Registration No. 333-

As filed with the Securities and Exchange Commission on April 3, 2026

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

FORM S-8

 

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

 

MetaVia INC.
(Exact name of registrant as specified in its charter)

 

 

Delaware		47-2389984
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)
545 Concord Avenue, Suite 210 Cambridge, MA		02138
(Address of Principal Executive Offices)		(Zip code)

 

MetaVia Inc. Amended and Restated 2022 Equity Incentive Plan 

(Full title of the plan)

 

Hyung Heon Kim
President, Chief Executive Officer and Director
MetaVia Inc. 

545 Concord Avenue, Suite 210 

Cambridge, MA 02138
(Name and address of agent for service)

 

857-702-9600 

(Telephone number, including area code, of agent for service)

 

 

Copies to:
Phillip D. Torrence, Esq.
Joshua W. Damm, Esq.
Honigman LLP
650 Trade Centre Way, Suite 200
Kalamazoo, Michigan 49002
Tel: (269) 337-7700 

Fax: (269) 337-7703

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	¨	Accelerated filer		¨
Non-accelerated filer	x	Smaller reporting company		x
		Emerging growth company		¨

 

If 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 7(a)(2)(B) of the Securities Act.  ¨

 

 

 

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

 

This Registration Statement on Form S-8 (the “Registration Statement”) is being filed by MetaVia Inc. (the “Registrant,” “we,” “us” or “our”) for the purpose of registering an additional 94,236 shares of common stock, par value $0.001 per share (the “Common Stock”), issuable under the MetaVia Inc. Amended and Restated 2022 Equity Incentive Plan (the “2022 Incentive Plan”) pursuant to the provision of the 2022 Incentive Plan providing for an annual automatic increase in the number of shares reserved for issuance under the 2022 Incentive Plan. This Registration Statement hereby incorporates by reference the contents of the Registrant’s previous registration statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on April 17, 2023 (Registration No. 333-271292) and March 27, 2025 (Registration No. 333-286184) to the extent not superseded hereby.

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

The information called for by Part I of Form S-8 is omitted from this Registration Statement in accordance with Rule 428 of the Securities Act of 1933, as amended (the “Securities Act”), and the instructions to Form S-8. In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plan covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents filed by the Registrant with the Commission pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

 

(a)

the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Commission on March 26, 2026 (the “Annual Report”);

 

(b)

all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and

 

(c)

the description of the Registrant’s Common Stock which is contained in the Registration Statement on Form 8-A filed with the Commission on June 20, 2016 (File No. 001-37809) under Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

 

All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to the Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents, except that information furnished to the Commission under Item 2.02 or Item 7.01 in Current Reports on Form 8-K and any exhibit relating to such information, shall not be deemed to be incorporated by reference in this Registration Statement.

 

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

 

Item 8. Exhibits.

 

EXHIBIT INDEX

 

The following exhibits are filed as part of this Registration Statement.

 

INDEX TO EXHIBITS

 

Exhibit				Incorporated by Reference
Number		Description		Form		File No.		Exhibit		Filing Date
3.1		Third Amended and Restated Certificate of Incorporation of the Registrant		8-K		001-37809		3.1		8/10/2016
3.2		Certificate of Amendment (Reverse Stock Split) to the Third Amended and Restated Certificate of Incorporation of the Registrant		8-K		001-37809		3.1		12/31/2019
3.3		Certificate of Amendment (Name Change) to the Third Amended and Restated Certificate of Incorporation of the Registrant		8-K		001-37809		3.2		12/31/2019
3.4		Certificate of Amendment (Reverse Stock Split) to the Third Amended and Restated Certificate of Incorporation of the Registrant		8-K		001-37809		3.1		9/12/2022
3.5		Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of the Registrant		8-K		001-37809		3.1		12/19/2023
3.6		Certificate of Amendment (Name Change) to the Third Amended and Restated Certificate of Incorporation of the Registrant		8-K		001-37809		3.1		11/18/2024
3.7		Fourth Amended and Restated Bylaws of the Registrant		8-K		001-37809		3.2		11/18/2024
5.1*		Opinion of Honigman LLP
23.1*		Consent of BDO USA, P.C., Independent Registered Public Accounting Firm
23.2*		Consent of Honigman LLP (included in Exhibit 5.1)
24.1*		Power of Attorney of certain directors and officers of the Registrant (contained on signature page)
99.1		Amended and Restated 2022 Equity Incentive Plan of the Registrant, as amended November 29, 2024, and forms of award agreements		10-K		001-37809		10.7		3/20/2025
107*		Filing Fee Table

 

 

*            Filed herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on April 3, 2026.

 

	METAVIA INC.
	By:	/s/ Hyung Heon Kim
		Name:	Hyung Heon Kim
		Title:	President, Chief Executive Officer and Director

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Hyung Heon Kim and Andrew I. Koven, and each of them, as his true and lawful attorneys-in-fact, proxies and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, including post-effective amendments and to file the same, with any exhibits thereto and other documents in connection therewith, with the Commission, or any state securities department or any other federal or state agency or governmental authority granting unto such attorneys-in-fact, proxies and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxies and agents, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Hyung Heon Kim		President, Chief Executive Officer (Principal Executive		April 3, 2026
Hyung Heon Kim		Officer) and Director
/s/ Marshall H. Woodworth		Chief Financial Officer (Principal Financial Officer and		April 3, 2026
Marshall H. Woodworth		Principal Accounting Officer)
/s/ Andrew I. Koven		Chairman of the Board of Directors		April 3, 2026
Andrew I. Koven
/s/ Mark A. Glickman		Director		April 3, 2026
Mark A. Glickman
/s/ Jason L. Groves		Director		April 3, 2026
Jason L. Groves
/s/ Michael Salsbury		Director		April 3, 2026
Michael Salsbury
/s/ D. Gordon Strickland		Director		April 3, 2026
D. Gordon Strickland
/s/ James P. Tursi, M.D.		Director		April 3, 2026
James P. Tursi, M.D.

