MetaVia Inc. 8-K

What Happened

• MetaVia Inc. filed an 8-K on June 8, 2026 reporting results of its 2026 virtual annual meeting. Stockholders elected two Class I directors (D. Gordon Strickland and James P. Tursi, M.D.), ratified BDO USA, P.C. as auditor, approved a reverse stock split and approved an increase to its 2022 Equity Incentive Plan.
• The First Amendment to the 2022 Equity Incentive Plan (effective on stockholder approval) increases the plan pool by 200,000 shares. The reverse split was approved on a board-determined ratio range of 1-for-5 to 1-for-22.

Key Details

• Meeting date and quorum: June 8, 2026; 2,866,545 shares present and entitled to vote.
• Equity plan increase: +200,000 shares (First Amendment became effective upon approval; full text attached as Exhibit 10.1 to the filing).
• Reverse split vote: 2,472,949 For, 373,239 Against, 20,357 Abstain.
• Director elections: D. Gordon Strickland — 1,927,368 For / 7,372 Withheld (931,805 broker non-votes); James P. Tursi, M.D. — 1,926,735 For / 8,005 Withheld (931,805 broker non-votes).
• Auditor ratification: BDO USA, P.C. ratified — 2,772,109 For, 89,718 Against, 4,718 Abstentions (no broker non-votes).

Why It Matters

• The approved reverse stock split (1-for-5 to 1-for-22 range) will decrease the number of outstanding shares and increase the per-share price proportionally if implemented, which can affect trading liquidity and index/listing considerations. The exact ratio will be chosen by the board.
• The 200,000-share increase to the equity incentive plan expands the company’s ability to grant stock-based awards, which can dilute existing shareholders if awards are issued but is commonly used to attract and retain employees and directors.
• Re-election of directors and ratification of the independent auditor provide continuity in governance and external financial oversight following the meeting.