Stockholders' equity

12 Months Ended

Dec. 31, 2025

7.Stockholders’ equity

Common stock

The voting, dividend, and liquidation rights of the holders of the common stock are subject to and qualified by the rights, powers, and preferences of the holders of the preferred stock when outstanding. The holders of the common stock are entitled to one vote for each share of common stock held at all meetings of stockholders. Common stockholders are entitled to receive dividends at the sole discretion of our Board. There have been no dividends declared on common stock to date as of December 31, 2025. In the event of any liquidation, dissolution, or winding-up of MetaVia, the holders of common stock shall be entitled to share in the remaining assets of MetaVia available for distribution post preferential distributions made to any holders of our preferred stock.

2025 Offering

Private placement

In May 2025, we closed on a private placement offering with Dong-A ST and Dong-A Holdings, and received net proceeds of $9.1 million, net of placement agent cash fees of $0.4 million and related offering expenses of $0.5 million. The private placement offering was comprised of (i) 861,758 shares of our common stock for a purchase price of $7.81 per share, and (ii) 418,651 pre-funded warrants to purchase up to an equivalent number of shares of our common stock for a purchase price of $7.799 per pre-funded warrant.

Each pre-funded warrant had an exercise price of $0.011 per share, and was exercisable beginning on June 30, 2025, which was the effective date of receiving stockholder approval for the issuance of the shares of common stock underlying the pre-funded warrants. Thereafter, on the same date, all pre-funded warrants were exercised for an equivalent number of shares of our common stock.

At the market offering

In November 2025, we entered into an At The Market Offering Agreement (the “ATM Sales Agreement”) with Ladenburg Thalmann & Co. Inc., as sales agent and/or principal (“Ladenburg”), pursuant to which we may offer and sell, from time to time through or to Ladenburg, shares of our common stock having an aggregate offering price of up to $2.3 million (the “ATM Program”). The offer and sale of the shares of common stock pursuant to the ATM Program is made pursuant to a shelf registration statement on Form S-3 and the related prospectus (File No. 333-278646) filed with the SEC on April 12, 2024, and declared effective by the SEC on April 23, 2024, as supplemented by a prospectus supplement to be filed with the SEC on November 6, 2025 pursuant to Rule 424(b) under the Securities Act.

Pursuant to the ATM Sales Agreement, Ladenburg may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act. We are not obligated to make any sales of the Shares under the ATM Sales Agreement. The offering of Shares pursuant to the ATM Sales Agreement will terminate upon the termination of the ATM Sales Agreement by Ladenburg or us, as permitted therein. We are obligated to pay Ladenburg an aggregate sales agent commission of 3.0% of the gross sales price of the Shares sold pursuant to the ATM Sales Agreement. We will also reimburse Ladenburg for certain specified expenses in connection with entering into the ATM Sales Agreement, which contains customary representations and warranties and conditions to the placements of the Shares pursuant thereto.

In November 2025, we sold 106,788 shares of common stock under the ATM Program and received net proceeds of $0.9 million, net of sales agent commission and related offering expenses. As of December 31, 2025, we have $1.1 million remaining under the ATM Program in which we may offer and sell shares of our common stock.

2024 Offering

Securities purchase agreements

In June 2024, we entered into and closed on two securities purchase agreements (the “Offering”) with an institutional investor and Dong-A ST, and received aggregate gross proceeds of $20.0 million, of which $10.0 million was received from Dong-A ST. The net proceeds received was $18.3 million, net of placement agent cash fees of $0.7 million and related offering expenses of $1.0 million. The Offering was comprised of (i) 300,707 shares of common stock at a purchase price of $43.23 per share, (ii) pre-funded warrants to purchase up to 161,924 shares of common stock at a purchase price of $43.219 per warrant, (iii) Series A warrants to purchase 462,640 shares of common stock, and (iv) Series B warrants to purchase up to 693,962 shares of

common stock. Collectively, the Series A and Series B warrants are referred to as “PIPE Common Warrants.” Of the total shares of common stock issued in the Offering, 69,396 shares were sold to an institutional investor.

