our audit committee is comprised of Mark A. Glickman, Andrew I. Koven and D. Gordon Strickland, with Mr. Strickland serving as Chair of the committee. Each member of our audit committee meets the requirements for independence under the current Nasdaq and SEC rules and regulations and is financially literate. Additionally, the Board has determined that each of Messrs. Glickman and Strickland qualify as an “audit committee financial expert” as that term is defined in the rules promulgated by the SEC. The designation of an “audit committee financial expert” does not impose upon such persons any duties, obligations or liabilities that are greater than those generally imposed on each of them as a member of the audit committee and the Board, and such designation does not affect the duties, obligations or liabilities of any other member of the audit committee or the Board. Our audit committee is directly responsible for, among other things:

•

the review of financial statements and SEC reports, including the adequacy of our internal control over financial reporting, disclosure controls and procedures, including any specific cybersecurity issues that could affect the adequacy of the Company’s internal controls and internal controls related to sustainability information in public disclosures, and any mitigating activities adopted in response to material weaknesses or significant control deficiencies;

•	our compliance with legal and regulatory requirements;

•	the qualifications, independence and performance of our independent auditors; and

•	the preparation of the audit committee report to be included in our annual proxy statement.

The responsibilities and activities of the audit committee are described further in its charter.

Report of the Audit Committee

The information contained in the following report of the audit committee is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by us under the Exchange Act or the Securities Act unless and only to the extent that we specifically incorporate it by reference.

The audit committee has reviewed and discussed with our management and BDO USA, P.C. our audited financial statements as of and for the year ended December 31, 2025. The audit committee has also discussed with BDO USA, P.C. the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and the SEC.

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The audit committee has received and reviewed the written disclosures and the letter from BDO USA, P.C. required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with BDO USA, P.C. its independence.

Based on the review and discussions referred to above, the audit committee recommended to the Board that the audited financial statements as of and for the year ended December 31, 2025 be included in our Annual Report on Form 10-K for the year ended December 31, 2025 for filing with the SEC.

Audit Committee

D. Gordon Strickland (Chair)

Mark A. Glickman

Andrew I. Koven

Compensation Committee

Our compensation committee is currently comprised of Mark A. Glickman, Michael Salsbury and D. Gordon Strickland, with Mr. Salsbury serving as Chair of the committee. Each member of our compensation committee meets the requirements for independence under the current Nasdaq and SEC rules and regulations. Our compensation committee is responsible for, among other things:

•	evaluating, recommending, approving and reviewing executive officer and director compensation arrangements, plans, policies and programs;

•	evaluating and approving the Company’s performance against corporate goals and objectives;

•	reviewing the Company’s practices and policies of employee compensation as they relate to risk management;

•	administering our cash-based and equity-based compensation plans; and

•	making recommendations to the Board regarding any other Board responsibilities relating to executive compensation.

The executive officer compensation program is substantially based on decisions made by the compensation committee, in consultation with certain members of management. Compensation determinations for the executive officers are made based on historical practice, Company and individual performance and benchmarking compensation of similar positions at peer group companies.

The compensation committee may form and delegate its authority to subcommittees as appropriate. The responsibilities and activities of the compensation committee are described further in its charter.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee is comprised of Jason L. Groves, Andrew I. Koven and James P. Tursi, M.D., with Mr. Koven serving as Chair of the committee. Each member of our nominating and corporate governance committee meets the requirements for independence under the current Nasdaq rules and regulations. Our nominating and corporate governance committee is responsible for, among other things:

•	identifying, considering and recommending candidates for membership on the Board;

•	overseeing the process of evaluating the performance of the Board;

•	developing a set of corporate governance guidelines and principles to be applicable to the Company and periodically reviewing and assessing the Company’s Corporate Governance Guidelines and the Company’s Code of Business Conduct and Ethics; and

•	advising the Board on other corporate governance matters.

The responsibilities and activities of the nominating and corporate governance committee are described further in its charter.

Code of Business Conduct and Ethics

The Board has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive officers, as applicable. We

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intend to disclose future amendments to certain provisions of our code of business conduct and ethics, or waivers of these provisions, on our website. The full text of our code of conduct is posted on the investor relations section of our website at https://metaviatx.com under “Investors & News—Corporate Governance.”

Insider Trading Policy

Our Board has adopted an Insider Trading Compliance Policy (“Insider Trading Policy”) governing the purchase, sale, and/or other dispositions of our securities by directors, officers, employees and other specified persons. Our Insider Trading Policy is designed to promote compliance with insider trading laws by informing, educating and creating reasonable processes to prevent the Company and its directors, officers, employees and other specified persons from insider trading violations and the appearance of any related improper conduct. The policy prohibits the trading of our securities on the basis of material nonpublic information, establishes regular blackout periods when directors, executive officers and other specified persons are prohibited from trading in our securities, and requires legal compliance for any insider trading plans intended to rely on the affirmative defense against insider trading liability in accordance with Rule 10b5-1 under the Exchange Act. Additionally, the policy specifically prohibits all directors, officers, employees and other specified persons from speculative trading and hedging transactions involving our Common Stock, including short sales, transactions in put or call options, and other speculative transactions. A copy of our Insider Trading Policy is filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2025.

Compensation Recovery Policy

Our Board determined that it is in the Company’s best interests to ensure that all performance-based cash compensation and equity awards reflect actual performance. Consistent with such determination, our Board has adopted a Policy for the Recovery of Erroneously Awarded Compensation, effective November 2, 2023, as amended on November 29, 2024 (the “Compensation Recovery Policy”), in accordance with Rule 10D-1 of the Exchange Act and Nasdaq listing standards. A copy of our Compensation Recovery Policy is filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2025.

Our Compensation Recovery Policy is administered by our compensation committee and enables the Company to recover from specified current and former Company executives certain incentive-based compensation in the event of an accounting restatement resulting from material noncompliance with any financial reporting requirements under the federal securities laws. Our Compensation Recovery Policy covers current and former executive officers, including all officers for purposes of Section 16 of the Exchange Act and applies to their incentive-based cash compensation, that is granted, earned or vested based wholly or in part on the attainment of any Company financial reporting measure.

If the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the compensation committee shall require any executive officer covered by our Compensation Recovery Policy to reimburse or forfeit to the Company the amount of incentive-based compensation received by such executive officer based on the financial statements prior to the restatement that exceeds the amount such executive officer would have received had the incentive-based compensation been determined based on the financial restatement. The compensation committee will not consider the executive officer’s responsibility or fault or lack thereof in enforcing our Compensation Recovery Policy to recoup the amount described above.

Board and Committee Meetings and Attendance

The Board and its committees meet regularly throughout the year and also hold special meetings. During 2025, the Board held six meetings; the audit committee held four meetings; the compensation committee held six meetings; and the nominating and corporate governance committee held three meetings, in each case, including telephonic meetings. The Board and its committees also act by written consent from time to time. During 2025, none of our directors attended fewer than 75% of the aggregate of the total number of meetings held by the Board during his tenure and the total number of meetings held by all committees of the Board on which such director served during his tenure.

Board Attendance at Annual Stockholders’ Meeting

Our directors are encouraged to attend the Annual Meeting. All of our directors attended the 2025 Annual Meeting of Stockholders.

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Communication with Directors

Stockholders and interested parties who wish to communicate with the Board, non-management members of the Board as a group, a committee of the Board or a specific member of the Board (including our Chair) may do so by letters addressed to the attention of our Secretary, MetaVia Inc., 545 Concord Avenue, Suite 210, Cambridge, Massachusetts 02138.

All communications by letter addressed to the attention of our Secretary will be reviewed by the Secretary and provided to the members of the Board unless such communications are unsolicited items, sales materials, other routine items and items unrelated to the duties and responsibilities of the Board.

Considerations in Evaluating Director Nominees

The nominating and corporate governance committee reviews and makes recommendations to the Board, from time to time, regarding the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board, the operations of the Company and the long-term interests of stockholders. The nominating and corporate governance committee does not have any specific minimum qualifications that director nominees must have in order to be considered to serve on the Board. The nominating and corporate governance committee does not have a specific diversity policy underlying its nomination process, although it seeks to ensure the Board includes directors with diverse backgrounds, qualifications, skills and experience relevant to the Company’s business.

In the case of an incumbent director whose term of office is set to expire, the nominating and corporate governance committee considers such director’s overall service to the Company during his term, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair such director’s independence. Generally, the committee will re-nominate incumbent directors who continue to satisfy the committee’s criteria for membership on the Board, continue to make important contributions to the Board and consent to continue their service on the Board.

If a vacancy on the Board occurs or the Board increases in size, the nominating and corporate governance committee will actively seek individuals that satisfy the committee’s criteria for membership on the Board, and the committee may rely on multiple sources for identifying and evaluating potential nominees, including referrals from our current directors and management. The Board may engage search firms or other third parties in connection with identifying and evaluating Board nominee candidates.

Stockholder Recommendations for Nominations to the Board

The nominating and corporate governance committee will consider properly submitted stockholder recommendations for candidates for the Board so long as such recommendations are sent on a timely basis and are otherwise made in accordance with our Certificate of Incorporation, our Bylaws and applicable law. A stockholder of record can nominate a candidate for election to the Board by complying with the procedures in Article III, Section 5 of our Bylaws and applicable law. Any eligible stockholder who wishes to submit a nomination should review the requirements in the Bylaws regarding nominations by stockholders. Any nomination should be sent in writing to our Secretary, MetaVia Inc., 545 Concord Avenue, Suite 210, Cambridge, Massachusetts 02138.

See “Additional Information—Stockholder Proposals to be Presented at Next Annual Meeting” for additional information. The committee will evaluate nominees recommended by stockholders against the same criteria that it uses to evaluate other nominees.

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PROPOSAL 1

ELECTION OF CLASS I DIRECTORS

The Board is divided into three classes. Members of each class serve staggered three-year terms. Directors in Class I will stand for election at the Annual Meeting. The terms of office of directors in Class II and Class III do not expire until the annual meetings of stockholders to be held in 2027 and 2028, respectively. The Board currently consists of seven members. Based on the recommendation of the nominating and corporate governance committee of the Board, the Board has re-nominated D. Gordon Strickland and James P. Tursi, M.D. for election as Class I directors to serve for three-year terms ending at the 2029 annual meeting of stockholders or until their successors are elected and qualified.

Each of Messrs. Strickland and Tursi has consented to serve if elected. If any of them should become unavailable, the Board may designate a substitute nominee. In that case, the proxy holder named as proxy in the accompanying proxy card will vote for the Board’s substitute nominee and make appropriate disclosures. Alternatively, the Board may leave the position vacant.

Each director will be elected by a plurality of the votes present by remote communication or represented by proxy at the Annual Meeting and entitled to vote. This means that the two individuals nominated for election to the Board at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may vote “FOR ALL,” “FOR ALL EXCEPT” either one of the nominees to the Board, or you may “WITHHOLD ALL” your vote with respect to the nominees to the Board. Shares represented by proxies will be voted “FOR” the election of each of the Class I nominees, unless the proxy is marked to withhold authority to so vote. If any nominee is unable or unwilling to serve at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee chosen by the present Board. In the alternative, the proxies may vote only for the remaining nominees, leaving a vacancy on the Board. The Board may fill such vacancy at a later date or reduce the size of the Board. We have no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director. Additional information regarding the directors and director nominees of the Company is set forth below.

Nominees to the Board

The nominees of the Company are as follows:


Name	Age	Title	Class
D. Gordon Strickland⁽¹⁾	79	Director	Class I
James P. Tursi, M.D.⁽²⁾	61	Director	Class I

(1)	Chair of the audit committee and a member of the compensation committee.

(2)	Member of the nominating and corporate governance committee.

Mr. D. Gordon Strickland has served as a member of the Board since January 2022. He served as Chair of Ampex Corporation (“Ampex”), a technology company that was previously listed on Nasdaq, from March 2012 until June 2019. He also served as Ampex’s Chief Executive Officer from February 2007 to March 2012. Prior to Ampex, he served as President and Chief Executive Officer of Cardiff Holdings, a privately held producer of credit, debit, loyalty and other cards by Brookside Equity Partners from March 2012 to August 2013. Prior to Cardiff Holdings, Mr. Strickland was the Chair of Medical Resources, a public operator of diagnostic imaging centers. Mr. Strickland was also president and CEO of MCSi, Inc., a technical integrator of audio-visual products, from March 2003 until March 2004. Prior to MCSi, Inc., Mr. Strickland was the president and CEO of Capitol Wire, Inc., an internet-based news and information service provider from September 1999 until August 2002 and had leadership roles with Kerr Group, a manufacturer of glass containers and plastic packaging, from June 1986 until August 1997, including serving as the president and CEO, and as Senior Vice President, Finance and Chief Financial Officer. Mr. Strickland has over 35 years of experience as a senior executive and board member with public and private companies. Mr. Strickland received an M.B.A. from the Wharton School of the University of Pennsylvania and a B.A. from Yale University. The Board believes that Mr. Strickland’s experience serving as Chair and Chief Executive Officer of a publicly-traded company, Ampex, qualifies him to serve as a director.

