[8-K] NeuroBo Pharmaceuticals, Inc. Common Stock Reports Material Event

Rhea-AI Filing Summary

Streamline Health Solutions, Inc. (Nasdaq: STRM) has filed a preliminary Schedule 14A seeking stockholder approval for its $5.34-per-share all-cash merger with Mist Holding Co., the parent of MDaudit. At closing, Merger Sub will merge into Streamline, which will become a wholly-owned subsidiary of MDaudit and cease to be publicly traded.

Key economic terms

• Cash consideration of $5.34 per share, representing a 138 % premium to the 5/28/25 close and 117 % to the 30-day VWAP.
• No financing contingency; Parent states it has sufficient cash on hand to fund the deal and related costs.
• Options and warrants with exercise prices below $5.34 will be cashed-out; all currently outstanding options and warrants are “out-of-the-money” and will be cancelled for no consideration.
• Termination fee payable by Streamline to Parent is $950 K; no reverse termination fee disclosed.

Governance & process

• The Streamline Board unanimously approved the merger, deemed it fair, and recommends voting “FOR” all proposals.
• Cain Brothers rendered a fairness opinion to the Board on 5/28/25.
• Certain directors and officers entered into Voting & Support Agreements, committing their shares to support the transaction (exact percentage not yet specified).
• Completion requires the affirmative vote of at least 66 2/3 % of outstanding shares. Failure to vote counts as an “AGAINST.”

Timeline & conditions

• Special Meeting will be held virtually on a date to be set; record date also to be set.
• Expected closing is Q3 2025, subject to stockholder approval and customary conditions (no financing or regulatory conditions highlighted).
• Outside date for termination is 12/31/25.

Post-closing the STRM shares will be delisted from Nasdaq and deregistered under the Exchange Act. Stockholders who properly perfect appraisal rights under Delaware law may seek a court-determined “fair value” instead of the $5.34 cash payment.

Positive

• 138 % cash premium to the unaffected share price provides immediate, above-market value to shareholders.
• No financing contingency; Parent has sufficient cash on hand, boosting deal certainty.
• Board unanimously supports the merger and obtained an independent fairness opinion.
• Modest $950 K termination fee preserves the possibility of a superior proposal.
• Support Agreements with certain insiders align management interests with transaction completion.

Negative

• Super-majority vote (66 2/3 %) creates meaningful closing risk; abstentions count as ‘AGAINST.’
• No-solicitation covenant restricts Streamline from actively seeking higher bids.
• Failure to vote by retail shareholders could derail the deal despite board backing.
• Options and warrants are out-of-the-money and will be cancelled, potentially dissatisfying some holders.
• Termination outside date of 12/31/25 could push closing into 2026 if delays occur.

Insights

M&A Specialist

TL;DR Cash deal offers 138 % premium, no financing risk; high approval threshold is main hurdle.

From an M&A standpoint this transaction is straight‐forward and highly favorable to public holders. The $5.34 price implies an enterprise value well above Streamline’s unaffected market capitalization and is entirely in cash, eliminating execution risk tied to equity valuations. Importantly, Parent has certified adequate funds, so there is no financing condition or reverse termination fee. The termination fee of $950 K (≈1 % of equity value) is modest and unlikely to deter a superior bid should one emerge. Support Agreements from insiders further de-risk closing, though the exact ownership percentage remains undisclosed. Overall, the proposal delivers immediate, certain value and aligns with best-practice processes (fairness opinion, fiduciary out clauses). Key watch-item is the super-majority vote requirement: non-voting shares count as ‘AGAINST,’ making solicitation critical.

Portfolio Manager

TL;DR Premium attractive but super-majority vote, modest break-fee and board lock-up temper certainty.

For portfolio holders, the 138 % premium crystallizes considerable upside versus pre-deal prices. However, approval demands 66 2/3 % of all shares outstanding, not just those present, raising the possibility of failure if retail investors are apathetic. The board’s no-solicitation covenant plus low break-fee could still allow topping offers, yet timing is tight under the 12/31/25 outside date. Delisting eliminates future upside participation in Streamline’s turnaround but guarantees liquidity now. Risk-reward skews positive, but I would monitor vote tallies closely and maintain a modest discount to the $5.34 consideration when pricing the shares until proxy results firm up.

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​​UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): June 30, 2025METAVIA INC.(Exact name of Registrant as Specified in Its Charter)​

​	​	​	​	​
Delaware	​	001-37809	​	47-2389984
(State or other jurisdictionof incorporation)	​	(CommissionFile Number)	​	(IRS EmployerIdentification No.)