The pre-funded warrants have an exercise price of $0.011 per share and are immediately exercisable and are considered to be perpetual warrants without any expiration date. In the second quarter of 2025, all of the pre-funded warrants were exercised for an equivalent number of shares of our common stock. The PIPE Common Warrants have an exercise price of $43.23 per share and are exercisable as of September 18, 2024, which is the effective date of the stockholder approval received at the Special Meeting of Stockholders for the issuance of the shares upon exercise of the warrants.

The Series A warrants were exercisable at any time from September 18, 2024 and expired unexercised in June 2025. The Series B warrants were exercisable at any time from September 18, 2024 and expire on the earlier of September 18, 2029 and the six month anniversary following the date on which we publicly announce receiving positive Phase 1, Part 3 data for DA-1726. Based on the terms of the PIPE Common Warrants, we have concluded that the accounting classification of the PIPE Common Warrants is to be stockholders’ equity.

Under the terms of the pre-funded warrants and the PIPE Common Warrants issued to the institutional investor, we may not affect the exercise of any such pre-funded warrants or PIPE Common Warrants, and the holder will not be entitled to exercise any portion of any pre-funded warrants or PIPE Common Warrants, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates, other persons acting or who could be deemed to be acting as a group together with the holder or any of the holder’s affiliates, and any other persons whose beneficial ownership of common stock would or could be aggregated with the holder’s or any of the holder’s affiliates) would exceed 9.99% (in the case of the pre-funded warrants) or 4.99% (in the case of the PIPE Common Warrants) of the number of shares of our outstanding common stock immediately after giving effect to the exercise (the “Beneficial Ownership Limitation”), as such percentage ownership is calculated in accordance with Section 13(d) of the Exchange Act and the applicable regulations of the SEC. A holder of the pre-funded warrants or PIPE Common Warrants that were issued to the institutional investor may increase or decrease the Beneficial Ownership Limitation to a higher or lower percentage (not to exceed 9.99%), effective 61 days after written notice to us. Any such increase or decrease will apply only to that holder and not to any other holder of the pre-funded Warrants or PIPE Common Warrants.

Placement agent

We paid the placement agent a cash fee equal to 7.0% of the gross proceeds of the Offering received from a certain institutional investor and $0.1 million for non-accountable expenses and clearing costs. In addition, we issued warrants to the placement agent’s designees (“Placement Agent Warrants”) to purchase up to 11,564 shares of common stock (which represents 5% of the sum of the shares of common stock and pre-funded Warrants sold to the institutional investor in the Offering) at an exercise price of $54.0375 per share (which represents a premium of 125% of the offering price per share of common stock in the Offering). The Placement Agent Warrants are exercisable at any time from September 18, 2024 and expire in July 2026. The grant date fair value of the Placement Agent Warrants was $0.3 million, which represents a non-cash issuance cost. The weighted average grant date fair value per share of these Placement Agent Warrants was $30.03, which was determined using the Black-Scholes option pricing model. Based on the terms of the Placement Agreement Warrants, we have concluded that the accounting classification of the Placement Agent Warrants is stockholders’ equity in the accompanying consolidated balance sheets.

Upon the exercise for cash of any PIPE Common Warrants issued to a certain institutional investor, we shall pay the placement agent (i) a cash fee of 7.0% of the aggregate gross exercise price paid in cash with respect thereto and (ii) a non-cash fee in the form of additional warrants to purchase the number of shares of common stock equal to 5.0% of the aggregate number of such shares of common stock underlying such warrants. The cash fee payable to the placement agent for any PIPE Common Warrants exercised by the institutional investor is accounted for as a contingent commitment and will be recorded as an offset to any gross proceeds received from any future exercises of PIPE Common Warrants by the institutional investor. The non-cash fee payable to the placement agent for any PIPE Common Warrants exercised by the institutional investor is accounted for as contingent warrants (“Placement Agent Contingent Warrants”) to purchase up to 28,915 shares of common stock, which is subject to performance criteria of the institutional investor regarding any exercise for cash of any PIPE Common Warrants with an assumed grant date of the Offering closing date, and an exercise price of $54.0375 per share. The weighted average grant date fair value per share of these Placement Agent Contingent Warrants was $37.73, which was determined using the Black-Scholes option pricing model. Based on the terms of the placement agent engagement letter, we have concluded that the accounting classification of the Placement Agent Contingent Warrants is to be stockholders’ equity. On each balance sheet reporting date, we will need to assess whether it is probable for us to issue warrants to the placement agent based on whether it is probable for any PIPE Common Warrants to be exercised by the institutional investor. As of December 31, 2025 and 2024,

