MetaVia Inc美股招股说明书(2025-07-10版)

identified in this prospectus under the caption “Selling Securityholders”(the “selling securityholders”),including their permitted pledgees, assignees, donees, transferees or successor-in-interest. We issued9,479,345 shares of our common stock and 4,605,162 pre-funded common stock purchase warrants topurchase and 4,605,162 shares of common stock at an exercise price of $0.001 per share (the “pre-funded among us and the selling securityholders. The pre-funded warrants were exercised for shares of our commonstock on June30, 2025. Rights Agreement, dated as of May8, 2025, by and among us and the selling securityholders (the“Registration Rights Agreement”). The selling securityholders or their permitted pledgees, assignees,donees, transferees or successor-in-interest may offer, sell or distribute the shares of our common stock in anumber of different ways and at varying prices. We provide more information about how the sellingsecurityholders may offer, sell or distribute the shares of our common stock in the section of this prospectustitled “Plan of Distribution.” We will not receive any of the proceeds from the sale of shares of our commonstock by the selling securityholders. We have paid or will pay the fees and expenses incident to theregistration of the shares of our common stock for sale by the selling securityholders. The selling July9,2025, the last reported sale price of our common stock as reported on Nasdaq was $0.691 per share.We are a “smaller reporting company” as defined under U.S. federal securities laws and, as such, haveelected to comply with reduced public company reporting requirements. See “Prospectus Summary —Implications of Being a Smaller Reporting Company.” This prospectus complies with the requirements thatapply to an issuer that is a smaller reporting company.The registration statement (the “Registration Statement”) to which this prospectus relates registers theresale of a substantial number of shares of our common stock by the selling securityholders. Sales in thepublic market of a large number of shares of our common stock, or the perception in the market that holders to the contrary is a criminal offense. The date of this prospectus is July10, 2025 ABOUT THIS PROSPECTUSiPROSPECTUS SUMMARY1 RISK FACTORS4SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS5USE OF PROCEEDS8 SELLING SECURITYHOLDERS9PLAN OF DISTRIBUTION13DESCRIPTION OF OUR CAPITAL STOCK16 common stock by the selling securityholders. You should read this prospectus together with the moredetailed information regarding the Company, our common stock, and our financial statements and notes tothose statements that appear elsewhere in this prospectus and any applicable prospectus supplement togetherwith the additional information that we incorporate in this prospectus by reference, which we describe underthe heading “Where You Can Find More Information.”Neither we nor the selling securityholders have authorized anyone to provide you with any informationor to make any representations other than those contained in this prospectus or any applicable prospectussupplement or any free writing prospectuses prepared by or on behalf of us or to which we have referredyou. Neither we nor the selling securityholders take responsibility for, and can provide no assurance as tothe reliability of, any other information that others may give you. The selling securityholders are offering tosell, and seeking offers to buy, shares of their common stock only in jurisdictions where it is lawful to do so.We may also provide a prospectus supplement or post-effective amendment to the RegistrationStatement to add information to, or update or change information contained in, this prospectus. You shouldrely only on the information contained in, or incorporated by reference in, this prospectus and in anyaccompanying prospectus supplement. We have not authorized anyone to provide you with differentinformation from that contained in, or incorporated by reference in, this prospectus. You should not assumethat the information in this prospectus or any prospectus supplement is accurate as of any date other than thedate on the front of those documents or that any document incorporated by reference is accurate as of anydate other than its filing date. You should not consider this prospectus to be an offer or solicitation relatingto the shares of common stock in any jurisdiction in which such an offer or solicitation relating to the sharesof common stock is not authorized. Furthermore, you should not consider this prospectus to be an offer orsolicitation relating to the shares of common stock if the person making the offer or solicitation is notqualified to do so, or if it is unlawful for you to receive such an offer or solicitation. Company OverviewWe are a clinical-stage biotechnology company focused primarily on developing novel pharmaceuticalsto treat cardiometabolic diseases. MetaVia has two programs focused primarily on the treatment ofmetabolic dysfunc