MetaVia Inc美国招股说明书（2026年4月7日版）

This prospectus relates to the offer and resale from time to time of up to 936,846 shares of our common stock, par value $0.001per share (the “common stock”), consisting of: (i)231,320 shares of our common stock (the “PIPE Shares”) issued in a private placementpursuant to a Securities Purchase Agreement, dated as of June23, 2024, by and between us and the purchasers named therein (the “PIPEPurchase Agreement”); (ii)693,962 shares of our common stock issuable upon exercise of SeriesB Common Stock Purchase Warrants (the“2024 SeriesB Warrants”), which were issued pursuant to the PIPE Purchase Agreement and that certain Securities Purchase Agreement,dated as of June23, 2024, by and between us and the purchasers named therein (together, the “Securities Purchase Agreements”); and The shares of our common stock pursuant to which this prospectus relates were registered on behalf of the selling securityholdersidentified in the “Selling Securityholders” section of this prospectus or their permitted pledgees, assignees and successors-in-interest (the“Selling Securityholders”) pursuant to a Registration Rights Agreement, dated as of June23, 2024, by and between us and the purchasersnamed therein (the “2024 Registration Rights Agreement”). The Selling Securityholders or their pledgees, assignees and successors-in-interest may offer, sell or distribute the shares of our common stock in a number of different ways and at varying prices. We provide moreinformation about how the Selling Securityholders may offer, sell or distribute the shares of our common stock in the section of this Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “MTVA.” On April 6, 2026, the lastreported sale price of our common stock on Nasdaq was $1.22 per share. We are a “smaller reporting company” as defined under U.S. federal securities laws and, as such, have elected to comply withreduced public company reporting requirements. See “Prospectus Summary — Implications of Being a Smaller Reporting Company.” This The Registration Statement pursuant to which this prospectus relates, registered the resale of a substantial number of shares of ourcommon stock by the Selling Securityholders. Sales in the public market of a large number of shares of our common stock, or the An investment in our shares of common stock involves a high degree of risk. Before making any investment decision, youshould carefully read the discussion of the material risks of investing in our shares of common stock in “Risk Factors” beginningon page5 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus is April 6, 2026 TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of the Registration Statement on FormS-1 that we filed with the Securities and Exchange Commission (the“SEC”) using the “shelf” registration process. Under this shelf registration process, the Selling Securityholders named in this prospectusmay, from time to time, sell or otherwise distribute the shares of common stock offered by them as described in the section titled “Plan ofDistribution” in this prospectus. We will not receive any of the proceeds from the sale of shares of our common stock by the SellingSecurityholders; however, we will receive proceeds from the exercise of any Warrants for cash. You should read this prospectus together Neither we nor the Selling Securityholders have authorized anyone to provide you with any information or to make anyrepresentations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectusesprepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Securityholders take responsibility for, and can We may also provide a prospectus supplement or post-effective amendment to the Registration Statement to add information to, orupdate or change information contained in, this prospectus. You should rely only on the information contained in, or incorporated byreference in, this prospectus and in any accompanying prospectus supplement. We have not authorized anyone to provide you withdifferent information from that contained in, or incorporated by reference in, this prospectus. You should not assume that the information inthis prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents or that anydocument incorporated by reference is accurate as of any date other than its filing date. You should not consider this prospectus to be an In this prospectus, we frequently use the terms “we,” “our,” “us,” “MetaVia”, “Registrant,” and the “Company” to refer to All trademarks or trade names referred to in this prospectus are the property of their respectiv