we determined that the issuance of additional warrants to the placement agent is not yet probable; accordingly, the Placement Agent Contingent Warrants had no impact on the consolidated balance sheets.

Warrants

The following warrants were outstanding as of December 31, 2025 and 2024:


	Shares of Common Stock Issuable
	for Outstanding Warrants
	As of December 31,		Exercise		Expiration
Warrant Issuance	2025	2024	Price		Date
April 2020 ⁽¹⁾	—	14	$	33,000.00	April 2025
January 2021	942	942	$	15,919.20	July 2026
October 2021 ⁽¹⁾	—	1,399	$	9,900.00	April 2025
November 2022 Series B ⁽²⁾	16,176	16,176	$	0.00	December 2027
June 2024 Placement Agent⁽³⁾	11,564	11,564	$	54.0375	July 2026
June 2024 Pre-Funded ⁽⁴⁾	—	130,000	$	0.011	No expiration date
June 2024 Series A ⁽⁵⁾	—	462,641	$	43.23	June 2025
June 2024 Series B ⁽⁶⁾	693,962	693,962	$	43.23	September 2029 (latest date)
Total	722,644	1,316,698

(1)

These warrants expired unexercised in April 2025.

(2)

These warrants have a cashless exercise provision whereby the warrants can be exercised for common stock for no additional consideration, which renders the $264 per warrant exercise price to be zero.

(3)

These warrants are exercisable at any time from September 18, 2024 and expire in July 2026.

(4)

These warrants are exercisable immediately and are considered to be perpetual warrants without any expiration date. In the second quarter of 2025, 130,000 pre-funded warrants were exercised for an equivalent number of shares of our common stock. Additionally, in the third quarter of 2024, 31,924 pre-funded warrants were exercised for an equivalent number of shares of our common stock.

(5)

These warrants are exercisable at any time from September 18, 2024 and expired unexercised in June 2025.

(6)

These warrants are exercisable at any time from September 18, 2024 and expire on the earlier of September 18, 2029 and the six months anniversary following the date on which we publicly announce the receiving of positive Phase 1, Part 3 data readout for DA-1726.

Stock-based compensation

Stock-based compensation expense was included in general and administrative and research and development as follows (in thousands):


	Year Ended December 31,
	2025		2024
General and administrative	$	305	$	366
Research and development		106		172
Total stock-based compensation	$	411	$	538

Stock-based award plans

In December 2019, in connection with a merger, we adopted the 2019 Equity Incentive Plan (the “2019 Plan”). Additionally, we adopted the 2021 Inducement Plan in November 2021 and the Amended and Restated 2022 Equity Incentive Plan (the “2022 Plan”) in December 2022. The 2019 Plan, 2021 Inducement Plan and 2022 Plan provide for the grant of stock options, restricted stock, RSUs and other equity awards of our common stock to employees, officers, consultants, and directors. Stock options granted under any of these plans expire within a period of not more than ten years from the date of grant.

