MetaVia (MTVA) Proxy Filing summary

Executive summary

• A virtual Special Meeting of Stockholders is scheduled for September 18, 2024, to vote on two key proposals related to the issuance of common stock underlying certain warrants and potential adjournment to solicit more proxies if needed.

• The Board unanimously recommends voting in favor of both proposals, emphasizing the importance of shareholder participation.

• The meeting will be held online, and shareholders can vote electronically or by proxy in advance.

Voting matters and shareholder proposals

• Proposal 1 seeks approval, per Nasdaq Listing Rule 5635(d), for the issuance of up to 12,849,878 shares of common stock upon exercise of Series A, Series B, and Placement Agent Warrants, exceeding 20% of outstanding shares.

• Proposal 2 authorizes adjournment of the meeting to solicit additional proxies if there are insufficient votes for Proposal 1.

• Only shareholders of record as of August 16, 2024, are entitled to vote, with certain shares issued in the recent private placement excluded from voting on these proposals.

• Abstentions count as votes against, and broker non-votes are not permitted as both proposals are non-routine.

Board of directors and corporate governance

• The Board of Directors, led by Chair Andrew I. Koven, is actively soliciting proxies and recommends voting for both proposals.

• None of the directors or executive officers have substantial interests in the matters up for vote.