aibioMetaVia closes private placement with about $10.0 million in gross proceeds
Tickers MTVA
MetaVia sold 9,479,345 shares at $0.71 each and pre-funded warrants for 4,605,162 shares. Ladenburg Thalmann was the exclusive placement agent, for a cash fee of 9.0% of gross proceeds.
Key facts
- Company
- MetaVia Inc. (NASDAQ: MTVA)
- News type
- Financings
- Primary source
- MetaVia Inc. Form 8-K filed May 14, 2025 (SEC EDGAR)
MetaVia Inc. (Nasdaq: MTVA) has closed a private placement of common stock and pre-funded warrants that brought in gross proceeds of approximately $10.0 million, before the placement agent's fees and other offering expenses. The company reported the deal in a Form 8-K filed May 14, 2025. It says it will use the net proceeds for working capital and general corporate purposes, including clinical development of DA-1726 for obesity.
The terms
MetaVia signed a securities purchase agreement on May 8, 2025 with certain institutional accredited investors. It agreed to sell 9,479,345 shares of common stock at $0.71 a share. It also agreed to sell 4,605,162 pre-funded warrants at $0.709 each, which entitle the holders to buy the same number of common shares. The warrants have an exercise price of $0.001 a share.
The warrants cannot be exercised until stockholders approve the issuance of the underlying shares. A holder also cannot exercise a warrant if that would leave it owning more than 19.99% of the common stock outstanding afterward. A holder may raise or lower that cap, up to 19.99%, effective 61 days after written notice to the company.
The press release issued May 9, 2025 says the placement was priced at-the-market under Nasdaq rules, and that closing was expected on or about May 12. The 8-K says the placement closed on May 14, 2025.
Who was paid
Ladenburg Thalmann & Co. Inc. was the exclusive placement agent, under an engagement letter dated March 4, 2025, as amended, and a placement agency agreement dated May 8, 2025. MetaVia agreed to pay Ladenburg a cash fee equal to 9.0% of gross proceeds and to reimburse out-of-pocket expenses of up to $155,000. The 8-K does not name any counsel to the company or to the placement agent.
Registration and resale
The securities were sold without registration under the Securities Act of 1933, relying on Section 4(a)(2) and Regulation D. The company must file one or more registration statements covering resale of the shares and the warrant shares within 30 days after stockholder approval. It must seek to have them declared effective as quickly as possible, and no later than 60 days after stockholder approval, or 90 days if the SEC conducts a full review. The registration rights give each purchaser demand and piggyback rights, including two long-form registration statements.
The 8-K itself does not give the number of common shares outstanding, so the dilution to existing holders cannot be measured from it. The number of shares that would be added is 9,479,345 plus up to 4,605,162 warrant shares.
The drug program
According to the company's annual report on Form 10-K filed March 20, 2025, DA-1726 is an oxyntomodulin analogue that works as a dual agonist of the GLP-1 receptor and the glucagon receptor. The company says that mechanism reduces food intake and raises energy expenditure, which it believes could result in weight loss superior to selective GLP-1 receptor agonists. That is the company's own view.
The second program is DA-1241, a GPR119 agonist that the company is developing for metabolic dysfunction-associated steatohepatitis, or MASH. The annual report describes DA-1241 as promoting the release of the gut peptides GLP-1, GIP and PYY. MetaVia is based in Cambridge, Massachusetts.
The gap in the filings
The 8-K and the business section of the annual report do not give MetaVia's cash balance or its net loss. That leaves the $10.0 million gross figure unmeasured against the company's cash needs. The annual report also says the company's net operating loss carryforwards were limited by an ownership change tied to the Dong-A financing and an underwritten public offering closed in November 2022. Future changes in stock ownership could trigger further limits, and the company warns that the carryforwards could expire or otherwise become unavailable.
The 8-K is signed by Hyung Heon Kim, President and Chief Executive Officer.