With the adoption of the 2022 Plan, no additional shares may be added to or granted from the 2019 Plan, and any shares related to forfeited awards are carryover to the 2022 Plan. In June 2024, in connection with the 2024 Annual Meeting of Stockholders,

our stockholders approved an amendment (the “Amendment”) to our 2022 Plan. Pursuant to the terms and conditions of the Amendment, the 2022 Plan was amended to:

●

automatically increase on January 1st of each year for a period of eight years commencing on January 1, 2025 and ending on (and including) January 1, 2032, the aggregate number of shares of common stock that may be issued pursuant to Awards (as defined in the 2022 Plan) to an amount equal to 10% of the Fully Diluted Shares (as defined in the 2022 Plan) as of the last day of the preceding calendar year, provided, however that the Board may act prior to the effective date of any such annual increase to provide that the increase for such year will be a lesser number of shares of common stock; and

●

increase the aggregate maximum number of shares of common stock that may be issued pursuant to the exercise of Incentive Stock Options (as defined in the 2022 Plan) to 1 million shares of the common stock plus the amount of any increase in the number of shares that may be available for issuance pursuant to the annual increase described above, but in no event more than 15 million shares of the common stock issued as incentive stock options.

The following table summarizes the outstanding awards issued pursuant to our stock-based award plans and inducement grants as of December 31, 2025 and the remaining shares of common stock available for future issuance:


			Remaining shares of
	Stock		common stock available
Plan Name	Options	RSUs	for future issuance
2019 Plan	—	—	—
2022 Plan	6,693	29,295	167,471
2021 Inducement Plan	—	—	378
Total	6,693	29,295	167,849

For outstanding awards granted under the 2019 Plan and 2022 Plan as of December 31, 2025, unrecognized stock-based compensation costs totaled $0.2 million. The unrecognized stock-based costs are expected to be recognized as an expense over a weighted average period of 1.1 years.

RSUs

The following table summarizes the status of our RSUs and related transactions for the period presented (in thousands, except share and per share amounts):


	Outstanding					Vested and Deferred Release
	Shares of	Average				Shares of	Average
	Common Stock	Grant Date		Aggregate		Common Stock	Grant Date		Aggregate
	Issuable	Fair Value		Fair		Issuable	Fair Value		Intrinsic
	for RSUs	Price		Value		for RSUs	Price		Value
As of January 1, 2024	12,849	$	50.07	$	523	497	$	44.19	$	20
Granted	10,918		50.18
Vested and released	(7,855)		47.41		284
As of December 31, 2024	15,912		51.46		355	1,184		46.90		26
Granted	22,218		7.05
Vested and released	(6,693)		53.58		70
Forfeited/cancelled	(2,142)		30.04
As of December 31, 2025	29,295	$	18.86	$	247	3,082	$	43.85	$	26

Stock options

The following table summarizes the status of our outstanding and exercisable options and related transactions for the period presented (in thousands, except share and per share amounts):


	Outstanding				Exercisable
	Shares of			Weighted	Shares of			Weighted
	Common	Weighted		Average	Common	Weighted		Average
	Stock	Average		Remaining	Stock	Average		Remaining
	Issuable	Exercise		Contractual	Issuable	Exercise		Contractual
	for Options	Price		Term (years)	for Options	Price		Term (years)
As of January 1, 2024	420	$	4,240.22	8.6	408	$	4,149.85	8.6
As of December 31, 2024	420		4,240.22	7.5	420		4,240.22	7.5
As of December 31, 2025	420	$	4,240.22	6.6	420	$	4,240.22	6.6

The aggregate intrinsic value of our outstanding and exercisable options was zero as of December 31, 2025 and 2024, and January 1, 2024.

Grant date fair value of RSUs, stock options and warrants

We estimated the grant date fair value of RSUs granted to employees, consultants, and directors based on the closing sales price of our common stock as reported on Nasdaq on the date of grant. We estimated the grant date fair value of stock options and warrants granted to employees, consultants, and directors using the Black-Scholes option pricing model.

The following table sets forth the fair value per share of Placement Agent Warrants granted in 2024 and the assumptions used in the Black-Scholes option-pricing model:


	Placement Agent
				Contingent
	Warrants			Warrants
	Granted in			Granted in
	June 2024			June 2024
Weighted average fair value	$	30.03		$	37.73
Expected stock price volatility		140.0	%		127.0	%
Expected term (years)		2.1			5.7
Expected dividend yield		—	%		—	%
Risk-free interest rate		4.63	%		4.31	%

- Definition

The entire disclosure for equity.

+ References

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+ Details

MetaVia Inc. 10-K