Dr. James P. Tursi has served as a member of the Board since November 2023. Dr. Tursi is currently serving as the Chief Scientific Officer of Contraline, Inc. Prior to this, he served as Executive Vice President – Global R&D for Endo Pharmaceuticals from January 2022 until its acquisition in October 2025. From April 2020 until January 2022, Dr. Tursi served as Chief Scientific Officer U.S. for Ferring Pharmaceuticals. From August 2018 until April 2020, Dr. Tursi served as Executive Vice President, R&D for Antares Pharma Inc. (Nasdaq: ATRS). Prior to August 2018, Dr. Tursi

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served as Chief Medical Officer at Aralez, Chief Medical Officer and Vice President of Clinical R&D for Auxilium Pharmaceuticals Inc. and held positions of increasing responsibility at GlaxoSmithKline (NYSE: GSK) and Procter & Gamble Pharmaceuticals. Dr. Tursi practiced medicine and surgery for over 10 years and created a medical education company, I Will Pass®, which assisted physicians in the process of board certification. He holds a Bachelor of Science degree in Chemistry and Biology from Ursinus College, a Doctor of Medicine from Medical College of Pennsylvania and performed his residency in Gynecology and Obstetrics at the Johns Hopkins Hospital. The Board believes Dr. Tursi’s pharmaceutical industry and senior leadership experience qualifies him to serve as a director.

Continuing Directors

The directors who are serving for terms that end following the Annual Meeting are as follows:


Name	Age	Title	Class
Jason L. Groves⁽¹⁾	55	Director	Class II
Hyung Heon Kim	50	Chief Executive Officer, President, Director	Class II
Andrew I. Koven⁽²⁾	68	Chair of the Board	Class II
Mark A. Glickman⁽³⁾	60	Director	Class III
Michael Salsbury⁽⁴⁾	76	Director	Class III

(1)	Member of the nominating and corporate governance committee.

(2)	Chair of the Board, member of the audit committee and chair of the nominating and corporate governance committee.

(3)	Member of the audit committee and the compensation committee.

(4)	Chair of the compensation committee.

Mr. Jason L. Groves, Esq. has served as a member of the Board since December 2019. Since July 2022, Mr. Groves has served as the Chief Legal Officer and Corporate Secretary of Medifast, Inc. (“Medifast”) (NYSE: MED), a publicly-held leading manufacturer and distributor of clinically-proven, healthy-living products and programs. After joining Medifast in 2009, Mr. Groves has held several executive management positions, most recently serving as Executive Vice President and General Counsel of Medifast from 2011 to July 2022. Mr. Groves was a Medifast director from 2009 to 2015, serving on the audit committee from 2009 to 2011. Prior to joining Medifast, Mr. Groves was Assistant Vice President of Government Affairs for Verizon Maryland, a telecommunications company, where he was responsible for the company’s legislative policy and government affairs. A U.S. Army veteran, Mr. Groves was a direct-commissioned Judge Advocate in the U.S. Army Judge Advocate General’s (JAG) Corps. As a JAG officer, he practiced law and had the distinction of prosecuting criminal cases in the District Court of Maryland as a Special Assistant U.S. Attorney. Over the course of three years, he received two Army Achievement Medals and one Army Commendation Medal. Mr. Groves completed nine years with the Anne Arundel Medical Center Board of Trustees, chairing their international captive insurance company board for eight years. Mr. Groves received his Bachelor of Science degree, cum laude, in Hospitality Management from Bethune-Cookman University, and obtained his Juris Doctor from North Carolina Central University School of Law. The Board believes that Mr. Groves’s experience serving as an independent director, audit committee member, and chief legal officer of a large public corporation while assisting with the initial international introduction of such corporation’s products qualifies him to serve as a director.

Mr. Hyung Heon Kim has served as a member of the Board since July 2021 and was appointed as our President and Chief Executive Officer in August 2023. Previously, Mr. Kim was the General Counsel and a Vice President of Dong-A ST Co., Ltd. (“Dong-A”) and Dong-A Socio Group, a Korean-based group of companies mainly engaged in the research, development, production and sale of pharmaceuticals, medical devices and APis. Mr. Kim served as General Counsel of Dong-A from January 2018 until August 2023 and as a Vice President of Dong-A from December 2020 until August 2023. Mr. Kim previously served as Executive Director of Dong-A from January 2018 through December 2020. Prior to his roles with Dong-A, Mr. Kim was Head of International Legal Affairs for Dong-A Socio Holdings Co., Ltd. (“Dong-A Holdings”), a Korean-based holdings company for the Dong-A Socio group of companies from 2012 to 2018. From April 2021 to December 2025, Mr. Kim served as a director of AnaPath Services GmbH, a private Swiss-based provider of scientific research and development services, and STP America Research Corp, a private New Jersey-based research and development company. Prior to joining Dong-A Socio Group, Mr. Kim served as legal counsel to SK Energy Co., Ltd. and SK Innovation Co., Ltd. from 2008 to 2011. Mr. Kim received his Bachelor of Law degree from Soongshil University in Korea, and obtained his Juris Doctor from Washington University School of Law. The Board believes that Mr. Kim’s experiences gained as General Counsel and Head of International

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Legal Affairs to an established pharmaceutical group of companies qualify him to serve as a director. In addition, his day-to-day leadership of MetaVia gives him critical insights into our operations, strategy and competition, and he facilitates the Board’s ability to perform its oversight function.

Mr. Andrew I. Koven has served as a member of the Board since July 2021, and Chair of the Board since January 2022. Mr. Koven previously served as the Lead Independent Director of Kala Bio, Inc. (“Kala”) (Nasdaq: KALA), a public biopharmaceutical company focused on the discovery, development and commercialization of innovative therapies for diseases of the eye, from December 2018 to January 2026. He was also a member of Kala’s board of directors from September 2017 to January 2026, during which time he served as Chair of Kala’s compensation committee and as a member of the audit committee. Mr. Koven was, until his retirement in January 2019, the President and Chief Business Officer of Aralez and served in that role with the company’s predecessor, Pozen Inc. (“Pozen”), commencing in June 2015. Prior to joining Pozen, Mr. Koven served as Executive Vice President, Chief Administrative Officer and General Counsel of Auxilium Pharmaceuticals Inc., a public specialty biopharmaceutical company, from February 2012 until January 2015, when it was acquired by Endo. Mr. Koven served as President and Chief Administrative Officer and a member of the board of directors of Neurologix, Inc. (“Neurologix”), a company focused on the development of multiple innovative gene therapy development programs, from September 2011 to November 2011. Before Neurologix, Mr. Koven served as Executive Vice President and Chief Administrative and Legal Officer of Inspire Pharmaceuticals, Inc., a public specialty pharmaceutical company, from July 2010 until May 2011 when it was acquired by Merck & Co., Inc. (NYSE: MRK). Previously, Mr. Koven served as Executive Vice President, General Counsel and Corporate Secretary of Sepracor Inc. (now Sunovion), a public specialty pharmaceutical company, from March 2007 until February 2010 when it was acquired by Dainippon Sumitomo Pharma Co., Ltd. Prior to joining Sepracor, Mr. Koven served as Executive Vice President, General Counsel and Corporate Secretary of Kos Pharmaceuticals, Inc., a public specialty pharmaceutical company, from August 2003 until its acquisition by Abbott Laboratories (now AbbVie) in December 2006. Mr. Koven began his career in the pharmaceutical industry first as an Assistant General Counsel and then as Associate General Counsel at Warner-Lambert Company from 1993 to 2000, followed by his role as Senior Vice President and General Counsel at Lavipharm Corporation from 2000 to 2003. From 1986 to 1992, he was a corporate associate at Cahill, Gordon & Reindel in New York. From 1992 to 1993, he served as Counsel, Corporate and Investment Division, at The Equitable Life Assurance Society of the U.S. Mr. Koven holds a Master of Laws (LL.M.) Degree from Columbia University School of Law and a Bachelor of Laws (LL.B.) Degree and B.A. Degree in Political Science from Dalhousie University. The Board believes that Mr. Koven’s extensive experience in the pharmaceutical industry qualifies him to serve as a director.

Mr. Mark A. Glickman has served as a member of the Board since May 2023. Mr. Glickman has also served as a member of the board of Otsuka Precision Health since March 2024. Since December 2023, Mr. Glickman has served as President and Chief Executive Officer of BioFlorida, Inc., an association representing life sciences and research organizations based in Florida. Previously, Mr. Glickman served as the Co-Chief Executive Officer for TherapeuticsMD, Inc. (“TXMD”) (Nasdaq: TXMD), a women’s healthcare product company, from September 2022 through the sale of the assets of TXMD, Inc. to Mayne Therapeutics (now Mayne Pharma Group Ltd) in January 2023. Mr. Glickman also served as Chief Business Officer, Commercial of TXMD, since June 2021 through the sale of assets of TXMD. Previously, Mr. Glickman served as the Chief Commercial Officer for Esperion Therapeutics, Inc. (Nasdaq: ESPR) from 2018 until December 2020, where he developed and led the commercial division in the launch of the company’s first cardiovascular prescription therapy. From June 2015 to March 2018, Mr. Glickman served as the Chief Commercial Officer for Aralez Pharmaceuticals, Inc. (“Aralez”), a public specialty pharmaceutical company, where he built out and led the first commercial effort for a previously clinical organization. Prior to June 2015, Mr. Glickman was Executive Vice President of Sales and Marketing for Auxilium Pharmaceuticals Inc., which was acquired by Endo International plc (“Endo”) in January 2015, where he led all commercial efforts for a portfolio of thirteen pharmaceutical products. Mr. Glickman’s previous positions include Senior Vice President of Sales and Marketing and Vice President of Medical Devices for Otsuka America Pharmaceuticals Inc. and Marketing Head, Regional Sales Director and Vice President of Sales and Operations at Kos Pharmaceuticals (Abbott Laboratories, now AbbVie Inc. (NYSE: ABBV)), where he expanded his skills in the commercial products area. Mr. Glickman received a Bachelor of Arts degree in Political Science from S.U.N.Y. Oswego, and a Master of Business Administration in Finance and International Management from the N.Y.U. Stern School of Business. The Board believes that Mr. Glickman’s 30 years of experience in the pharmaceutical and medical device industry qualifies him to serve as a director.

Mr. Michael Salsbury has served as a member of the Board since December 2019. Since June 2025, Mr. Salsbury has served as Secretary and General Counsel of Current Health, Inc. (“Current Health”), a provider of remote care management services and products. Prior to his current role at Current Health, Mr. Salsbury served as Counsel to the

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company from May 2021 to August 2024. Current Health was acquired by Best Buy Co., Inc. (NYSE: BBY) in November 2021. From September 2017 to May 2022, Mr. Salsbury served as Counsel to Verisma Systems, Inc., a provider of cloud-based automated disclosure management systems; and from February 2013 to July 2017, he served as Secretary and General Counsel to Best Doctors, Inc., a provider of expert medical opinions. Best Doctors was acquired by Teladoc Health, Inc. (NYSE: TDOC) in July 2017. Mr. Salsbury has more than 25 years’ experience as a senior executive with public and private companies and at a private law practice. Mr. Salsbury received a J.D. and M.B.A. from the University of Virginia and a B.A. from Dartmouth College. The Board believes that Mr. Salsbury’s legal expertise and his experience serving as general counsel and secretary of a Fortune 100 corporation qualifies him to serve as a director.

There are no familial relationships among any of our directors, director nominees and executive officers.

Involvement in Certain Previous Legal Proceedings

Mr. Glickman served as Chief Commercial Officer at Aralez from June 2016 to March 2018, Mr. Koven served as President and Chief Business Officer of Aralez’s predecessor, Pozen, and then at Aralez from June 2015 to January 2019, and Dr. Tursi served as Chief Medical Officer of Pozen and then Aralez from 2015 until August 2018, and served as Executive Vice President – Global R&D for Endo from January 2022 until October 2025. Each of Aralez and Endo and certain of their respective affiliates filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code on August 10, 2018 and August 16, 2022, respectively.

Non-Employee Director Compensation

Our non-employee directors receive a mix of cash and share-based compensation intended to encourage non-employee directors to continue to serve on the Board, further align the interests of the directors and stockholders, and attract new non-employee directors with outstanding qualifications. Directors who are employees or officers of the Company do not receive any additional compensation for Board service.

The following table provides compensation information for the fiscal year ended December 31, 2025 for each non-employee member of the Board.


Name	Fees Earned or Paid in Cash⁽¹⁾ ($)	Stock Awards⁽²⁾ ($)	Total ($)
Mark A. Glickman	55,000	18,099	73,099
Jason L. Groves	45,000	18,099	63,099
Andrew I. Koven	94,000	18,099	112,099
Michael Salsbury	52,000	18,099	70,099
D. Gordon Strickland	64,000	18,099	82,099
James P. Tursi, M.D.	45,000	18,099	63,099

(1)	The amounts in this column represent the value of annual cash earned from retainers by directors serving on the Board and committees of the Board in 2025.

(2)

Amounts reported reflect the aggregate grant date fair value of 2,558 restricted stock units (“RSUs”) granted to each of our directors for service in 2025, whose grant date fair value was determined based on the closing sales price of our Common Stock as reported on Nasdaq on the date of grant. The amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.

