[8-K] MetaVia Inc. Reports Material Event

Rhea-AI Filing Summary

MetaVia Inc. filed a Form 8-K to report a prospectus supplement tied to its existing at-the-market equity program. The company may sell up to $4,000,000 of common stock through or to Ladenburg Thalmann & Co. Inc. under a previously signed At The Market Offering Agreement.

Honigman LLP issued a legal opinion on the validity of the shares that may be issued under this arrangement, which is included as Exhibit 5.1. The filing clarifies that it is not itself an offer to sell securities and that any sales must comply with applicable state and federal securities laws.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

ATM capacity: $4,000,000 of common stock

1 metrics

ATM capacity $4,000,000 of common stock Offer and sale amount under prospectus supplement and Sales Agreement

Key Terms

At The Market Offering Agreement, prospectus supplement, Rule 415(a)(4), emerging growth company, +1 more

5 terms

At The Market Offering Agreement financial

"entered into an At The Market Offering Agreement (the “Sales Agreement”) with Ladenburg Thalmann & Co. Inc."

An at-the-market offering agreement is a contract that lets a company sell newly issued shares directly into the open market through a broker, at whatever price the stock is trading at that moment. For investors this matters because it can increase the number of shares available (which may dilute existing ownership) while providing a flexible, often faster way for the company to raise cash without fixing a price, similar to a vendor selling small batches at current market stalls rather than setting a single fixed price.

prospectus supplement regulatory

"filed a prospectus supplement with the Securities and Exchange Commission for the offer and sale of up to $4,000,000 of shares"

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.

Rule 415(a)(4) regulatory

"deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the U.S. Securities Act of 1933"

Rule 415(a)(4) is a U.S. Securities and Exchange Commission rule that lets a company add more securities to an already effective shelf registration, so those additional shares or bonds can be sold later without filing a completely new registration. For investors it matters because it gives the issuer the flexibility to raise cash quickly—like having an open credit line—while creating the possibility of dilution or changes in supply that can affect share price.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

opinion of counsel legal

"Honigman LLP, counsel to the Company, has issued an opinion regarding the validity of the shares"

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Understanding 8-K Material Events →

Available on EDGAR 07/02/2026 - 04:08 PM Accepted by SEC EDGAR 07/02/2026 - 04:06 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 2, 2026

 

Metavia inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-37809	47-2389984
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
545 Concord Avenue, Suite 210 Cambridge, Massachusetts (Address of principal executive offices)		02138 (Zip Code)

(857) 702-9600

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		MTVA		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 8.01 Other Events.

On November 6, 2025, MetaVia Inc. (the “Company”) entered into an At The Market Offering Agreement (the “Sales Agreement”) with Ladenburg Thalmann & Co. Inc., as sales agent and/or principal (“Ladenburg”), pursuant to which the Company may offer and sell, from time to time through or to Ladenburg, shares of the Company’s common stock, par value $0.001, by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the U.S. Securities Act of 1933, as amended. On July 2, 2026, the Company filed a prospectus supplement with the Securities and Exchange Commission for the offer and sale of up to $4,000,000 of shares of common stock pursuant to the Sales Agreement (the “Prospectus Supplement”).

Honigman LLP, counsel to the Company, has issued an opinion regarding the validity of the shares of common stock to be issued and sold pursuant to the Sales Agreement and the Prospectus Supplement. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Exhibit Description
5.1		Opinion of Honigman LLP.
104		Cover Page Interactive Data File (embedded within Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

​	MetaVia Inc.
​	​	​
Date: July 2, 2026	By:	/s/ Hyung Heon Kim
​	​	Hyung Heon Kim
​	​	President and Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-5.1 EXHIBIT 5.1 12.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB