MetaVia Inc. 8-K

What Happened
MetaVia Inc. announced that it entered into an underwriting agreement with Ladenburg Thalmann and closed a public offering on January 16, 2026. The company sold units that combine common stock or pre-funded warrants with two series of common warrants. The offering (including full exercise of the underwriter’s over‑allotment option) generated net proceeds of approximately $7.7 million, which MetaVia intends to use for working capital and to continue clinical development of DA-1726 for obesity.

Key Details

• Offering and closing dates: Underwriting Agreement dated January 15, 2026; offering closed January 16, 2026.
• Securities sold: 1,006,870 Class A Units (each = 1 share of common stock + 1.5 Series C warrants + 1.5 Series D warrants) and 1,998,704 Class B Units (each = 1 pre-funded warrant + 1.5 Series C warrants + 1.5 Series D warrants).
• Warrants issued: 4,508,361 Series C warrants and 4,508,361 Series D warrants in total (1.5 per unit); 1,998,704 pre‑funded warrants (exercise price $0.001, immediately exercisable).
• Prices and terms: Class A Units at $3.10 each; Class B Units at $3.099 each. Series C and D exercise price $3.10. Series C expire five years from Jan 16, 2026; Series D expire two years from Jan 16, 2026. Series D are callable by the company upon satisfaction of specified clinical and market-price/volume conditions.
• Ownership limits and lock-up: Pre‑funded warrants and the Series C/D warrants include beneficial‑ownership limits (default 4.99% or electable up to 9.99% after notice). The company and its directors/officers are subject to a 75‑day lock‑up following closing.
• Over‑allotment: Underwriter’s 45‑day option to cover over‑allotments was exercised in full.

Why It Matters
This financing provides MetaVia with near-term cash (~$7.7M net) to support operations and continued clinical development of DA-1726, which is central to the company’s program. Investors should note the large number of warrants issued and the pre‑funded warrants that can convert to shares, which can increase outstanding share count if exercised and affect dilution. The Series D warrants include a company call feature tied to a positive Phase 1b Part III readout and market-price conditions, a linkage that could affect timing of warrant exercises and potential share issuance.