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Non-Employee Director Compensation Policy

In May 2024, the compensation committee recommended, and the Board approved our Amended and Restated Non-Employee Director Compensation Policy (as further amended in November 2024, the “Amended Non-Employee Director Compensation Policy”). Under the Amended Non-Employee Director Compensation Policy, all of our non-employee directors receive an annual cash retainer of $40,000 for Board service except for the Non-Executive Chair of the Board who receives an annual cash retainer of $75,000. Additionally, directors receive an additional cash retainer for serving as a committee chair or member as follows:


	Audit Committee ($)	Compensation Committee ($)	Nominating and Corporate Governance Committee ($)
Committee chair	18,000	12,000	10,000
Committee member (other than the chair)	9,000	6,000	5,000

In April 2026, based on the recommendation of the compensation committee, the Board approved an amendment to our Amended and Restated Non-Employee Director Compensation Policy, contingent upon the approval of Proposal 4 by the Company’s stockholders, to increase the value of the Annual Grant (as defined below) from $20,000 to $34,000, effective for the year ending December 31, 2026.

Initial grant: For each non-employee director who is first elected or appointed to the Board on or following the effective date of the Amended Non-Employee Director Compensation Policy, at the close of business on the date of such non-employee director’s initial election or appointment to the Board, such non-employee director will be automatically, and without further action by the Board or the compensation committee, granted an RSU award covering a number of RSUs equal to (a) $40,000 divided by (b) the average fair market value of a share of our Common Stock for the 30 consecutive market trading days ending on and including the last market trading day prior to the grant date of such RSU award, rounded down to the nearest whole unit (each, an “Initial Grant”). Fifty percent of each Initial Grant will vest as of the date of grant and the remainder will vest in two equal installments on each subsequent anniversary of the date of grant, subject to the non-employee director’s continuous service on each vesting date.

Annual grant and prorated annual grant: At the close of business after the first annual meeting of the Company’s stockholders following the effective date of the Amended Non-Employee Director Compensation Policy and on the date of each subsequent annual meeting of the Company’s stockholders held following the initial annual meeting of stockholders (each, a “Company Annual Meeting”), each person who is then a non-employee director will be automatically, and without further action by the Board or the compensation committee, granted an RSU award covering a number of RSUs equal to (i) $20,000 divided by (ii) the average fair market value of a share of Common Stock for the 30 consecutive market trading days ending on and including the last market trading day prior to the grant date of such RSU award, rounded down to the nearest whole unit (each, an “Annual Grant”).

In addition, for each non-employee director who is first elected or appointed to the Board after the first Company Annual Meeting following the effective date on a date other than the date of the Company Annual Meeting, at the close of business on the thirtieth (30^th) day following such non-employee director’s initial election or appointment to the Board, such non-employee director will be automatically, and without further action by the Board or the compensation committee, granted an RSU award covering a number of RSUs equal to (i) $20,000 divided by (ii) the average fair market value of a share of Common Stock for the 30 consecutive market trading days ending on and including the last market trading day prior to the grant date of such RSU award, multiplied by a fraction, the numerator of which equals 365 minus the total number of days, as of the grant date of such RSU award, that have occurred since the last Company Annual Meeting and the denominator of which equals 365, rounded down to the nearest whole unit (each, a “Prorated Annual Grant”).

Each Annual Grant and Prorated Annual Grant will vest in full on the earlier of the (i) one-year anniversary of the grant date of the Annual Grant or Prorated Annual Grant, as applicable, and (ii) date immediately prior to the date of the Company Annual Meeting following the grant date of such Annual Grant or Prorated Annual Grant, as applicable, subject to the non-employee director’s continuous service on the vesting date.

Retainer grant: Each non-employee director may elect to forego receiving payment of all (but not less than all) of the annual cash retainers described above that he is otherwise eligible to receive for the period during the Company’s fiscal year that the election applies commencing on the first day of such fiscal year (or if the non-employee director makes the election in the Company’s fiscal year that the election applies, on the first day of the Company’s fiscal quarter

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next following the Company’s fiscal quarter in which the election is made) and ending on the last day of such fiscal year and instead receive an RSU award (the “Retainer Grant”), provided such election is timely made and complies with certain other requirements specified in the Amended Non-Employee Director Compensation Policy. If a non-employee director timely makes the election described above in accordance with the Amended Non-Employee Director Compensation Policy, on the first day of the Company’s fiscal year that the election applies (or if the non-employee director makes the election in the Company’s fiscal year that the election applies, on the first day of the Company’s fiscal quarter following the Company’s fiscal quarter in which the election is made), the non-employee director will be automatically granted a Retainer Grant covering a number of RSUs equal to the (i) aggregate amount of the annual cash retainers that the non-employee director is eligible to receive under the Amended Non-Employee Director Compensation Policy for the applicable period to which the election applies divided by (ii) average fair market value of a share of the Company’s Common Stock for the 30 consecutive market trading days ending on and including the last market trading day prior to the grant date of such Retainer Grant, rounded down to the nearest whole unit. Each Retainer Grant will vest in equal quarterly installments over the period commencing on the grant date of the Retainer Grant and ending on the last day of the fiscal year in which the Retainer Grant is granted, subject to the non-employee director’s continued service on each vesting date.

Deferral of settlement of RSU awards: Each non-employee director may elect to defer the delivery of shares in settlement of any RSU award granted under the Amended Non-Employee Director Compensation Policy that would otherwise be delivered to such non-employee director on or following the date such award vests pursuant to the terms of a deferral election such non-employee director makes in accordance with the Amended Non-Employee Director Compensation Policy.

Change of Control; Death; Disability: Each RSU award held by a non-employee director that is granted under the Non-Employee Director Compensation Policy, including the awards described above, will fully vest upon such non-employee director’s death or disability (as defined in the MetaVia Inc. 2022 Amended and Restated Equity Incentive Plan (the “2022 Equity Incentive Plan”)), or immediately prior to the consummation of a Change in Control (as defined in our 2022 Equity Incentive Plan), in each case to extent such award is outstanding immediately prior to the occurrence of such event.

Non-employee director compensation limit: The aggregate value of all compensation granted or paid, to any non-employee director with respect to any fiscal year of the Company, including awards granted and cash fees paid by the Company to such non-employee director, will not exceed the limits set forth in our 2022 Equity Incentive Plan, currently, (1) $750,000 in total value or (2) if such non-employee director first joins the Board during such fiscal year, $1,000,000 in total value.

All RSU awards shall be issued pursuant to the terms of the Company’s 2022 Equity Incentive Plan.

THE BOARD RECOMMENDS A VOTE “FOR ALL” IN THE ELECTION OF THE NOMINATED

CLASS I DIRECTORS.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of our Common Stock, as of the Record Date:

•	each person, or group of affiliated persons, known by us to beneficially own more than 5% of our Common Stock;

•	each of our named executive officers;

•	each of our directors and nominees for director; and

•	all of our current executive officers and directors as a group.

The table lists the applicable percentage of ownership based on an aggregate of 5,164,370 shares of Common Stock outstanding as of the Record Date. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of our Common Stock issuable pursuant to: (i) the exercise of stock options that are either immediately exercisable or exercisable on or before June 12, 2026, which is 60 days after the Record Date; (ii) the vesting of RSUs on or before June 12, 2026, which is 60 days after the Record Date; and (iii) outstanding warrants to purchase Common Stock held by that person that are either immediately exercisable or exercisable on or before June 12, 2026, which is 60 days after the Record Date. These shares of Common Stock are deemed to be outstanding and beneficially owned by the person holding those stock options, RSUs or warrants, for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them, subject to applicable community property laws.

Except as otherwise noted below, the address for each person or entity listed in the table is c/o MetaVia Inc., 545 Concord Avenue, Suite 210, Cambridge, Massachusetts 02138.


Name of Beneficial Owner	Shares Beneficially Owned⁽¹⁾ (#)	Percent (%)
Greater than 5% stockholders
Dong-A ST Co., Ltd.⁽²⁾	908,698	17.6%
Dong-A Socio Holdings Co., Ltd.⁽³⁾	857,874	16.6%
Directors and Named Executive Officers
Mark A. Glickman⁽⁴⁾	3,443	*
Jason L. Groves⁽⁵⁾	4,181	*
Andrew I. Koven⁽⁶⁾	4,182	*
Hyung Heon Kim⁽⁷⁾	5,552	*
Michael Salsbury⁽⁵⁾	4,181	*
D. Gordon Strickland⁽⁸⁾	4,175	*
James P. Tursi, M.D.⁽⁴⁾	3,382	*
Marshall H. Woodworth⁽⁹⁾	1,719	*
All current executive officers and directors as a group (8 persons)	30,815	*

*	Indicates beneficial ownership of less than one percent.

(1)	Includes shares underlying (i) options that are exercisable or will be exercisable within 60 days of the Record Date; and (ii) RSUs that are vested or will become vested, in each case, within 60 days of the Record Date.

(2)	Represents shares of Common Stock owned by Dong-A, a South Korean corporation, with an address of 64, Cheonho-daero, Dongdaemun-gu, Seoul, Republic of Korea.

(3)	Represents shares of Common Stock owned by Dong-A Holdings, a South Korean corporation, with an address of 64, Cheonho-daero, Dongdaemun-gu, Seoul, Republic of Korea.

(4)	Includes 2,558 shares of Common Stock underlying RSUs that will become vested within 60 days of the Record Date.

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(5)

Includes (i) 29 shares of Common Stock underlying options to purchase Common Stock that are exercisable within 60 days of the Record Date; (ii) 707 shares of Common Stock underlying vested RSUs whose Common Stock issuance was deferred under the terms of the RSU award; and (iii) 2,558 shares of Common Stock underlying RSUs that will become vested within 60 days of the Record Date.

(6)

Includes (i) 29 shares of Common Stock underlying options to purchase Common Stock that are exercisable within 60 days of the Record Date; (ii) 1,595 shares of Common Stock underlying vested RSUs whose Common Stock issuance was deferred under the terms of the RSU award; and (iii) 2,558 shares of Common Stock underlying RSUs that will become vested within 60 days of the Record Date.

(7)	Includes 7shares of Common Stock underlying options to purchase Common Stock that are exercisable within 60 days of the Record Date.

(8)	Includes (i) 22shares of Common Stock underlying options to purchase Common Stock that are exercisable within 60 days of the Record Date; and (ii) 2,558 shares of Common Stock underlying RSUs that will become vested within 60 days of the Record Date.

(9)	Includes 203 shares of Common Stock underlying RSUs that will vest within 60 days of the Record Date.

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EXECUTIVE OFFICERS

The following table provides information regarding our executive officers as of the Record Date:

See “Proposal 1 – Election of Class I Directors” for biographical and other information regarding Mr. Kim.

Mr. Marshall Woodworth served as our Acting Chief Financial Officer from October 25, 2023 until his appointment as our Chief Financial Officer on March 1, 2024. Previously, Mr. Woodworth served as the Chief Financial Officer of Nevakar Inc. and its respective subsidiaries (Nevakar Injectables Inc. and Vyluma Inc.) from May 2017 through May 2023, where Mr. Woodworth was responsible for the accounting, financing, legal and human resources functions. From October 2015 through October 2016, Mr. Woodworth served as the Chief Financial Officer of Braeburn Pharmaceuticals Inc., where Mr. Woodworth led and coordinated the accounting, finance and treasury functions. From May 2014 to July 2015, Mr. Woodworth served as the Chief Financial Officer of Aerocrine AB, where Mr. Woodworth had responsibility for directing and coordinating the accounting and finance, FRS (Swedish SEC) reporting, investor relations, human resources and legal aspects of the company. From January 2010 through February 2014, Mr. Woodworth served as Chief Financial Officer of Furiex Pharmaceuticals, Inc. (Nasdaq: FURX), where Mr. Woodworth led a multi-disciplinary team and managed accounting, finance, SEC reporting, financial planning, analysis and reporting, and treasury functions. Mr. Woodworth received a Bachelor of Science degree from the University of Maryland and a Master of Business Administration degree in Finance from Indiana University.

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EXECUTIVE COMPENSATION

Summary Compensation Table for 2025 and 2024

The following table presents summary information regarding the total compensation for services rendered in all capacities that were earned by our named executive officers during the fiscal years ended December 31, 2025 and 2024.


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	All Other Compensation⁽¹⁾ ($)	Total ($)
Hyung Heon Kim, President and Chief Executive Officer	2025	479,723	239,862	—	36,743	756,328
	2024	460,125	220,163	—	36,116	716,404
Marshall H. Woodworth, Chief Financial Officer	2025	393,300	157,320	—	12,365	562,985
	2024	316,667	120,663	209,015	128,354	774,699

(1)	All Other Compensation for 2025 was related to health and welfare benefits paid by MetaVia.

Narrative Disclosure to Summary Compensation Table for 2025 and 2024

Agreements with Our Named Executive Officers

We entered into an employment agreement with Mr. Kim in connection with his appointment as our President and Chief Executive Officer in August 2023 (the “Kim Employment Agreement”). In October 2023, Mr. Woodworth was appointed as the Acting Chief Financial Officer of MetaVia, pursuant to an engagement agreement with WhiteCap Search Holdings, LLC (“WhiteCap”). In March 2024, we entered into an employment agreement with Mr. Woodworth in connection with his appointment as Chief Financial Officer of MetaVia (the “Woodworth Employment Agreement”).

