MetaVia (MTVA) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 30, 2025, and will be held virtually, with voting available online, by mail, or by phone.

• Key proposals include director elections, auditor ratification, executive compensation, a reverse stock split, approval of share issuance related to a private placement, and potential adjournment to solicit more votes.

• The board unanimously recommends voting in favor of all proposals.

• Forward-looking statements address commercial strategy, regulatory timelines, integration of product candidates, and risks related to stock price and fundraising.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class III directors for three-year terms.

• Proposal 2: Ratify BDO USA, P.C. as independent auditor for 2025.

• Proposal 3: Advisory vote on executive compensation (say-on-pay).

• Proposal 4: Approve a reverse stock split at a ratio of 1-for-5 to 1-for-30, at board discretion.

• Proposal 5: Approve issuance of shares equal to or exceeding 20% of outstanding stock upon exercise of pre-funded warrants from a private placement.

• Proposal 6: Authorize adjournment of the meeting to solicit additional proxies if Proposal 5 lacks sufficient votes.

Board of directors and corporate governance

• The board consists of seven members, with staggered three-year terms.

• The chair and CEO roles are separated; Andrew I. Koven is chair, Hyung Heon Kim is CEO.

• The company is a controlled company under Nasdaq rules due to Dong-A's majority ownership, exempting it from certain governance requirements.

• Board committees include audit, compensation, and nominating/corporate governance, all with independent directors.

• Directors are encouraged to attend annual meetings; all attended in 2024.