Form 8-K

8-K — MetaVia Inc.

Accession: 0001104659-26-071358

Filed: 2026-06-08

Period: 2026-06-08

CIK: 0001638287

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — tm2615356d2_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2615356d2_ex10-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported): June

8, 2026

METAVIA

INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-37809

47-2389984

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

545

Concord Avenue, Suite 210

Cambridge,

Massachusetts

(Address of principal executive offices)

02138

(Zip Code)

(857)

702-9600

(Registrant’s telephone number,

including area code)

Not applicable

(Former name or former address, if changed

since last report)

Check the appropriate box below if the Form 8-K filing

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common

Stock, par value $0.001 per share

MTVA

The

Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ¨

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of

Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 8, 2026, at the 2026

virtual annual meeting of stockholders (the “Annual Meeting”) of MetaVia Inc. (the “Company”),

the stockholders of the Company approved the first amendment (the “First Amendment”) to the MetaVia Inc. 2022

Amended and Restated Equity Incentive Plan, as amended on November 29, 2024 (the “2022 Equity Incentive Plan”),

which was previously approved by the Board of Directors of the Company. The First Amendment became effective upon stockholder approval,

and provides for an increase in the aggregate number of shares of the Company’s common stock, par value $0.001 per share (the “Common

Stock”), that may be issued pursuant to the 2022 Equity Incentive Plan by 200,000 shares.

Except as amended by the

First Amendment, the other terms of the 2022 Equity Incentive Plan remain in full force and effect. A description of the terms of the

First Amendment and 2022 Equity Incentive Plan is included in “Proposal 4 Approval of the First Amendment to Our 2022 Equity Incentive

Plan” in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission

on April 27, 2026 (the “Proxy Statement”), which description is incorporated herein by reference. Such description

is a summary only and is qualified in its entirety by reference to the full text of the First Amendment and 2022 Equity Incentive Plan

included in such definitive proxy statement. The First Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 8, 2026, the Company

held its Annual Meeting, whereby the Company’s stockholders voted on five proposals at the Annual Meeting as set forth below, each

of which is described in more detail in the Proxy Statement. There were 2,866,545 shares of Common Stock present and entitled to vote

at the Annual Meeting, online or by proxy, which constituted a quorum for the transaction of business. In deciding the proposals at the

Annual Meeting, each share of Common Stock represented one vote.

At the Annual Meeting, the

Company’s stockholders voted on the following proposals:

To elect two Class I directors, each to serve a three-year term until the 2029 annual meeting

of stockholders and until the election and qualification of such director’s successor, or such director’s earlier death,

resignation, or removal (the “Class I Directors Proposal”);

To ratify the appointment of BDO USA, P.C.

as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

To approve an amendment to the Company’s

Third Amended and Restated Certificate of Incorporation, as amended, to effect a reverse split of the Company’s outstanding

Common Stock at a ratio in the range of 1-for-5 to 1-for-22 to be determined at the discretion of the Company’s  Board

of Directors, whereby each outstanding 5 to 22 shares of Common Stock would be combined, converted and changed into one share of  the

Company’s Common Stock (the “Reverse Stock Split Proposal”);

To approve the First Amendment to the 2022 Equity Incentive Plan to increase the aggregate number of

shares of Common Stock that may be issued pursuant to awards by 200,000 shares of Common Stock (the “Equity Plan Proposal”);

and

To authorize one or more adjournments of the

Annual Meeting to solicit additional proxies in the event there are insufficient votes to approve Proposals 3 and 4 described above

(the “Adjournment Proposal”).

The voting results at the Annual Meeting are shown

below:

Proposal 1—The Class I Directors

Proposal.

Class I Nominees

Votes For

Votes Withheld

Broker Non-Votes

D. Gordon Strickland

1,927,368

7,372

931,805

James P. Tursi, M.D.

1,926,735

8,005

931,805

D. Gordon Strickland and James P. Tursi, M.D. were elected as Class

I directors to serve until the 2029 annual meeting of stockholders.

Proposal 2—Ratification of the appointment

of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Votes For

Votes Against

Abstentions

2,772,109

89,718

4,718

The stockholders ratified the appointment of BDO USA, P.C. as the

Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. There were no broker non-votes

on this matter.

Proposal

3— The Reverse Stock Split Proposal.

Votes For

Votes Against

Abstentions

2,472,949

373,239

20,357

The stockholders approved the Reverse Stock Split

Proposal. There were no broker non-votes on this matter.

Proposal 4—The Equity Plan Proposal.

Votes For

Votes Against

Abstentions

Broker Non-Votes

1,893,233

35,799

5,708

931,805

The stockholders approved the Equity Plan Proposal.

Proposal 5—The Adjournment Proposal.

Votes For

Votes Against

Abstentions

Broker Non-Votes

1,902,616

29,372

2,752

931,805

The stockholders approved the Adjournment Proposal.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Exhibit Description

10.1

First

Amendment to the MetaVia Inc. Amended and Restated 2022 Equity Incentive Plan.

104

Cover Page Interactive Data File (embedded within Inline

XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

METAVIA INC.

Date: June 8, 2026

By:

/s/

Hyung Heon Kim

President and Chief Executive

Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2615356d2_ex10-1.htm · Sequence: 2

Exhibit 10.1

FIRST AMENDMENT TO THE

METAVIA INC. AMENDED AND RESTATED 2022 EQUITY INCENTIVE PLAN

RECITALS

A. The MetaVia Inc. Amended and Restated 2022 Equity Incentive Plan (the “Plan”),

initially adopted by our Board on November 8, 2022, approved by our stockholders on December 22, 2022, and further amended by the Board

on November 29, 2024, is hereby amended by this First Amendment to the Plan (this “First Amendment”) as set

forth below. This First Amendment shall be effective from and after the date that this First Amendment is approved by the stockholders

of the Company in accordance with the terms of the Plan. Following such effective date, any reference to the “Plan” shall

mean the Plan, as amended by this First Amendment. All capitalized terms used but not otherwise defined herein shall have the respective

meanings ascribed to such terms in the Plan.

AMENDMENT

1. Section 2(a) of the Plan is hereby deleted in its entirety and replaced with the following:

“(a) Share Reserve.

Subject to adjustment in accordance with Section 2(c) and any adjustments as necessary to implement any Capitalization Adjustments,

the aggregate number of shares of Common Stock that may be issued pursuant to Awards will not exceed the sum of (i) 506,201 shares, plus

(ii) the Prior Plan’s Available Reserve, plus (iii) the number of Returning Shares, if any, as such shares become available from

time to time. In addition, subject to any adjustments as necessary to implement any Capitalization Adjustments, such aggregate number

of shares of Common Stock will 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, to an amount equal to 10% of the Fully Diluted Shares 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.”

2. Except as set forth in this First Amendment, the Plan shall be unaffected hereby and shall remain in full

force and effect.

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