Hyung Heon Kim

We entered into the Kim Employment Agreement with Mr. Kim in connection with his appointment as our Chief Executive Officer and President in August 2023. Under the terms of the Kim Employment Agreement, we agreed to provide Mr. Kim: (i) an annual base salary of $450,000, reviewed annually; (ii) an annual discretionary bonus targeted at 50% of his base salary, as determined in the sole discretion of the Board or committee thereof; (iii) the right to participate in the benefit programs and arrangements that we make available to our employees, including paid vacation and sick leave, contributory and non-contributory welfare and benefit plans, disability plans, and medical, death benefit and life insurance plans for which Mr. Kim is eligible under the terms of those plans; and (iv) a RSU award for 7,103 shares of our Common Stock pursuant to the terms of a RSU grant notice and form award agreement (the “Kim RSU Award”) under our 2022 Equity Incentive Plan. The Kim RSU Award vested as to 50% of the shares underlying the Kim RSU Award on the first anniversary of Mr. Kim’s employment with MetaVia, and the remaining shares subject to the Kim RSU Award vested and become exercisable in equal monthly installments on the last day of each full month over the twelve (12) months following the first anniversary of Mr. Kim’s employment with us.

In the event of Mr. Kim’s death during the employment period or a termination due to disability, Mr. Kim or his beneficiaries or legal representatives shall be entitled to receive (i) any annual base salary earned, but unpaid, for services rendered to MetaVia on or prior to the date on which the employment period ends, (ii) unreimbursed expenses and (iii) certain other benefits provided for in the employment agreement (the “Kim Unconditional Entitlements”). In the event of termination for cause by MetaVia or the termination of employment as a result of resignation without good reason, Mr. Kim shall be provided the Kim Unconditional Entitlements.

In the event of a resignation by Mr. Kim for good reason or the exercise by MetaVia of its right to terminate Mr. Kim other than for cause, death or disability, Mr. Kim will receive the Kim Unconditional Entitlements and, subject to Mr. Kim signing and delivering to us and not revoking a general release of claims in favor of MetaVia and certain related parties, we shall pay a severance amount to Mr. Kim equal to fifty percent (50%) of Mr. Kim’s then-current base salary (the “Severance Amount”) and pay for Mr. Kim’s continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for a period of six (6) months following Mr. Kim’s termination (the “Kim Conditional Benefits”).

In the event of a resignation by Mr. Kim for good reason, the exercise by MetaVia of its right to terminate Mr. Kim other than for cause, death or disability, in each case, within twelve (12) months following or three (3) months prior to

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the effective date of a Change in Control (as defined in the Kim Employment Agreement), Mr. Kim will receive the following: (i) the Kim Unconditional Entitlements and the Kim Conditional Benefits less the Severance Amount; (ii) an amount equal to the product of 1.0 times the sum of Mr. Kim’s annual base salary and target annual cash bonus, less the Non-Compete Amount (as defined in the Kim Employment Agreement), if applicable; and (iii) accelerated vesting of all equity awards that were assumed, continued or substituted by the surviving or acquiring corporation in the Change in Control and remain subject to time-based vesting conditions, if any.

In addition, Mr. Kim entered into an Employee Proprietary Information and Invention Assignment Agreement that applies during the term of Mr. Kim’s employment and thereafter.

Marshall H. Woodworth

In October 2023, Mr. Woodworth was appointed as the Acting Chief Financial Officer of MetaVia, pursuant to an engagement agreement with WhiteCap, dated February 3, 2023. Mr. Woodworth received his compensation and benefits from WhiteCap. In connection with the appointment of Mr. Woodworth as our Acting Chief Financial Officer, we paid WhiteCap approximately $375.00 per hour under the engagement agreement for services rendered to MetaVia by Mr. Woodworth.

In March 2024, we entered into the Woodworth Employment Agreement with Mr. Woodworth in connection with his appointment as Chief Financial Officer of MetaVia. The Woodworth Employment Agreement has an initial term of two (2) years beginning on March 1, 2024 (“Initial Term”) and automatically renews for an additional one-year period at the end of the Initial Term and each anniversary thereafter (“Renewal Term”), provided that at least 60 days prior to the expiration of the Initial Term or any Renewal Term the Board does not notify Mr. Woodworth of its intention not to renew.

Under the terms of Woodworth Employment Agreement, we agreed to provide Mr. Woodworth: (i) an annual base salary of $380,000, reviewed annually; (ii) an annual discretionary bonus targeted at 40% of his base salary, as determined in the sole discretion of the Board or committee thereof; (iii) the right to participate in the benefit programs and arrangements that we make available to our employees, including paid vacation and sick leave, contributory and non-contributory welfare and benefit plans, disability plans, and medical, death benefit and life insurance plans for which Mr. Woodworth is eligible under the terms of those plans; and (iv) a RSU award for 3,045 shares of our Common Stock pursuant to the terms of a RSU grant notice and form award agreement (the “Woodworth RSU Award”) under our 2022 Equity Incentive Plan. The Woodworth RSU Award vests as follows: (i) 30% of the shares underlying the Woodworth RSU Award on the first anniversary of the grant; (ii) 30% of the shares underlying the Woodworth RSU Award on the second anniversary of the grant date; and (iii) the remaining shares subject to the Woodworth RSU Award, shall vest and become exercisable in equal monthly installments on the last day of each full month over the twelve (12) months following the first anniversary of grant date.

If during the period Mr. Woodworth is employed by MetaVia, we consummate a Change in Control (as defined in the Woodworth Employment Agreement) and the Woodworth RSU Award is not assumed, continued or substituted by the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) in such Change in Control in the manner contemplated by our 2022 Equity Incentive Plan, then 100% of the unvested portion of the Woodworth RSU Award shall fully vest immediately prior to the effectiveness of such Change in Control.

In the event of Mr. Woodworth’s death during the employment period or a termination due to disability, Mr. Woodworth or his beneficiaries or legal representatives shall be entitled to receive any annual base salary earned, but unpaid, for services rendered to MetaVia on or prior to the date on which the employment period ends, unreimbursed expenses and certain other benefits provided for in the Woodworth Employment Agreement (the “Unconditional Entitlements”). In the event of termination for cause by MetaVia or the termination of employment as a result of resignation without good reason, Mr. Woodworth shall be provided the Unconditional Entitlements.

In the event of a resignation by Mr. Woodworth for good reason or the exercise by MetaVia of its right to terminate Mr. Woodworth other than for cause, death or disability, Mr. Woodworth will receive the Unconditional Entitlements and, subject to Mr. Woodworth signing and delivering to MetaVia and not revoking a general release of claims in favor of MetaVia and certain related parties, we shall pay a severance amount to Mr. Woodworth equal to twenty-five percent (25%) of Mr. Woodworth’s then-current annual base salary and pay for Mr. Woodworth’s continued health insurance coverage under COBRA for a period of three (3) months (the “Conditional Benefits”). In the event of a resignation by Mr. Woodworth for good reason or the exercise by MetaVia of its right to terminate Mr. Woodworth other than for cause, death or disability, in each case, within twelve (12) months following or three (3) months prior to the effective date of

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a Change in Control, Mr. Woodworth will receive the following: (i) the Unconditional Entitlements and the Conditional Benefits less the Severance Amount; (ii) an amount equal to the product of 0.50 times the sum of Mr. Woodworth’s annual base salary and target annual cash bonus, less the Non-Compete Amount (as defined in the Woodworth Employment Agreement), if applicable; and (iii) accelerated vesting of all equity awards that were assumed, continued or substituted by the surviving or acquiring corporation in the Change in Control and remain subject to time-based vesting conditions, if any.

Outstanding Equity Awards at Fiscal Year-End 2025

The following table sets forth information regarding outstanding stock option and RSU awards held by our named executive officers as of December 31, 2025:

Option Awards

Stock Awards

Name

Grant Date

Number of

Securities

Underlying

Unexercised

Options

(Exercisable)

(#)

Option

Exercise

Price

($)

Option

Expiration

Date

Number of

Share of

Stock That

Haven

Not Vested

(#)

Market

Value of

Share of

Stock That

Have

Not Vested⁽¹⁾

($)

Hyung Heon Kim

June 9, 2022

1,274.40

June 9, 2032

—

Marshall Woodworth

March 1, 2024

—

2,132⁽²⁾

17,951

(1)	This column shows the market value of the unvested RSUs held by our named executive officers based on $8.42 per share, the closing price of our Common Stock on December 31, 2025 (the last trading day of 2025).

(2)	913 shares vested on March 1, 2026 and the remaining 1,219 shares will vest in twelve equal installments on the last day of each full month following March 1, 2026, subject to continuing service.

Policy on Timing of Option Grants

During 2025, we did not grant stock options to our executive officers, directors or employees. Our compensation committee has not established policies and practices regarding the timing of stock option grants in relation to the release of material non-public information and does not take material non-public information into account when determining the timing and terms of stock option awards to executive officers. We do not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

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Pay Versus Performance Disclosure

In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and non-PEO named executive officers (“NEOs”) and Company performance for the fiscal years listed below. The compensation committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.


Year	Summary Compensation Table Total for PEO 1⁽¹⁾	Compensation Actually Paid to PEO 1⁽²⁾⁽³⁾	Summary Compensation Table Total for PEO 2⁽¹⁾	Compensation Actually Paid to PEO 2⁽²⁾⁽⁴⁾	Summary Compensation Table Total for PEO 3⁽¹⁾	Compensation Actually Paid to PEO 3⁽²⁾⁽⁵⁾	Average Summary Compensation Table Totals for non-PEO NEOs⁽¹⁾	Average Compensation Actually Paid to non-PEO NEO⁽²⁾⁽⁶⁾	Value of Initial Fixed $100 Investment Based On:	Net Income (Loss) (thousands)
Year	Summary Compensation Table Total for PEO 1⁽¹⁾	Compensation Actually Paid to PEO 1⁽²⁾⁽³⁾	Summary Compensation Table Total for PEO 2⁽¹⁾	Compensation Actually Paid to PEO 2⁽²⁾⁽⁴⁾	Summary Compensation Table Total for PEO 3⁽¹⁾	Compensation Actually Paid to PEO 3⁽²⁾⁽⁵⁾		Average Compensation Actually Paid to non-PEO NEO⁽²⁾⁽⁶⁾	Total Shareholder Return	Net Income (Loss) (thousands)
2025	—	—	—	—	$756,328	$723,644	$562,985	$527,591	$13.33	$(12,973)
2024	—	—	—	—	$716,404	$647,143	$774,699	$633,681	$35.34	$(27,592)
2023	$116,807	$116,341	$432,000	$432,000	$664,055	$565,998	$154,500	$154,500	$64.36	$(12,470)

(1)

Dr. Gil Price (PEO 1) was appointed as our President and Chief Executive Officer and became our PEO as of November 3, 2021 and through January 2023. Joseph Hooker (PEO 2) served as our Interim President and Chief Executive Officer from January 2023 to August 2023 and was contracted to us from Korn Ferry. Hyung Heon Kim (PEO 3) was appointed as our Chief Executive Officer and President in August 2023. The Summary Compensation Total for PEO 1, PEO 2 and PEO 3 and the Average Summary Compensation Table Totals for non-PEO NEO are derived from the dollar amounts of total compensation paid for each individual in the corresponding fiscal year in the “Total” column of the Summary Compensation Table in this Proxy Statement and in the Company’s proxy statement for the fiscal year ended December 31, 2023. The non-PEO NEO for whom the average compensation is presented in this table for 2023, 2024 and 2025 is Marshall H. Woodworth, who served as our Acting Chief Financial Officer from October 25, 2023 until his appointment as our Chief Financial Officer on March 1, 2024.

(2)

The amounts shown as Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the applicable PEO or non-PEO NEO. These amounts reflect total compensation as set forth in the Summary Compensation Table for each year, adjusted with respect to Dr. Price, Mr. Kim and Mr. Woodworth as described in footnotes 3, 5 and 6 below, respectively.

(3)	Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for Dr. Price (PEO 1) as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718.


PEO 1
Prior FYE Current FYE Fiscal Year	12/31/2022 12/31/2023 2023	12/31/2023 12/31/2024 2024	12/31/2024 12/31/2025 2025
SCT Total	$116,807	—	—
Minus Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year	—	—	—
Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year	—	—	—
Plus Change in Fair Value of Outstanding and Unvested Options Awards and Stock Awards Granted in Prior Fiscal Years	—	—	—
Plus Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year	—	—	—
Plus Changes in Fair Values as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year	—	—	—
Minus Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year	$(466)	—	—
Compensation Actually Paid	$116,341	—	—

(4)	Compensation Actually Paid was equal to the total compensation set forth in the Summary Compensation Table as none of the exclusions and inclusions to determine Compensation Actually Paid were applicable.

(5)	Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for Mr. Kim (PEO 3) as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718.

