MetaVia (MTVA) Proxy Filing summary

Executive summary

• Special Meeting scheduled for September 18, 2024, to vote on two key proposals related to recent securities offerings and warrant issuances.

• Proposal 1 seeks approval 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 pre-issuance shares, as required by Nasdaq rules.

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

• Board unanimously recommends voting FOR both proposals.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of shares underlying Series A, Series B, and Placement Agent Warrants, as required by Nasdaq Listing Rule 5635(d).

• Proposal 2: Authorize adjournment of the Special Meeting to solicit more proxies if needed.

• Only 4,949,736 shares are entitled to vote due to Nasdaq rules excluding certain recently issued shares.

• Abstentions count as votes against; broker non-votes are not permitted as all matters are non-routine.

• Stockholders can vote online, by phone, mail, or during the virtual meeting.

Board of directors and corporate governance

• Board Chair is Andrew I. Koven; Board unanimously supports both proposals.

• None of the directors or executive officers have substantial interests in Proposal 1.

• Dong-A ST Co., Ltd. holds 63.22% of outstanding shares and has agreed to vote in favor of Proposal 1.