Metavia (NASDAQ: MTVA) ups ATM offering limit to $4.0M

Rhea-AI Filing Summary

Metavia Inc. registers the offer and sale of up to an aggregate offering price of $4,000,000 of its common stock under an At-The-Market sales agreement with Ladenburg Thalmann & Co. Inc.

The supplement increases the prior ATM capacity from $2,300,000. Through the date of the supplement the company sold $2,126,303 of common stock under the Sales Agreement. The filing cites a last reported sales price of $1.45 per share on July 1, 2026 and an aggregate market value of shares held by non-affiliates of $18,438,694 based on 4,789,271 shares at $3.85 per share on May 22, 2026.

Insights

Capital Markets Specialist

ATM increase expands registered resale capacity for primary issuance.

The prospectus supplement raises the company's At-The-Market registered capacity to $4,000,000, replacing the prior $2,300,000 ceiling stated in the earlier ATM prospectus supplement. The Sales Agreement with Ladenburg Thalmann remains the distribution agent named in the filing.

Timing and pace of actual sales are governed by the Sales Agreement and market conditions; cash‑flow treatment and specific use of proceeds are not stated in the excerpt. Subsequent trade notices or sales reports will show executed amounts.

Securities Compliance Counsel

Registration follows Form S-3 rule limits and includes required public-float calculation.

The supplement cites General Instruction I.B.6 of Form S-3 and restates the one-third public-fl oat constraint tied to a public float below $75,000,000. The filing also discloses prior sales of $2,126,303 under the ATM during the most recent 12‑month period.

Risk factors are referenced by cross-reference; the supplement is qualified by the initial ATM prospectus supplement and accompanying prospectus. Investors should consult the referenced prospectus materials for full distribution mechanics and risks.

Key Figures

ATM registered capacity: $4,000,000 Previous ATM capacity: $2,300,000 Prior sales under Sales Agreement: $2,126,303 +2 more

5 metrics

ATM registered capacity $4,000,000 aggregate offering price registered in this prospectus supplement

Previous ATM capacity $2,300,000 aggregate offering price stated in the Initial ATM Prospectus Supplement

Prior sales under Sales Agreement $2,126,303 aggregate sold through Ladenburg under the Sales Agreement through the date of the supplement

Last reported sale price $1.45 last reported sales price per share on <date>July 1, 2026</date>

Public-float market value (non-affiliates) $18,438,694 based on 4,789,271 non-affiliate shares at $3.85 per share on <date>May 22, 2026</date>

Key Terms

At The Market (ATM), Sales Agreement, General Instruction I.B.6 of Form S-3, prospectus supplement

4 terms

At The Market (ATM) financial

"offer and sale of shares of our common stock pursuant to an At The Market Offering Agreement"

Sales Agreement regulatory

"At The Market Offering Agreement ("Sales Agreement") with Ladenburg Thalmann & Co. Inc."

A sales agreement is a written contract that sets out the terms for selling goods, services, or assets, specifying price, delivery, payment schedule and responsibilities of each side. For investors it matters because it creates a predictable stream of revenue or cash obligations, clarifies timing and risk, and can change a company’s value or forecasts much like a signed order turns a customer’s verbal intent into a firm commitment.

General Instruction I.B.6 of Form S-3 regulatory

"Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell our securities"

prospectus supplement regulatory

"This Prospectus Supplement supplements the prospectus supplement dated November 6, 2025"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Offering Details

ATM

Offering

Offering Type ATM

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Available on EDGAR 07/02/2026 - 04:06 PM Accepted by SEC EDGAR 07/02/2026 - 04:05 PM Learn about SEC filing dates

FAQ

What does Metavia's $4.0M ATM prospectus supplement mean for MTVA?

It registers up to $4,000,000 aggregate offering price of common stock for sale under an At-The-Market agreement. The supplement increases the prior capacity from $2,300,000 and notes prior sales of $2,126,303 through Ladenburg.

How much has Metavia already sold under the Ladenburg Sales Agreement?

Metavia sold $2,126,303 of common stock through Ladenburg under the Sales Agreement through the date of this supplement. The prospectus supplement records that aggregate amount as prior sales under the ATM program.

What market-value and share figures are disclosed in the supplement for MTVA?

The filing reports $18,438,694 as the aggregate market value of common stock held by non-affiliates, based on 4,789,271 shares and a $3.85 per-share price on May 22, 2026 as used for Form S-3 calculations.

Who is the sales agent named for Metavia's ATM program?

Ladenburg Thalmann & Co. Inc. is named as the sales agent under the At-The-Market Offering Agreement referenced in the prospectus supplement for sales of common stock.

Does the supplement state how Metavia will use proceeds from sales?

The prospectus supplement does not state a use of proceeds in the provided excerpt. The document references the Initial ATM Prospectus Supplement and accompanying prospectus for additional terms and disclosures.

Filed pursuant to Rule 424(b)(5)

Registration No. 333-278646

PROSPECTUS SUPPLEMENT

(To the prospectus supplement dated November 6, 2025) 

(To prospectus dated April 23, 2024)

Up to $4,000,000 of Common Stock

METAVIA INC.

This prospectus supplement (this “Prospectus Supplement”) supplements the prospectus supplement dated November 6, 2025 (the “Initial ATM Prospectus Supplement”) and the accompanying prospectus dated April 23, 2024 (the “accompanying prospectus”), relating to the offer and sale of shares of our common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $2,300,000 pursuant to the terms of an At The Market Offering Agreement (“Sales Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”). Through the date hereof, we have sold an aggregate of $2,126,303 of shares of our Common Stock through Ladenburg under the Sales Agreement.

We are filing this Prospectus Supplement to amend the Initial ATM Prospectus Supplement and the accompanying prospectus to increase the aggregate offering price of up to $2,300,000 of shares of Common Stock that we were eligible to sell pursuant to the Sales Agreement. Pursuant to this Prospectus Supplement, we are registering the offer and sale of up to an aggregate offering price of up to $4,000,000 of shares of our Common Stock. This Prospectus Supplement should be read in conjunction with the Initial ATM Prospectus Supplement and the accompanying prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Initial ATM Prospectus Supplement and accompanying prospectus. This Prospectus Supplement is not complete without, and may only be delivered or utilized in connection with, the Initial ATM Prospectus Supplement and the accompanying prospectus, and any future amendments or supplements thereto.

Our Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “MTVA.” The last reported sales price of our shares of Common Stock on July 1, 2026 was $1.45 per share.

The aggregate market value of our Common Stock held by non-affiliates pursuant to General Instruction I.B.6 of Form S-3 is $18,438,694, based on 4,789,271 shares of Common Stock held by non-affiliates and a price of $3.85 per share, the last reported sale price per share of our Common Stock on Nasdaq on May 22, 2026. During the 12-calendar month period that ends on, and includes, the date of this Prospectus Supplement, we sold an aggregate of $2,126,303 of shares of our Common Stock pursuant to General Instruction I.B.6 of Form S-3. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell our securities in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75,000,000.

Investing in shares of our Common Stock involves a high degree of risk. Please read carefully the information contained in or incorporated by reference under the heading “Risk Factors” beginning on page S-8 of the Initial ATM Prospectus Supplement, and under similar headings in other documents filed after the date hereof and incorporated by reference into this Prospectus Supplement, the Initial ATM Prospectus Supplement and the accompanying prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus Supplement, the Initial ATM Prospectus Supplement, or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Ladenburg Thalmann

The date of this Prospectus Supplement is July 2, 2026