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PEO 3
Prior FYE Current FYE Fiscal Year	12/31/2022 12/31/2023 2023	12/31/2023 12/31/2024 2024	12/31/2024 12/31/2025 2025
SCT Total	$664,055	$716,404	$756,328
Minus Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year	$(386,915)	—	—
Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year	$288,858	—	—
Plus Change in Fair Value of Outstanding and Unvested Options Awards and Stock Awards Granted in Prior Fiscal Years	—	$(48,840)	—
Plus Changes in Fair Values as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year	—	$(20,421)	$(32,684)
Compensation Actually Paid	$565,998	$647,143	$723,644

(6)	Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for Mr. Woodworth (non-PEO NEO) as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718.


Non-PEO NEO
Prior FYE Current FYE Fiscal Year	12/31/2022 12/31/2023 2023	12/31/2023 12/31/2024 2024	12/31/2024 12/31/2025 2025
SCT Total	$154,500	$774,699	$562,985
Minus Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year	—	$(209,015)	—
Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year	—	$67,997	—
Plus Change in Fair Value of Outstanding and Unvested Options Awards and Stock Awards Granted in Prior Fiscal Years	—	—	$(29,656)
Plus Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year	—	—	—
Plus Changes in Fair Values as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year	—	—	$(5,738)
Compensation Actually Paid	$154,500	$633,681	$527,591

Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)

The following chart sets forth the relationship between Compensation Actually Paid (“CAP”) to our PEOs, the average CAP to our non-PEO NEO, and the Company’s TSR over the three most recently completed fiscal years.

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Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income (Loss)

The following chart sets forth the relationship between CAP to our PEOs, the average of CAP to our non-PEO NEO, and the Company’s net income (loss) over the three most recently completed fiscal years.

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CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

The following includes a summary of transactions since January 1, 2024 to which we have been a party, in which the amount involved in the transaction exceeded the lesser of $120,000 or 1% of the average of the Company’s total assets at year-end for the last two completed fiscal years, and in which any of our directors, nominees for director, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

Recent Transactions with Dong-A

2024 Private Placement

On June 23, 2024, we entered into a Securities Purchase Agreement (the “2024 Securities Purchase Agreement”) with Dong-A and another institutional investor (the “2024 Private Placement”). Pursuant to the 2024 Securities Purchase Agreement, we issued to Dong-A 231,320 shares of our Common Stock, Series A Warrants to purchase up to 231,320 shares of our Common Stock (the “Series A Warrants”), and Series B Warrants to purchase up to 693,962 shares of our Common Stock (the “2024 Series B Warrants”) in a private placement pursuant to Section 4(a)(2) and Regulation D promulgated under the Securities Act. The Series A Warrants and the 2024 Series B Warrants have an exercise price of $43.23 per share and became exercisable as of September 18, 2024, which is the effective date of stockholder approval received at the company’s special meeting of stockholders for the issuance of the shares of Common Stock upon exercise of the Series A Warrants and the 2024 Series B Warrants. In connection with the 2024 Securities Purchase Agreement, Dong-A entered into a voting agreement, whereby it agreed to vote all shares of Common Stock that it or its affiliate beneficially owned with respect to any proposals presented to stockholders for approval on September 18, 2024. The Series A Warrants expired in June 2025, and the 2024 Series B Warrants will expire on the earlier of the five years anniversary of September 18, 2024 and within six months following the public announcement of MetaVia receiving positive Phase 1 Part 3 data readout for DA-1726.

In connection with the 2024 Private Placement, on June 23, 2024, we entered into a registration rights agreement with Dong-A and another institutional investor, pursuant to which, among other things, we were required to prepare and file with the SEC one or more registration statements to register for resale the shares of Common Stock sold in the 2024 Private Placement to Dong-A, as well as the shares issued to the other institutional investor in the 2024 Private Placement and in the registered direct offering (including the shares of Common Stock issuable upon exercise of the warrants issued in such offerings). On July 18, 2024, we filed a registration statement on Form S-1 to register such securities (the “Resale Registration Statement”). The Resale Registration Statement was declared effective by the SEC on July 24, 2024.

2025 Private Placement

In May 2025, we entered into a Securities Purchase Agreement (the “2025 Securities Purchase Agreement”) with Dong-A and Dong-A Holdings (the “2025 Private Placement”). Pursuant to the 2025 Securities Purchase Agreement, we issued (i) 861,758 shares of Common Stock for a price of $7.81 per share, and (ii) 418,651 pre-funded Common Stock purchase warrants to purchase up to 418,651 shares of Common Stock for a purchase price of $7.799 per pre-funded warrant (the “Private Placement Pre-Funded Warrants”), in a private placement pursuant to Section 4(a)(2) and Regulation D promulgated under the Securities Act. Each Private Placement Pre-Funded Warrant has an exercise price of $0.011 per share, and will be exercisable beginning on the effective date of receiving stockholder approval for the shares of Common Stock underlying the Private Placement Pre-Funded Warrants. Under the terms of the Private Placement Pre-Funded Warrants, we may not affect the exercise of any such Private Placement Pre-Funded Warrant, and a holder will not be entitled to exercise any portion of any Private Placement Pre-Funded Warrant, if, upon giving effect to such exercise, the aggregate number of shares of Common Stock beneficially owned by the holder (together with its affiliates, other persons acting or who could be deemed to be acting as a group together with the holder or any of the holder’s affiliates, and any other persons whose beneficial ownership of Common Stock would or could be aggregated with the holder’s or any of the holder’s affiliates for purposes of Section 13(d) or Section 16 of the Exchange Act) would exceed 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise (the “Beneficial Ownership Limitation”), as such percentage ownership is calculated in accordance with Section 13(d) of the Exchange Act and the applicable regulations of the SEC. A holder may increase or decrease the Beneficial Ownership Limitation to a higher or lower percentage (not to exceed 19.99%), effective 61 days after written notice to us. Any such increase or decrease will apply only to that holder and not to any other holder of the Private Placement Pre-Funded Warrants.

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In connection with the 2025 Private Placement, in May 2025, we entered into a registration rights agreement (the “Registration Rights Agreement”) with Dong-A and Dong-A Holdings, pursuant to which, among other things, we were required to prepare and file with the SEC one or more registration statements to register for resale the shares of Common Stock issued and underlying the Private Placement Pre-Funded Warrants that were sold in the 2025 Private Placement. The Registration Rights Agreement provides Dong-A and Dong-A Holdings with demand and piggyback registration rights, including the right to two long-form registration statements. In addition, we agreed to file, within 30 days following the receipt of stockholder approval, a registration statement to (i) register the shares and Private Placement Pre-Funded Warrants sold in the 2025 Private Placement (the “Registrable Securities”); and (ii) to use commercially reasonable efforts to cause each registration statement to be declared effective under the Securities Act, as promptly as possible after the filing thereof, but in any event no later than the 60th day after the receipt of stockholder approval (or in case the SEC reviews the registration statement, the 90th date after receiving stockholder approval); provided that if were are notified that the registration statement is not being reviewed or is no longer subject to comment, we are required to make the registration statement effective by the fourth trading day after such date. We have agreed to use commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such registration statement have been sold or are otherwise able to be sold pursuant to Rule 144. In July 2025, we filed a registration statement on Form S-3 to register such securities (the “July Resale Registration Statement”). The July Resale Registration Statement was declared effective by the SEC on July 10, 2025.

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PROPOSAL 2

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee has appointed BDO USA, P.C. as the independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2026.

At the Annual Meeting, the stockholders are being asked to ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Our audit committee is submitting the selection of BDO USA, P.C. to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. If this proposal does not receive the affirmative approval of a majority of the voting power of the shares present by remote communication or represented by proxy at the Annual Meeting and entitled to vote on the proposal, the audit committee would reconsider the appointment. Notwithstanding its selection and even if our stockholders ratify the selection, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the audit committee believes that such a change would be in our best interests and the interests of our stockholders.

Representatives of BDO USA, P.C. are expected to be present at the Annual Meeting by remote communication. They will have an opportunity to make a statement if they so desire.

Service Fees Paid to the Independent Registered Public Accounting Firm

The audit committee has considered the scope and fee arrangements for all services provided by BDO USA, P.C., taking into account whether the provision of non-audit-related services is compatible with maintaining BDO USA, P.C.’s independence. The following table presents fees for professional audit services rendered by BDO USA, P.C. for the audit of the annual financial statements for the years ended December 31, 2025 and 2024 (in thousands).


Fee Category	Fiscal Year 2025	Fiscal Year 2024
Audit Fees	$704	$570
Audit-Related Fees	—	—
Tax Fees	—	—
All Other Fees	—	—
Total Fees	$704	$570

Audit fees consist of fees billed for services relating to the audit of our annual financial statements and review of our quarterly financial statements, and services that are normally provided in connection with statutory and regulatory filings or engagements, comfort letters, reports on an issuer’s internal controls and review of documents to be filed with the SEC (e.g., periodic filings, registration statements, and company responses to SEC comment letters).

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our audit committee generally pre-approves all audit and permitted non-audit and tax services provided by the independent registered public accounting firm. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. Our audit committee may also pre-approve particular services on a case-by-case basis. All of the services relating to the fees described in the table above were approved by our audit committee.

THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL 2.

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PROPOSAL 3

APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO

EFFECT A REVERSE SPLIT OF OUR OUTSTANDING COMMON STOCK

General

The Board has unanimously approved an amendment to the Certificate of Incorporation to effect a reverse split of our shares of the Common Stock to occur any time prior to the first anniversary of its approval by the Company’s stockholders at a ratio in the range of 1-for-5 to 1-for-22, to be determined at the discretion of the Board, whereby each outstanding 5 to 22 shares of the Common Stock would be combined, converted and changed into one share of the Common Stock. A form of the certificate of amendment to the Certificate of Incorporation for the reverse stock split (the “Reverse Stock Split Certificate of Amendment”) is attached hereto as Appendix A. The following discussion is qualified in its entirety by the full text of the Reverse Stock Split Certificate of Amendment, which is incorporated herein by reference.

The Board has recommended that the proposed Reverse Stock Split Certificate of Amendment to effect the reverse stock split be presented to the Company’s stockholders for approval. If the Reverse Stock Split Certificate of Amendment is approved by the holders of majority of the votes cast at the Annual Meeting, the Board will have discretion to determine, as it deems to be in the best interest of the Company’s stockholders, the specific ratio to be used within the range described above and the timing of the reverse stock split, which must occur any time prior to the first anniversary of its approval by the Company’s stockholders. The Board believes that stockholder approval of the range of reverse stock split ratios (as opposed to approval of a single reverse stock split ratio) provides the Board with maximum flexibility to achieve the purpose of a reverse stock split, as discussed below, and therefore is in the best interests of the Company and its stockholders.

The Board may, in its discretion, determine not to effect the reverse stock split if it determines, subsequent to obtaining stockholder approval, that such action is not in the best interests of the Company. By voting in favor of the reverse stock split, you are expressly authorizing the Board to determine not to proceed with, and abandon, the reverse stock split if it should so decide.

Reasons for the Reverse Stock Split

Our Common Stock is traded on Nasdaq under the symbol “MTVA.” The Board is submitting the Reverse Stock Split Certificate of Amendment to our stockholders for approval with the primary intent of increasing the market price of our Common Stock on Nasdaq to enhance our ability to continue to meet the continued listing requirements of Nasdaq and to make our Common Stock more attractive to a broader range of institutional and other investors. In addition to increasing the market price of our Common Stock, a reverse stock split would also reduce certain of our costs, as discussed below. Accordingly, for these and other reasons discussed below, the Board is asking the stockholders to grant it the authority, at its discretion, to effect a reverse stock split, which the Board believes is in the best interests of the Company and its stockholders.

We believe that a reverse stock split will enhance our ability to maintain our listing on Nasdaq. Reducing the number of outstanding shares of our Common Stock should, absent other factors, increase the per share market price of our Common Stock, although we cannot provide any assurance that the price of our Common Stock would, whether immediately or over the longer term, reflect the proportionate ratio of any reverse stock split that we may effectuate.

Additionally, we believe that a reverse stock split will make our Common Stock more attractive to a broader range of institutional and other investors, as we have been advised that the current market price of our Common Stock may affect its acceptability to certain institutional investors, professional investors and other members of the investing public. Many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. In addition, some of those policies and practices may make the processing of trades in low-priced stocks economically unattractive to brokers. Moreover, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of our Common Stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher. We believe that a reverse stock split will make our Common Stock a more attractive and cost effective investment for many investors, which would enhance the liquidity of the holders of our Common Stock.

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Reducing the number of outstanding shares of our Common Stock through a reverse stock split is intended, absent other factors, to increase the per share market price of our Common Stock. However, other factors, such as our financial results, market conditions and the market perception of our business may adversely affect the market price of our Common Stock. As a result, there can be no assurance that a reverse stock split, if completed, will result in the intended benefits described above, that the market price of our Common Stock will increase following a reverse stock split or that the market price of our Common Stock will not decrease in the future. Additionally, we cannot assure you that the market price per share of our Common Stock after a reverse stock split will increase in proportion to the reduction in the number of shares of our Common Stock outstanding before the reverse stock split. Accordingly, the total market capitalization of our Common Stock after a reverse stock split may be lower than the total market capitalization before the reverse stock split. See “Certain Risk Factors Associated with the Reverse Stock Split or Nasdaq Delisting” below for more information.

