Armistice Capital and Steven Boyd Report 1.27M Shares of MetaVia

Rhea-AI Filing Summary

MetaVia Inc. Reporting persons Armistice Capital, LLC and Steven Boyd disclose beneficial ownership of 1,270,887 shares of MetaVia common stock, representing 4.99% of the class. Armistice Capital is the investment manager to Armistice Capital Master Fund Ltd., the direct holder, and exercises shared voting and dispositive power over the shares reported. Mr. Boyd, as managing member of Armistice Capital, is also reported as having shared voting and dispositive power. The filing states the shares are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

Positive

• Transparent disclosure of beneficial ownership and allocation of voting/dispositive power
• Position below 5% indicates no presumption of intent to influence control under reporting rules
• Certification that shares are held in the ordinary course of business and not to change control

Negative

• Shared voting/dispositive power centralizes authority in Armistice Capital and its managing member
• Concentration of 4.99% is material enough to be notable but just below thresholds that require different reporting or could signal activist intent

Insights

Securities Analyst

TL;DR: Armistice reports a sub-5% stake with shared voting/dispositive power through its managed fund, a routine disclosure without control intent.

This Schedule 13G/A clarifies that Armistice Capital, via its master fund, holds 1,270,887 shares or 4.99% of MetaVia's common stock and that voting and disposition powers are shared rather than sole. The filing emphasizes the ordinary-course nature of the holdings and disclaims an intent to influence control. For investors, this signals institutional interest below the 5% threshold that would typically trigger more stringent reporting or presumptions of activist intent.

Corporate Governance Expert

TL;DR: Disclosure is standard: investment manager and managing member report beneficial ownership and assert ordinary-course purpose; no governance change indicated.

The document delineates the relationships between the Master Fund, Armistice Capital, and Steven Boyd, assigning shared voting and dispositive power to the reporting persons. The Master Fund disclaims direct beneficial ownership due to its investment management agreement. The certification asserts the position is not meant to change control, which reduces immediate governance risk for the issuer. The structure, however, concentrates decision authority in the investment manager and its managing member for the reported stake.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

MetaVia Inc.

(Name of Issuer)

Common stock, $0.001 par value

(Title of Class of Securities)

64132R404

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 64132R404

1

Names of Reporting Persons

Armistice Capital, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,270,887.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,270,887.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,270,887.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.99 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. 64132R404

1

Names of Reporting Persons

Steven Boyd

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,270,887.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,270,887.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,270,887.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.99 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: MetaVia Inc.
(b)	Address of issuer's principal executive offices: 545 CONCORD AVENUE, SUITE 210, CAMBRIDGE, MA, 02138
Item 2.
(a)	Name of person filing: Armistice Capital, LLC Steven Boyd Collectively, the "Reporting Persons"
(b)	Address or principal business office or, if none, residence: Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America Steven Boyd c/o Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America
(c)	Citizenship: Armistice Capital, LLC - Delaware; Steven Boyd - United States of America
(d)	Title of class of securities: Common stock, $0.001 par value
(e)	CUSIP No.: 64132R404
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 1,270,887
(b)	Percent of class: 4.99 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote:
	(ii) Shared power to vote or to direct the vote: 1,270,887
	(iii) Sole power to dispose or to direct the disposition of:
	(iv) Shared power to dispose or to direct the disposition of: 1,270,887 The percentage of Shares reported to be beneficially owned by the Reporting Persons are based on information from the Issuer. Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Armistice Capital, LLC

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd - Managing Member
Date:	08/14/2025

Steven Boyd

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd
Date:	08/14/2025

FAQ

What stake in MetaVia Inc. is reported by Armistice Capital and Steven Boyd?

The filing reports beneficial ownership of 1,270,887 shares, equal to 4.99% of MetaVia's common stock.

Who holds voting and dispositive power over the shares?

The filing states shared voting power and shared dispositive power of 1,270,887 shares are held by Armistice Capital and Steven Boyd.

Does the filing indicate an intent to influence control of the issuer?

No. The certification states the securities were acquired and are held in the ordinary course of business and not to change or influence control.

What is the relationship between Armistice Capital and the direct holder of the shares?

Armistice Capital is the investment manager to Armistice Capital Master Fund Ltd., which is the direct holder of the reported shares; the manager exercises voting and investment power under an Investment Management Agreement.

When was the Schedule 13G/A signed?

The document shows signatures dated 08/14/2025.