​​

​​​	​
545 Concord Avenue, Suite 210Cambridge, Massachusetts ​	​	02138
(Address of principal executive offices)	​	(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		TradingSymbol(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 5.07.Submission of Matters to a Vote of Security Holders.On June 30, 2025, MetaVia Inc. (the “Company”) held a virtual annual meeting of stockholders (the “Annual Meeting”). The Company’s stockholders voted on six proposals at the Annual Meeting as set forth below, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 10, 2025. There were 15,364,255 shares of common stock, par value $0.001 per share (the “Common Stock”) present and entitled to vote at the Annual Meeting, online or by proxy, which constituted a quorum for the transaction of business. In deciding the proposals at the Annual Meeting, each share of Common Stock represented one vote.At the Annual Meeting, the Company’s stockholders voted on the following proposals:

1. To elect two Class III directors, each to serve a three-year term until the 2028 annual meeting of stockholders and until the election and qualification of such director’s successor, or such director’s earlier death, resignation, or removal (the “Class III Directors Proposal”);

2. To ratify the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025;

3. To approve (on an advisory basis) the compensation of the Company’s named executive officers;

4. To approve an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, as amended, to effect a reverse split of the Company’s outstanding Common Stock at a ratio in the range of 1-for-5 to 1-for-30 to be determined at the discretion of the Company’s Board of Directors, whereby each outstanding 5 to 30 shares of Common Stock would be combined, converted and changed into one share of the Company’s Common Stock (the “Reverse Stock Split Proposal”);

5. to approve, pursuant to Nasdaq Listing Rule 5635(b), the issuance of shares of the Company’s Common Stock, in an amount equal to or in excess of 20% of the shares of Common Stock outstanding immediately prior to the issuance of 4,605,162 shares of Common Stock issuable upon the exercise of the Company’s pre-funded warrants, issued in a private placement to Dong-A Socio Holdings Co., Ltd., pursuant to a Securities Purchase Agreement, dated May 8, 2025, entered into by and among the Company and the purchasers named therein (the “Issuance Proposal”); and

6. To authorize one or more adjournments of the Annual Meeting to solicit additional proxies in the event there are insufficient votes to approve Proposal 5 described above (the “Adjournment Proposal”).

The voting results at the Annual Meeting are shown below:Proposal 1—The Class III Directors Proposal.

Class III Nominees		Votes For		Votes Withheld
Mark A. Glickman		15,143,768	​	220,487	​	​
Michael Salsbury		15,148,736	​	215,519	​	​

​Mark A. Glickman and Michael Salsbury were elected as Class III directors to serve until the 2028 annual meeting of stockholders. There were no broker non-votes on this matter.Proposal 2—Ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

Votes For		Votes Against		Abstentions
15,200,517	​	39,673	​	124,065

​The stockholders ratified the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. There were no broker non-votes on this matter. Proposal 3—Approval (on an advisory basis) of the compensation of our named executive officers.

Votes For		Votes Against		Abstentions	​
15,128,182	​	93,199	​	142,874	​

The stockholders approved, on a non-binding advisory basis, the compensation paid by the Company to its named executive officers. There were no broker non-votes on this matter.

Proposal 4—The Reverse Stock Split Proposal.

					​
Votes For		Votes Against		Abstentions	​
15,160,143	​	82,570	​	121,542	​

The stockholders approved the Reverse Stock Split Proposal. There were no broker non-votes on this matter.Proposal 5—The Issuance Proposal.

					​
Votes For		Votes Against		Abstentions	​
5,643,798	​	99,638	​	141,474	​

The stockholders approved the Issuance Proposal. There were no broker non-votes on this matter.Proposal 6—The Adjournment Proposal.

					​
Votes For		Votes Against		Abstentions	​
15,130,972	​	91,911	​	141,372	​

The stockholders approved the Adjournment Proposal. There were no broker non-votes on this matter.​​​

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.​

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​		METAVIA INC.
​	​	​
​	​	​
Date: June 30, 2025	​	By:	/s/ Hyung Heon Kim
​	​	​	Hyung Heon Kim
​	​	​	President and Chief Executive Officer

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FAQ

What premium does the $5.34 offer represent for STRM shareholders?

The cash price equals a 138 % premium to the 5/28/25 close and 117 % over the 30-day VWAP.

What vote is required for Streamline (STRM) to approve the merger?

At least 66 2/3 % of all outstanding common shares must vote "FOR" the Merger Proposal.

Is the transaction subject to financing or regulatory conditions?

Parent affirmed it has sufficient cash; the merger carries no financing condition. Only customary legal injunction conditions apply.

When is the Streamline merger expected to close?

Management targets Q3 2025, with an outside termination date of 12/31/25.

What happens to my STRM shares if the merger closes?

Each share converts into $5.34 cash; the stock will be delisted and deregistered.

Do shareholders have appraisal rights under Delaware law?

Yes. Holders who do not vote FOR the merger and follow Section 262 procedures may seek a court-determined fair value.