Determination of the Reverse Stock Split Ratio

In determining the ratio to be used, the Board will consider various factors, including but not limited to:

•	the potential impact and anticipated benefits to the Company and its stockholders;

•	market conditions and existing and expected market price of the Common Stock at such time;

•	existing and expected marketability of the Common Stock;

•	the number of shares that will be outstanding after the reverse stock split;

•	the stockholders’ equity at such time; and

•	the trading volume of the Common Stock at such time.

Impact of the Reverse Stock Split, if Implemented

The Certificate of Incorporation currently authorizes the issuance of 100,000,000 shares of Common Stock, par value $0.001 per share. As of the Record Date, the Company had: 5,164,370 shares of Common Stock issued and outstanding, 420 shares of Common Stock issuable upon the exercise of outstanding stock options, 10,107,106 shares of Common Stock issuable upon the exercise of outstanding warrants, 138,613 shares of Common Stock issuable upon the vesting of RSUs, and 151,223 shares of Common Stock reserved for issuance under our 2022 Equity Incentive Plan and 2021 Inducement Plan (the “Inducement Plan”).

As a matter of Delaware law, the implementation of a reverse stock split does not require a reduction in the total number of authorized shares. If the Company’s stockholders adopt and approve the Reverse Stock Split Certificate of Amendment and the reverse stock split is implemented by the Company, the authorized number of shares of the Common Stock would not be reduced by the reverse stock split ratio determined by the Board.

If approved and effected, the reverse stock split will automatically apply to all shares of the Common Stock, and each stockholder will own a reduced number of shares of the Common Stock. However, except for adjustments that may result from the treatment of fractional shares, as described below, or as a result of adjustments to the conversion prices of certain convertible securities, as described below, the reverse stock split will not affect any stockholder’s percentage ownership or proportionate voting power.

Based on the Company’s capitalization as of the Record Date, the principal effect of the reverse stock split (at a ratio between 1-for-5 to 1-for-22), not taking into account the treatment of fractional shares described under “Procedure for Effecting the Reverse Stock Split-Treatment of Fractional Shares” below, would be that:

•	the number of shares of the Common Stock issued and outstanding would be reduced from 5,164,370 shares to between approximately 234,744 shares and 1,032,874 shares;

•	the number of shares of the Common Stock issuable upon the exercise of outstanding stock options would be reduced from 420 to between approximately 19 shares and 84 shares (and the respective exercise prices of the stock options would increase by a factor equal to the inverse of the split ratio);

•

the number of shares of the Common Stock issuable upon the exercise of outstanding warrants would be reduced from 10,107,106 to between approximately 459,413 shares and 2,021,421 shares (and the respective exercise prices of the warrants would increase by a factor equal to the inverse of the split ratio);

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•	the number of shares of Common Stock issuable upon the vesting of RSUs would be reduced from 138,613 to between approximately 6,300 shares and 27,722 shares;

•	the aggregate number of shares of the Common Stock reserved for issuance, in connection with future awards under our 2022 Equity Incentive Plan and the Inducement Plan would be reduced from 151,223 to between approximately 6,873 shares and 30,244 shares;

•	the number of shares of the authorized Common Stock would remain unchanged at 100,000,000 shares;

•	the 10,000,000 shares of the Company’s authorized preferred stock would remain unchanged; and

•

the number of shares of the Common Stock that are authorized, but unissued and unreserved, would increase from 84,438,268 to between approximately 96,887,655 shares and 99,292,651 shares; and the par value of the Common Stock and the Company’s preferred stock would remain unchanged at $0.001 per share, and, as a result, the stated capital attributable to Common Stock on the Company’s balance sheet would be reduced proportionately based on the reverse stock split ratio, the additional paid-in capital account would be credited with the amount by which the stated capital is reduced, and the per-share net income or loss and net book value of the Common Stock would be restated because there would be fewer shares of Common Stock outstanding.

The following table contains approximate information relating to the Common Stock immediately following the reverse stock split under certain possible exchange ratios, based on share information as of the Record Date. All share numbers are rounded down to the nearest whole share but otherwise do not reflect the potential effect of rounding down for fractional shares that may result from the reverse stock split.


	Pre-Reverse Split	1-for-5	1-for-22
Number of authorized shares of Common Stock	100,000,000	100,000,000	100,000,000
Number of outstanding shares of Common Stock	5,164,370	1,032,874	234,744
Number of shares of Common Stock issuable upon exercise of outstanding stock options	420	84	19
Number of shares of Common Stock issuable upon exercise of outstanding warrants	10,107,106	2,021,421	459,413
Number of shares of Common Stock issuable upon the vesting of RSUs	138,613	27,722	6,300
Number of shares of Common Stock reserved for issuance in connection with future awards under our 2022 Equity Incentive Plan and Inducement Plan	151,223	30,244	6,873
Number of shares of Common Stock authorized, but unissued and unreserved	84,438,268	96,887,655	99,292,651

See also “Certain Risk Factors Associated with the Reverse Stock Split or Nasdaq Delisting” and “Procedure for Effecting the Reverse Stock Split-Treatment of Fractional Shares” below for additional information regarding the potential impact of the reverse stock split.

Potential Anti-Takeover and Dilutive Effects

The number of authorized shares of the Common Stock and preferred stock will not be reduced as a result of the reverse stock split. The Common Stock and preferred stock that is authorized but unissued provide the Board with flexibility to effect, among other transactions, public or private financings, acquisitions, strategic partnerships, stock dividends, stock splits, conversions of convertible securities and the granting of equity incentive awards. However, these authorized but unissued shares may also be used by the Board, consistent with and subject to its fiduciary duties, to deter future attempts to gain control of us or make such actions more expensive and less desirable. Following the reverse stock split, the Board would continue to have the authority to issue additional shares from time to time without further action by the stockholders except as may be required by applicable law or regulations. The Reverse Stock Split Certificate of Amendment is not being recommended in response to any specific effort of which we are aware to obtain control of us, nor does the Board have any present intent to use the authorized but unissued Common Stock or preferred stock to impede a takeover attempt.

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Certain Risk Factors Associated with the Reverse Stock Split or Nasdaq Delisting

A reverse stock split may negatively impact the market for the Common Stock.

Factors such as our financial results, market conditions and the market perception of our business may adversely affect the market price of the Common Stock. As a result, there can be no assurance that the total market capitalization of the Common Stock after the proposed reverse stock split will be equal to or greater than the total market capitalization before the proposed reverse stock split or that the per share market price of the Common Stock following the reverse stock split will increase in proportion to the reduction in the number of shares of Common Stock outstanding before the reverse stock split. A decline in the market price of the Common Stock after the reverse stock split may result in a greater percentage decline than would occur in the absence of a reverse stock split, and the liquidity of the Common Stock could be adversely affected following such a reverse stock split.

In addition, the reverse stock split may increase the number of stockholders who own odd lots (less than 100 shares). Any stockholder who owns fewer than 500 to 2,200 shares of Common Stock, depending on the final ratio, prior to the reverse stock split will own fewer than 100 shares of Common Stock following the reverse stock split. Stockholders who hold odd lots typically experience an increase in the cost of selling their shares and may have greater difficulty in effecting sales. Furthermore, some stockholders may cease being stockholders of the Company following the reverse stock split. Any stockholder who owns fewer than 5 to 22 shares of Common Stock, depending on the final ratio, prior to the reverse stock split will own less than one share of Common Stock following the reverse stock split and therefore such stockholder will receive cash equal to the market value of such fractional share and cease being a stockholder of the Company, as further described below under “Procedure for Effecting the Reverse Stock Split-Treatment of Fractional Shares”.

The market price of the Common Stock will also be based on our performance and other factors, including those factors listed under the heading “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2025 and other reports that we file with the SEC. There can also be no assurance that the minimum bid price per share of the Common Stock will remain in excess of $1.00 following the reverse stock split for a sustained period of time, if at all.

If the price of the Common Stock trades below $1.00 per share for a sustained period or we do not meet other continued listing requirements, the Common Stock may be delisted from Nasdaq, which could affect the market price and liquidity for the Common Stock and reduce our ability to raise additional capital.

We continue to monitor the closing bid price of the Common Stock and consider our available options to maintain compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on Nasdaq (“Minimum Bid Price Requirement”). There can be no assurance that we will be able to maintain compliance with the Minimum Bid Price Requirement or that we will otherwise be in compliance with other Nasdaq listing criteria. If we fail to meet the applicable continued listing requirements for Nasdaq in the future, Nasdaq may delist the Common Stock.

Delisting from Nasdaq could adversely affect our ability to raise additional financing through the public or private sale of equity securities, would significantly affect the ability of investors to trade our securities and would negatively affect the value and liquidity of the Common Stock. Delisting could also have other negative results, including the potential loss of confidence by employees, the loss of institutional investor interest and fewer business development opportunities. If the Common Stock is delisted by Nasdaq, the price of the Common Stock may decline, and the Common Stock may be eligible to trade on the OTC Bulletin Board, another over-the-counter quotation system, or on the pink sheets where an investor may find it more difficult to dispose of their Common Stock or obtain accurate quotations as to the market value of the Common Stock. Further, if we are delisted, we would incur additional costs under requirements of state “blue sky” laws in connection with any sales of our securities. These requirements could severely limit the market liquidity of the Common Stock and the ability of our stockholders to sell the Common Stock in the secondary market.

In addition, if the Common Stock is delisted from Nasdaq and the trading price remains below $5.00 per share, trading in the Common Stock might also become subject to the requirements of certain rules promulgated under the Exchange Act, which require additional disclosure by broker-dealers in connection with any trade involving a stock defined as a “penny stock” (generally, any equity security not listed on a national securities exchange or quoted on Nasdaq that has a market price of less than $5.00 per share, subject to certain exceptions).

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If we seek to implement a reverse stock split, the announcement or implementation of a reverse stock split could have a significantly negative effect on the price of the Common Stock. In 2020, Nasdaq Listing Rule 5810 was amended to expedite delisting of securities of companies under certain circumstances, including where a company has had one or more reverse stock splits with a cumulative ratio of 1 for 250 or more shares over the prior two-year period. As a result of the changes to Nasdaq Listing Rule 5810 in 2020, if a company fell out of compliance with the Minimum Bid Price Requirement after completing more than one reverse stock split over the immediately preceding two years that cumulatively resulted in a ratio of 1 for 250 shares, the company would not be able to avail itself of any bid price compliance periods under Nasdaq Listing Rule 5810(c)(3)(A), and Nasdaq would instead require the issuance of a delisting determination. In January of 2025, Nasdaq Listing Rule 5810(c)(3)(A)(iv) was further amended to provide that any company that has effected a reverse stock split over the prior one year period or has effected one or more reverse stock splits over the prior two year period (with a cumulative ratio of 250 shares or more to one), will be ineligible for any compliance period to cure a deficiency under the Minimum Bid Price Requirement. Any company that receives a delisting determination under these circumstances following the January 2025 amendments to Nasdaq Listing Rule 5810(c)(3)(A)(iv) may still appear for a hearing before a Nasdaq panel.

We continue to actively monitor our performance with respect to the listing standards and are considering available options to maintain compliance with the Nasdaq rules. There can be no assurance that we will be able to maintain compliance with Nasdaq listing standards even if we implement a reverse stock split.

A reverse stock split would increase our authorized but unissued shares of Common Stock, which could negatively impact a potential investor if they purchased shares of Common Stock.

Because the number of authorized shares of the Common Stock will not be reduced proportionately, the reverse stock split will increase the Board’s ability to issue authorized and unissued shares without further stockholder action. The issuance of additional shares of Common Stock or securities convertible into Common Stock may have a dilutive effect on earnings per share and relative voting power and may cause a decline in the trading price of the Common Stock. The Company could use the shares that are available for future issuance in dilutive equity financing transactions, or to oppose a hostile takeover attempt or delay or prevent changes in control or changes in or removal of management, including transactions that are favored by a majority of the stockholders or in which the stockholders might otherwise receive a premium for their shares over then-current market prices or benefit in some other manner.

Procedure for Effecting the Reverse Stock Split

When and if the Board decides to implement the reverse stock split at any time before the first anniversary of its approval by the stockholders, the Company will provide all required notices and information to Nasdaq in a timely manner and file the Reverse Stock Split Certificate of Amendment with the Secretary of State of the State of Delaware to amend its existing Certificate of Incorporation. The reverse stock split will become effective upon filing the Reverse Stock Split Certificate of Amendment with the Secretary of State of the State of Delaware or at a later date and time set forth therein, if any, which effective time is referred to as the “reverse stock split effective date”. Beginning on the reverse stock split effective date, each certificate representing pre-reverse stock split shares will be deemed for all corporate purposes to evidence ownership of post-reverse stock split shares. The text of the Reverse Stock Split Certificate of Amendment is set forth in Appendix A to this Proxy Statement. The text of the Reverse Stock Split Certificate of Amendment is subject to modification to include such changes as may be required by the office of the Secretary of State of the State of Delaware and as the Board deems necessary and advisable to effect the reverse stock split, including the applicable ratio for the reverse stock split.

