MetaVia Inc美股招股说明书(2025-11-06版)

METAVIA INC. We have entered into an At The Market Offering Agreement, (“Sales Agreement”) with LadenburgThalmann & Co. Inc. (“Ladenburg” or the “Agent”), relating to the sale of shares of our common stock, parvalue $0.001 per share (the “Common Stock”), offered by this prospectus supplement and the accompanyingprospectus. In accordance with the terms of the Sales Agreement, we may offer and sell shares of ourCommon Stock having an aggregate offering amount of up to $2,300,000 from time to time through or toLadenburg, acting as sales agent or principal, at our discretion. Sales of shares of our Common Stock, if any, under this prospectus supplement and the accompanyingprospectus may be made in sales deemed to be “at the market offerings” as defined in Rule415 promulgatedunder the Securities Act of 1933, as amended (the “Securities Act”). There is no arrangement for funds to bereceived in any escrow, trust or similar arrangement. We will pay the Agent commissions for its services in acting as agent in the sale of shares of ourCommon Stock. The Agent will be entitled to compensation at a commission rate of up to 3.0% of theaggregate gross sales price of the shares sold. In connection with the sale of shares of our Common Stock onour behalf, the Agent will be deemed to be an “underwriter” within the meaning of the Securities Act andthe compensation of the Agent will be deemed to be underwriting commissions or discounts. We have alsoagreed to provide indemnification and contribution to the Agent with respect to certain liabilities, includingliabilities under the Securities Act. Our Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “MTVA.” Thelast reported sales price of our shares of Common Stock on November 5, 2025 was $1.00 per share. The aggregate market value of our Common Stock held by non-affiliates pursuant to GeneralInstructionI.B.6 of Form S-3 is $2,329,870, based on 4,659,740 shares of Common Stock held by non-affiliates and a price of $1.50 per share, the last reported sale price per share of our Common Stock onNasdaq on September15, 2025. During the 12-calendar month period that ends on, and includes, the date ofthis prospectus supplement, we did not sell any shares of Common Stock pursuant to GeneralInstructionI.B.6 of Form S-3. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sellour securities in a public primary offering with a value exceeding more than one-third of our public float inany 12-month period so long as our public float remains below $75,000,000. Investing in our securities involves a high degree of risk. Please read carefully the information contained inor incorporated by reference under the heading “Risk Factors” beginning on pageS-8of this prospectussupplement, and under similar headings in other documents filed after the date hereof and incorporated byreference into this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or theaccompanying prospectus. Any representation to the contrary is a criminal offense. Ladenburg Thalmann The date of this prospectus supplement is November 6, 2025 TABLE OF CONTENTS PagePROSPECTUS SUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENTS-1WHERE YOU CAN FIND MORE INFORMATIONS-3INCORPORATION OF INFORMATION BY REFERENCES-4PROSPECTUS SUPPLEMENT SUMMARYS-5THE OFFERINGS-7RISK FACTORSS-8SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-10USE OF PROCEEDSS-14DILUTIONS-15PLAN OF DISTRIBUTIONS-16LEGAL MATTERSS-17EXPERTSS-17 PagePROSPECTUSABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1RISK FACTORS6SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS6USE OF PROCEEDS9DESCRIPTION OF CAPITAL STOCK9DESCRIPTION OF DEBT SECURITIES15DESCRIPTION OF WARRANTS21LEGAL OWNERSHIP OF SECURITIES23PLAN OF DISTRIBUTION26LEGAL MATTERS28EXPERTS28WHERE YOU CAN FIND MORE INFORMATION28INCORPORATION OF CERTAIN INFORMATION BY REFERENCE28 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement onForm S-3 (Registration No. 333-278646) that we filed with the Securities and Exchange Commission (the“SEC”), using a “shelf” registration process. Under this prospectus supplement and the accompanyingprospectus, we may from time to time sell shares of our Common Stock having an aggregate offering priceof up to $2,300,000, at prices and on terms to be determined by market conditions at the time of theoffering. This document is in two parts. The first part is a prospectus supplement, which describes the specificterms of this offering and certain other matters relating to us. The second part is the accompanyingprospectus, which provides more general information, some of which may not apply to this offering. Youshould read both this prospectus supplement and the accompanying pr