 

 

 

 

Exhibit 5.1

 

 

April 3, 2026

 

MetaVia Inc.

545 Concord Avenue, Suite 210

Cambridge, Massachusetts 02138  

 

Re: Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as counsel to MetaVia Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”) for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of a maximum of 94,236 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), to be issued by the Company pursuant to awards under the MetaVia Inc. Amended and Restated 2022 Equity Incentive Plan (as amended from time to time, the “2022 Incentive Plan”).

 

We do not express any opinion herein concerning any law other than the Delaware General Corporation Law (the “DGCL”). We are not admitted to practice in the State of Delaware and, with respect to the opinion set forth herein, insofar as it relates to any Delaware law, we have limited our review to standard compilations available to us of the DGCL, which we have assumed to be accurate and complete, and we have not reviewed case law.

 

In rendering the opinion set forth herein, we have assumed the genuineness of all signatures on all documents examined by us, the due authority of the parties signing such documents, the authenticity of all documents submitted to us as originals, the conformity to authentic originals of all documents submitted to us as copies and that the offer and sale of the Shares complies in all respects with the terms, conditions and restrictions set forth in the Registration Statement and the 2022 Incentive Plan. The Company has represented to us, and we have also assumed, that the Company has reserved from its duly authorized capital stock a sufficient number of shares of Common Stock, including the Shares, for issuance under the 2022 Incentive Plan and will keep such reserve available at all times to enable the Company to issue and deliver the Shares upon the settlement of awards under the 2022 Incentive Plan.

 

Based upon, subject to and limited by the foregoing, and based upon our examination of such documents and other matters as we deem relevant, we are of the opinion that the Shares to be issued by the Company under the 2022 Incentive Plan pursuant to the Registration Statement are duly authorized and, when issued and sold by the Company in accordance with the 2022 Incentive Plan and the awards thereunder, the Registration Statement and the related prospectus, will be validly issued, fully paid and non-assessable.

 

This opinion letter speaks only as of its date. We do not undertake any obligation to advise you or any other party of changes of law or fact that occur after the date of this opinion letter – even though the change may affect the legal analysis or legal conclusion in this opinion letter.

 

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the Commission.

 

	Very truly yours,
	/s/ Honigman LLP
	HONIGMAN LLP

 

Honigman LLP • 650 Trade Centre Way • Suite 200 • Kalamazoo, Michigan 49002-0402

 

 

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We hereby consent to the incorporation by reference in this Registration Statement of our report dated March 26, 2026, relating to the consolidated financial statements of MetaVia Inc. (the Company) appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.

 

/s/ BDO USA, P.C.

Boston, Massachusetts

 

April 3, 2026

 

 

S-8 S-8 EX-FILING FEES 0001638287 MetaVia Inc. N/A Fees to be Paid 0001638287 2026-03-27 2026-03-27 0001638287 1 2026-03-27 2026-03-27 iso4217:USD xbrli:pure xbrli:shares

Exhibit 107

Calculation of Filing Fee Tables

S-8

MetaVia Inc.

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
1	Equity	Common Stock, par value $0.001 per share	Other	94,236	$ 1.2747	$ 120,122.63	0.0001381	$ 16.59
Total Offering Amounts:						$ 120,122.63		$ 16.59
Total Fee Offsets:								$ 0.00
Net Fee Due:								$ 16.59

Offering Note

1

1a. Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement on Form S-8 (the "Registration Statement") shall also cover any additional shares of common stock, par value $0.001 per share (the "Common Stock"), that become issuable under the plan set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of MetaVia Inc. (the "Registrant") Common Stock. 1b. Represents additional shares of Common Stock to be registered and available for grant under the Registrant's Amended and Restated 2022 Equity Incentive Plan (the "2022 Incentive Plan") resulting from the annual automatic increase in shares available for issuance under the 2022 Incentive Plan pursuant to the provision of the 2022 Incentive Plan providing for an annual automatic increase in the number of shares reserved for issuance under the 2022 Incentive Plan. 1c. Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act, solely for the purposes of calculating the registration fee and based on the average of the high and low prices of the Registrant's Common Stock as reported on the Nasdaq Capital Market on March 27, 2026, which date is within five business days prior to the filing of this Registration Statement. 1d. The Registrant does not have any fee offsets.

Table 2: Fee Offset Claims and Sources	☑Not Applicable

		Registrant or Filer Name	Form or Filing Type	File Number	Initial Filing Date	Filing Date	Fee Offset Claimed	Security Type Associated with Fee Offset Claimed	Security Title Associated with Fee Offset Claimed	Unsold Securities Associated with Fee Offset Claimed	Unsold Aggregate Offering Amount Associated with Fee Offset Claimed	Fee Paid with Fee Offset Source
Rule 457(p)
Fee Offset Claims
Fee Offset Sources