After the reverse stock split effective date, the Common Stock will have a new CUSIP number, which is a number used to identify securities, and stock certificates (if any) with the old CUSIP number will need to be exchanged for new stock certificates with the new CUSIP number using the procedures described below.

Exchange of Stock Certificates

As soon as practicable after the effective date of the reverse stock split, any stockholders holding certificated shares will be notified that the reverse stock split has been effected. Equiniti Trust Company, LLC, the Company’s transfer agent, will act as exchange agent for purposes of implementing the exchange of stock certificates. Holders of pre-split shares in certificated form will be asked to surrender to the exchange agent certificates representing pre-split shares in exchange for certificates representing post-split shares in accordance with the procedures to be set forth in a letter of transmittal that will be delivered to the stockholders. No new certificates will be issued to a stockholder until the stockholder has surrendered to the exchange agent his, her or its outstanding certificate(s) together with the properly completed and executed letter of transmittal.

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STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATES AND SHOULD NOT SUBMIT THEIR STOCK CERTIFICATES UNTIL THEY RECEIVE A TRANSMITTAL FORM FROM THE EXCHANGE AGENT.

STOCKHOLDERS ARE ENCOURAGED TO PROMPTLY SURRENDER CERTIFICATES TO THE EXCHANGE AGENT FOLLOWING RECEIPT OF TRANSMITTAL FORMS IN ORDER TO AVOID HAVING SHARES POSSIBLY BECOMING SUBJECT TO ESCHEAT LAWS.

Stockholders whose shares are held by their stockbroker do not need to submit old share certificates for exchange. Their accounts will automatically reflect the new quantity of shares based on the selected reverse stock split ratio. Beginning on the reverse stock split effective date, each certificate representing pre-split shares will be deemed for all corporate purposes to evidence ownership of post-split shares.

Treatment of Fractional Shares

To avoid the existence of fractional shares of Common Stock after the reverse stock split, fractional shares that would be created as a result of the reverse stock split will be rounded down to the next whole share and the stockholder will receive cash equal to the market value of the fractional share, determined by multiplying such fraction by the closing sales price of the Common Stock as reported on Nasdaq on the last trading day before the reverse stock split effective date (as adjusted to give effect to the reverse stock split). The ownership of a fractional share will not give the holder any voting, dividend or other right except to receive the cash payment therefor. If a stockholder is entitled to a cash payment in lieu of any fractional share, a check will be mailed to the stockholder’s registered address as soon as practicable after the reverse stock split effective date. By signing and cashing the check, stockholders will warrant that they owned the shares of Common Stock for which they received such cash payment.

No Appraisal Rights

Under the Delaware General Corporation Law, our stockholders do not have a right to dissent and are not entitled to appraisal rights with respect to the proposed Reverse Stock Split Certificate of Amendment to effect the reverse stock split, and we will not independently provide our stockholders with any such rights.

Material Federal Income Tax Consequences

The following discussion of certain U.S. federal income tax consequences to the Company’s stockholders of the reverse stock split, if effected, does not purport to be a complete discussion of all of the possible U.S. federal income tax consequences and is included for general information only. It is not intended as tax advice to any person and is not a comprehensive description of the tax consequences that may be relevant to each stockholder’s own particular circumstances. The discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), applicable Treasury Regulations promulgated thereunder, judicial authority and current administrative rulings and practices as in effect on the date of this Proxy Statement. This discussion addresses only those stockholders who hold their pre-reverse stock split shares as “capital assets” as defined in the Code (generally, property held for investment) and will hold the shares received in the reverse stock split as capital assets. This summary does not address any U.S. federal tax consequences other than U.S. federal income tax consequences (such as estate or gift tax consequences), the Medicare tax on net investment income, or any U.S. state, local or foreign tax consequences, nor does it address the tax consequences to stockholders that are subject to special tax rules, such as, without limitation, stockholders who are subject to the alternative minimum tax, banks, insurance companies, regulated investment companies, personal holding companies, stockholders who are not “United States persons” as defined in Section 7701(a)(30) of the Code, U.S. persons whose functional currency is not the U.S. dollar, broker-dealers, tax-exempt entities, or S corporations, partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (or investors therein). If a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes holds pre-reverse stock split shares of the Common Stock, the U.S. federal income tax treatment of a partner of the partnership will depend on the status of the partner and the activities of the partnership and upon certain determinations made at the partnership level. Partners in partnerships holding the Common Stock are urged to consult their own tax advisors about the U.S. federal income tax consequences of the reverse stock split. Changes to the laws, such as future legislative, judicial or administrative changes or interpretations thereof, could alter the tax consequences described below, possibly with retroactive effect. The Company has not sought and will not seek an opinion of counsel or a ruling from the Internal Revenue Service regarding the U.S. federal income tax consequences of the reverse stock split.

The Company will not recognize any gain or loss as a result of the reverse stock split.

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Tax Considerations Applicable to U.S. Holders

Definition of a U.S. Holder

For purposes of this discussion, a “U.S. Holder” is a stockholder that, for U.S. federal income tax purposes, is or is treated as any of the following:

•	an individual who is a citizen or resident of the United States;

•	a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof, or the District of Columbia;

•	an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

•	a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

U.S. Holders are advised to consult their own tax advisers regarding the U.S. federal income tax consequences of the reverse stock split in light of their personal circumstances and the consequences under state, local and foreign tax laws, and also as to any estate or gift tax considerations.

Exchange Pursuant to Reverse Stock Split

The reverse stock split is intended to qualify as a “reorganization” under Section 368 of the Code that should constitute a “recapitalization” for U.S. federal income tax purposes. A recapitalization under Section 368 of the Code should result in no gain or loss being recognized by a U.S. Holder upon such stockholder’s exchange of pre-reverse stock split shares of the Common Stock for post-reverse stock split shares of the Common Stock pursuant to the reverse stock split, except to the extent of cash, if any, received in lieu of fractional shares, further described in “Cash in Lieu of Fractional Shares” below. The aggregate tax basis of the post-reverse stock split shares of the Common Stock received in the reverse stock split, including any fractional share deemed to have been received, should be equal to the aggregate tax basis of the pre-reverse stock split shares of the Common Stock exchanged therefor, and the holding period of the post-reverse stock split shares of the Common Stock should include the holding period of the pre-reverse stock split shares of the Common Stock.

Cash in Lieu of Fractional Shares

A U.S. Holder who receives cash in lieu of a fractional post-reverse stock split share of the Common Stock should generally be treated as having received such fractional share pursuant to the reverse stock split and then as having exchanged such fractional share for cash in a redemption of such fractional share. The amount of any gain or loss should be equal to the difference between the ratable portion of the tax basis of the pre-reverse stock split shares of the Common Stock exchanged in the reverse stock split that is allocated to such fractional share and the cash received in lieu thereof. In general, any such gain or loss should constitute a long-term capital gain or loss if the U.S. Holder’s holding period for such pre-reverse stock split shares of the Common Stock exceeds one year at the time of the reverse stock split. Deductibility of capital losses by U.S. Holders is subject to limitations. Depending on a U.S. Holder’s individual facts and circumstances, it is possible that cash received in lieu of a fractional share could be treated as a distribution under Section 301 of the Code, so stockholders should consult their own tax advisors as to that possibility and the resulting tax consequences to them in that event.

Tax Considerations Applicable to Non-U.S. Holders

For purposes of this discussion, a “Non-U.S. Holder” is a stockholder that is neither a U.S. Holder nor a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes. Generally, Non-U.S. Holders would not recognize any gain or loss upon the reverse stock split. In particular, gain or loss would not be recognized with respect to cash received in lieu of a fractional share provided that (i) such gain or loss is not effectively connected with the conduct of a trade or business in the United States (or, if certain income tax treaties apply, is not attributable to a Non-U.S. Holder’s permanent establishment in the United States) and (ii) the Non-U.S. Holder is not a nonresident alien individual present in the United States for 183 days or more during the taxable year of the reverse stock split and certain other conditions are met.

Gain recognized by a Non-U.S. Holder attributable to cash received in lieu of a fractional share of post-reverse stock split share of the Common Stock could be treated as a distribution under Section 301 of the Code (which could be

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subject to U.S. federal income or withholding tax) instead of capital gain. Non-U.S. Holders of our Common Stock should consult their own tax advisors to determine the extent to which their receipt of cash in lieu of fractional shares of post-reverse stock split share of the Common Stock could be treated as such. To the extent any gain is realized, such gain may be subject to withholding for U.S. federal income taxes equal to 30% of any cash payments made to a Non-U.S. Holder.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 3.

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PROPOSAL 4

APPROVAL OF THE FIRST AMENDMENT TO OUR 2022 EQUITY INCENTIVE PLAN

Our stockholders are being asked to approve the first amendment to our 2022 Equity Incentive Plan (the “First Amendment”). On April 2, 2026, our Board, upon the recommendation of our Compensation Committee, approved the First Amendment, subject to stockholder approval at the Annual Meeting. Our 2022 Equity Incentive Plan was initially adopted by our Board on November 8, 2022, approved by our stockholders on December 22, 2022 and amended by the Board on November 29, 2024.

We use awards under our 2022 Equity Incentive Plan to attract and retain key employees, consultants, officers and non-employee directors, ensure that our compensation program provides appropriate incentives to motivate our key employees, consultants, officers and non-employee directors to contribute to our long-term performance and growth, develop a culture of ownership and further align the interests of the participants in our 2022 Equity Incentive Plan with those of our stockholders. The life sciences market is highly competitive, and our results are largely attributable to the talents, expertise, efforts and dedication of our employees, consultants, officers and non-employee directors. Our compensation program, including the granting of equity compensation, is a crucial way to attract and recruit new employees and consultants and retain existing employees and consultants, with equity compensation serving as our primary recruitment, retention and motivational tool as opposed to cash compensation. Stockholder approval of the First Amendment will permit us to continue to grant equity compensation awards to our key employees, consultants, officers and non-employee directors in furtherance of this philosophy.

We are not proposing any change to the “evergreen” provision of our 2022 Equity Incentive Plan. Pursuant to such provision, the number of shares of our Common Stock reserved for issuance under our 2022 Equity Incentive Plan will automatically increase on January 1^st of each year for a period of eight years commencing on January 1, 2025 and ending on (and including) January 1, 2032 to an amount equal to 10% of the fully diluted shares as of the last day of the preceding calendar year; provided, however that the Board may act prior to the effective date of any such annual increase to provide that the increase for such year will be a lesser number of shares of Common Stock.

Our Board has determined that it is in the best interests of us and our stockholders to approve the First Amendment. Pursuant to the terms and conditions of the First Amendment, our 2022 Equity Incentive Plan would be amended to increase the aggregate number of shares of Common Stock that may be issued pursuant to Awards (as defined in our 2022 Equity Incentive Plan) by 200,000 shares of Common Stock.

The full text of the proposed First Amendment is set forth on Appendix B to this Proxy Statement. The full text of our 2022 Equity Incentive Plan (not reflecting the proposed First Amendment) is set forth on Appendix C to this Proxy Statement. The material features of our 2022 Equity Incentive Plan are summarized below, although stockholders should review the full text of our 2022 Equity Incentive Plan and the First Amendment for a full understanding of their contents. If our stockholders approve the First Amendment, a Registration Statement on Form S-8 covering the additional shares available for issuance will be filed with the SEC.

Our officers and non-employee directors have an interest in this Proposal 4 due to their participation in our 2022 Equity Incentive Plan.

As of January 1, 2026, we had 261,707 shares of our Common Stock remaining available for issuance for awards under our 2022 Equity Incentive Plan.

We are Committed to Using the Shares Available Under our 2022 Equity Incentive Plan Prudently to Advance the Company’s Interests

We continue to believe that equity awards such as stock options and other types of stock awards are a vital part of our overall compensation program. Our compensation philosophy reflects broad-based eligibility for equity incentive awards, and we grant awards to substantially all of our employees. However, we recognize that equity awards dilute existing stockholders, and, therefore, we must responsibly manage our use of equity compensation.

We are committed to effectively monitoring our equity compensation share reserve, including our burn rate, to ensure that we maximize stockholders’ value by granting the appropriate number of equity incentive awards necessary to attract, reward, and retain employees.

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Summary of the 2022 Equity Incentive Plan, as proposed to be amended

The material features of the 2022 Equity Incentive Plan, as proposed to be amended, are described below. The following description of the 2022 Equity Incentive Plan is a summary only and is qualified in its entirety by reference to the complete text of the First Amendment and the 2022 Equity Incentive Plan.

Awards

The 2022 Equity Incentive Plan provides for the grant of incentive stock options (“ISOs”), nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, RSU awards, performance awards and other forms of awards to employees, directors and consultants, including employees and consultants of the Company’s affiliates.

Authorized Shares

The maximum number of shares of Common Stock that may be issued under the 2022 Equity Incentive Plan will not exceed (i) 506,201 shares, plus (ii) the prior plan’s available reserve, plus (iii) the number of returning shares, if any, as such shares become available from time to time. In addition, subject to any adjustments as necessary to implement any capitalization adjustments, such aggregate number of shares of Common Stock will automatically increase on January 1st of each year for a period of eight years commencing on January 1, 2025 and ending on (and including) January 1, 2032, to an amount equal to 10% of the fully diluted shares as of the last day of the preceding calendar year; provided, however that the Board may act prior to the effective date of any such annual increase to provide that the increase for such year will be a lesser number of shares of Common Stock. The maximum number of shares of Common Stock that may be issued on the exercise of ISOs under the 2022 Equity Incentive Plan is 1,000,000 shares of the Company Stock plus the amount of any increase in the number of shares that may be available for issuance pursuant to awards, but in no event shall more than 15,000,000 shares of the Company Stock be issued as ISOs.

Shares subject to stock awards granted under the 2022 Equity Incentive Plan that expire or terminate without being exercised in full or that are paid out in cash rather than in shares do not reduce the number of shares available for issuance under the 2022 Equity Incentive Plan. If any shares of Common Stock issued pursuant to a stock award are forfeited back to or repurchased or reacquired by the Company (i) because of a failure to meet a contingency or condition required for the vesting of such shares; (ii) to satisfy the exercise, strike or purchase price of an award; or (iii) to satisfy a tax withholding obligation in connection with an award, the shares that are forfeited or repurchased or reacquired will revert to and again become available for issuance under the 2022 Equity Incentive Plan.

Plan Administration

Our Board, or a duly authorized committee of our Board, will administer the 2022 Equity Incentive Plan and is referred to as the “plan administrator.” Our Board has determined that the compensation committee will be the plan administrator. The plan administrator may also delegate to one or more of the Company’s officers the authority to: (i) designate employees (other than officers) to receive specified stock awards; and (ii) determine the number of shares subject to such stock awards. Under the 2022 Equity Incentive Plan, the plan administrator has the authority to determine award recipients, grant dates, the numbers and types of stock awards to be granted, the applicable fair market value, and the provisions of each stock award, including the period of exercisability and the vesting schedule applicable to a stock award.

Under the 2022 Equity Incentive Plan, the plan administrator also generally has the authority to effect, with the consent of any materially adversely affected participant, (i) the reduction of the exercise, purchase, or strike price of any outstanding option or stock appreciation right; (ii) the cancellation of any outstanding option or stock appreciation right and the grant in substitution therefore of other awards, cash, or other consideration; or (iii) any other action that is treated as a repricing under U.S. GAAP.

Eligibility and Participation

All current and prospective eligible employees and consultants and all current non-employee directors are eligible to be granted non-qualified stock options, restricted stock awards and other stock-based awards under the 2022 Equity Incentive Plan. As of December 31, 2025, we have six non-employee directors, two executive officers and six non-executive employees eligible to receive awards under the 2022 Equity Incentive Plan. Only employees of ours are eligible to be granted ISOs under the 2022 Equity Incentive Plan. Eligibility for awards under the 2022 Equity Incentive Plan is determined by the plan administrator in its sole discretion.

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Types of Awards

Stock Options. ISOs and NSOs are granted under stock option agreements adopted by the plan administrator. The plan administrator determines the exercise price for stock options, within the terms and conditions of the 2022 Equity Incentive Plan; provided that the exercise price of a stock option generally cannot be less than 100% of the fair market value of Common Stock on the date of grant. Options granted under the 2022 Equity Incentive Plan vest at the rate specified in the stock option agreement as determined by the plan administrator.

The plan administrator determines the term of stock options granted under the 2022 Equity Incentive Plan, up to a maximum of 10 years. Unless the terms of an optionholder’s stock option agreement provide otherwise, if an optionholder’s service relationship with the Company or any of its affiliates ceases for any reason other than disability, death, or cause, the optionholder may generally exercise any vested options for a period of three months following the cessation of service. This period may be extended in the event that exercise of the option is prohibited by applicable securities laws. If an optionholder’s service relationship with us or any of our affiliates ceases due to death, or an optionholder dies within a certain period following cessation of service, the optionholder or a beneficiary may generally exercise any vested options for a period of 18 months following the date of death. If an optionholder’s service relationship with us or any of our affiliates ceases due to disability, the optionholder may generally exercise any vested options for a period of 12 months following the cessation of service. In the event of a termination for cause, options generally terminate upon the termination date. In no event may an option be exercised beyond the expiration of its term.

Acceptable consideration for the purchase of Common Stock issued upon the exercise of a stock option will be determined by the plan administrator and may include: (i) cash, check, bank draft or money order; (ii) a broker-assisted cashless exercise; (iii) the tender of shares of Common Stock previously owned by the optionholder; (iv) a net exercise of the option if it is an NSO; or (v) other legal consideration approved by the plan administrator. Unless the plan administrator provides otherwise, options or stock appreciation rights generally are not transferable except by will or the laws of descent and distribution. Subject to approval of the plan administrator or a duly authorized officer, an option may be transferred pursuant to a domestic relations order, official marital settlement agreement, or other divorce or separation instrument.

Tax Limitations on ISOs. The aggregate fair market value, determined at the time of grant, of Common Stock with respect to ISOs that are exercisable for the first time by an award holder during any calendar year under all of our stock plans may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of the Company’s total combined voting power or that of any of its parent or subsidiary corporations unless: (i) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant; and (ii) the term of the ISO does not exceed five years from the date of grant.

RSU Awards. RSU awards are granted under RSU award agreements adopted by the plan administrator. RSU awards may be granted in consideration for any form of legal consideration that may be acceptable to our Board and permissible under applicable law. An RSU award may be settled by cash, delivery of stock, a combination of cash and stock as deemed appropriate by the plan administrator, or in any other form of consideration set forth in the RSU award agreement. Additionally, dividend equivalents may be credited in respect of shares covered by an RSU award. Except as otherwise provided in the applicable award agreement, RSU awards that have not vested will be forfeited once the participant’s continuous service ends for any reason.

Restricted Stock Awards. Restricted stock awards are granted under restricted stock award agreements adopted by the plan administrator. A restricted stock award may be awarded in consideration for cash, check, bank draft or money order, past or future services to us, or any other form of legal consideration that may be acceptable to our Board and permissible under applicable law. The plan administrator determines the terms and conditions of restricted stock awards, including vesting and forfeiture terms. If a participant’s service relationship with the Company ends for any reason, it may receive any or all of the shares of Common Stock held by the participant that have not vested as of the date the participant terminates service with us through a forfeiture condition or a repurchase right.

Stock Appreciation Rights. Stock appreciation rights are granted under stock appreciation right agreements adopted by the plan administrator. The plan administrator determines the purchase price or strike price for a stock appreciation right, which generally cannot be less than 100% of the fair market value of Common Stock on the date of

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grant. A stock appreciation right granted under the 2022 Equity Incentive Plan vests at the rate specified in the stock appreciation right agreement as determined by the plan administrator. Stock appreciation rights may be settled in cash or shares of Common Stock or in any other form of payment as determined by our Board and specified in the stock appreciation right agreement.

The plan administrator determines the term of stock appreciation rights granted under the 2022 Equity Incentive Plan, up to a maximum of 10 years. If a participant’s service relationship with us or any of our affiliates ceases for any reason other than cause, disability, or death, the participant may generally exercise any vested stock appreciation right for a period of three months following the cessation of service. This period may be further extended in the event that exercise of the stock appreciation right following such a termination of service is prohibited by applicable securities laws. If a participant’s service relationship with us, or any of our affiliates, ceases due to disability or death, or a participant dies within a certain period following cessation of service, the participant or a beneficiary may generally exercise any vested stock appreciation right for a period of 12 months in the event of disability and 18 months in the event of death. In the event of a termination for cause, stock appreciation rights generally terminate immediately upon the occurrence of the event giving rise to the termination of the individual for cause. In no event may a stock appreciation right be exercised beyond the expiration of its term.

Performance Awards. The 2022 Equity Incentive Plan permits the grant of performance awards that may be settled in stock, cash or other property. Performance awards may be structured so that the stock or cash will be issued or paid only following the achievement of certain pre-established performance goals during a designated performance period. Performance awards that are settled in cash or other property are not required to be valued in whole or in part by reference to, or otherwise based on, the Common Stock.

The performance goals may be based on any measure of performance selected by our Board. The performance goals may be based on company-wide performance or performance of one or more business units, divisions, affiliates, or business segments, and may be either absolute or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. Unless specified otherwise by our Board at the time the performance award is granted, the Board will appropriately make adjustments in the method of calculating the attainment of performance goals as follows: (i) to exclude restructuring charges; (ii) to exclude exchange rate effects; (iii) to exclude the effects of changes to generally accepted accounting principles; (iv) to exclude the effects of any statutory adjustments to corporate tax rates; (v) to exclude the effects of items that are “unusual” in nature or occur “infrequently” as determined under U.S. GAAP; (vi) to exclude the dilutive effects of acquisitions or joint ventures; (vii) to assume that any portion of the Company’s business which is divested achieved performance objectives at targeted levels during the balance of a performance period following such divestiture; (viii) to exclude the effect of any change in the outstanding shares of Common Stock by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common stockholders other than regular cash dividends; (ix) to exclude the effects of stock based compensation and the award of bonuses under the Company’s bonus plans; (x) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to be expensed under U.S. GAAP; and (xi) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under U.S. GAAP.

Other Stock Awards. The plan administrator may grant other awards based in whole or in part by reference to Common Stock. The plan administrator will set the number of shares under the stock award (or cash equivalent) and all other terms and conditions of such awards.

Non-Employee Director Compensation Limit. The aggregate value of all compensation granted or paid to any non-employee director with respect to any calendar year, including awards granted and cash fees paid by the Company to such non-employee director, will not exceed $750,000 in total value or, in the event such non-employee director is first appointed or elected to the Board during such calendar year, $1,000,000 in total value.

Changes to Capital Structure

In the event there is a specified type of change in our capital structure, such as a stock split, reverse stock split, or recapitalization, appropriate adjustments will be made to: (i) the class and maximum number of shares reserved for issuance under the 2022 Equity Incentive Plan; (ii) the class and maximum number of shares by which the share reserve may increase automatically each year; (iii) the class and maximum number of shares that may be issued on the exercise of ISOs; and (iv) the class and number of shares and exercise price, strike price, or purchase price, if applicable, of all outstanding stock awards.

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Corporate Transactions

The following applies to stock awards under the 2022 Equity Incentive Plan in the event of a corporate transaction (as defined in the 2022 Equity Incentive Plan), unless otherwise provided in a participant’s stock award agreement or other written agreement with us or one of our affiliates or unless otherwise expressly provided by the plan administrator at the time of grant.

In the event of a corporate transaction, any stock awards outstanding under the 2022 Equity Incentive Plan may be assumed, continued or substituted for by any surviving or acquiring corporation (or its parent company), and any reacquisition or repurchase rights held by us with respect to the stock award may be assigned to the successor (or its parent company). If the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute for such stock awards, then (i) with respect to any such stock awards that are held by participants whose continuous service has not terminated prior to the effective time of the corporate transaction, or current participants, the vesting (and exercisability, if applicable) of such stock awards will be accelerated in full to a date prior to the effective time of the corporate transaction (contingent upon the effectiveness of the corporate transaction), and such stock awards will terminate if not exercised (if applicable) at or prior to the effective time of the corporate transaction, and any reacquisition or repurchase rights held by us with respect to such stock awards will lapse (contingent upon the effectiveness of the corporate transaction), and (ii) any such stock awards that are held by persons other than current participants will terminate if not exercised (if applicable) prior to the effective time of the corporate transaction, except that any reacquisition or repurchase rights held by us with respect to such stock awards will not terminate and may continue to be exercised notwithstanding the corporate transaction.

In the event a stock award will terminate if not exercised prior to the effective time of a corporate transaction, the plan administrator may provide, in its sole discretion, that the holder of such stock award may not exercise such stock award but instead will receive a payment equal in value to the excess (if any) of (i) value of the property that participant would have received upon the exercise of the award, over (ii) any per share exercise price payable by such holder, if applicable. In addition, any escrow, holdback, earn out or similar provisions in the definitive agreement for the corporate transaction may apply to such payment to the same extent and in the same manner as such provisions apply to the holders of Common Stock.

Change in Control. Awards granted under the 2022 Equity Incentive Plan may be subject to acceleration of vesting and exercisability upon or after a change in control (as defined in the 2022 Equity Incentive Plan) as may be provided in the applicable stock award agreement or in any other written agreement between us or any affiliate and the participant, but in the absence of such provision, no such acceleration will automatically occur.

Term

The Board may suspend or terminate the 2022 Equity Incentive Plan at any time. No Incentive Stock Options may be granted after the tenth anniversary of the earlier of: (i) the adoption date, or (ii) the date the 2022 Equity Incentive Plan is approved by the Company’s stockholders. No awards may be granted under the 2022 Equity Incentive Plan while the 2022 Equity Incentive Plan is suspended or after it is terminated.

The terms of each stock option shall be decided by the plan administrator provided that no stock options shall be exercisable more than ten years after the date such stock option is granted (or in the case of an ISO granted to a 10% stockholder, no more than five years after the date such stock option is granted.)

Amendment and Termination

Subject to the rules referred to in the balance of this paragraph, our Board may, without stockholder a

Position(s)

Hyung Heon Kim

Chief Executive Officer and President

Marshall H. Woodworth

Chief Financial Officer

SEC Form DEF 14A filed by MetaVia Inc.