Ladies and gentlemen, this is the conference operator. Thank you for standing by. The call will begin in a few moments. Again, this is the conference operator. Thank you for standing by. The call will begin in a few moments. Thank you.
[Break]
Good morning, ladies and gentlemen. Welcome to the MetaVia Inc, 2026 Annual Meeting of Stockholders. I am Hyung Heon Kim, President and Chief Executive Officer of MetaVia Inc. Thank you all for joining. At this time, I call the meeting to order. There are five items of business on today's agenda.
Agenda 1, to elect two Class I directors, each to serve a three-year term until the Annual Meeting of stockholders and until the election and qualification of such director's successor or such director's earlier death, resignation, or removal. Proposal 2, to ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31st, 2026. Agenda 3, to approve an amendment to our Third Amended and Restated Certificate of Incorporation, as amended, to effect a reverse split of our outstanding Common Stock at a ratio in the range of 1-for-5 to 1-for- 22, to be determined at the discretion of our Board of Directors, whereby each outstanding 5 to 22 shares of Common Stock would be combined, converted, and changed into one share of our Common Stock.
Proposal number 4, to approve the first amendment to our 2022 Equity Incentive Plan to increase the aggregate number of shares of Common Stock that may be issued pursuant to awards by 200,000 shares of Common Stock. Agenda number five, to authorize one or more adjournments of the Annual Meeting to solicit additional proxies in the event there are insufficient votes to approve Proposals 3 and 4. I will act as chairperson of this meeting. Marshall Woodworth will act as Secretary of this meeting. I would like to take this opportunity to introduce the other current directors who are joining us virtually today. Andrew Koven, the Chairman of the Board, Mark Glickman, Michael Salsbury, D. Gordon Strickland, and Dr. James Tursi. The agenda for today's meeting and the rules of conduct, the proxy statement, and the certified list of stockholders are available for viewing on the virtual meeting website.
Christina M. Perino, a representative from the Carideo Group, Inc, has been appointed as the Inspector of Elections for today's meeting, and she has signed an oath of office, which will be filed in our corporate records. Marshall, can you confirm that there is a quorum for today's meeting?
Yes. The holders of 1/3 of the voting power of MetaVia's outstanding shares of Common Stock entitled to vote as of the close of business on April 13th, 2026, are present by remote communication or represented by proxy at today's meeting. As a result, a quorum is present, the meeting is duly constituted, and the business of the meeting may proceed.
Thank you, Marshall. The report of the secretary on the existence of a quorum is accepted. We may now proceed to transact the business for which this meeting has been called. As described in our proxy statement dated April 27th, 2026, there are five items of business today. The time is now 10:10 A.M., and the polls for all proposals are now open. The polls will remain open until all items of business have been presented. Holders of our Common Stock as of the close of business on the record date are entitled to one vote per share with respect to each proposal to be acted upon at today's meeting. If you are a stockholder who has already voted by proxy, you do not need to vote at this meeting unless you wish to change your vote on these items.
The individuals named in the proxy will vote your shares as indicated on the proxy that you already have mailed or delivered to us. If you are eligible to vote and have not submitted your ballot or proxy, or if you want to change your vote, you may do so now. Please log on using your control number and cast your digital vote by clicking on the voting button on the virtual meeting website and following the instructions before the closing of the polls. The polls will close after the presentation of the last proposal in the notice of meeting. The digital votes cast today will be counted in the final tally, along with the proxies previously received. After the polls close, we will announce the preliminary results of today's meeting. We will not have a live question-and-answer session at this time.
I will now address the five items of business for today's meeting, each of which is more fully described in our proxy statement filed with the Securities and Exchange Commission on April 27th, 2026. The first item of business is Proposal 1, the election of two Class I directors, each to serve a three-year term until the Annual Meeting of stockholders and until the election and qualification of such director's successor, or such director's earlier death, resignation, or removal. You may vote for all, for all except, or withhold all for the nominees on Proposal 1. For Proposal 1, each Class I director will be elected by a plurality of the votes of shares of Common Stock present by remote communication or represented by proxy at the Annual Meeting and entitled to vote on the election of directors.
Abstentions and votes withhold all or for all except will have no effect on Proposal 1. The second item of business is Proposal 2, the ratification of the appointment of BDO USA, P.C. as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. You may vote for, against, or abstain on Proposal 2. Proposal 2 requires the affirmative vote of the holders of a majority of the voting power of the shares of Common Stock present by remote communication, or represented by proxy at today's meeting and entitled to vote at today's meeting. Abstentions will have the same effect as votes against Proposal 2.
The third item of business is Proposal 3, the approval of an amendment to our Third Amended and Restated Certificate of Incorporation, as amended, to effect a reverse split of our outstanding Common Stock at a ratio in the range of 1-for-5 to 1-for-22, to be determined at the discretion of our Board of Directors, whereby each outstanding 5 to 22 shares of our Common Stock would be combined, converted, and changed into one share of our Common Stock. You may vote for, against, or abstain on Proposal 3. Proposal 3 requires the affirmative vote of the majority of votes cast at the Annual Meeting. Abstentions will have no effect on Proposal 3.
The fourth item of business is Proposal 4, the approval of the first amendment to our 2022 Equity Incentive Plan to increase the aggregate number of shares of Common Stock that may be issued pursuant to awards by 200,000 shares of Common Stock. You may vote for, against, or abstain on Proposal 4. Proposal 4 requires the affirmative vote of the holders of a majority of the voting power of the shares of Common Stock present by remote communication or represented by proxy at today's meeting and entitled to vote at today's meeting. Abstentions will have the same effect as votes against Proposal 4. The fifth item of business is Proposal 5, the authorization of one or more adjournments of the Annual Meeting to solicit additional proxies in the event there are insufficient votes to approve Proposals 3 and 4. You may vote for, against, or abstain on Proposal 5.
Proposal 5 requires the affirmative vote of the holders of a majority of the voting power of the shares of Common Stock present by remote communication or represented by proxy at today's meeting and entitled to vote at today's meeting. Abstentions will have the same effect as votes against Proposal 5. We will now vote on these five items of business. Eligible holders of our Common Stock as of the close of business on the record date, April 13th, 2026, are entitled to one vote per share with respect to each proposal to be acted upon at today's meeting.
Thanks, HH. All ballots have been submitted at this time.
I declare the polls for the matters voted upon at this meeting closed at 10:18 A.M. today, June 8th, 2026. The Inspector of Elections will now proceed to tabulate the ballots. The Inspector of Elections has the preliminary results of the tabulation. We will now announce those results. With respect to Proposal 1, based on the results as tabulated by the Inspector of Elections, D. Gordon Strickland and Dr. James Tursi are the two nominees on the ballot who received the highest number of four votes cast, and therefore each nominee has been elected to the Board of Directors. With respect to Proposal 2, based on the results as tabulated by the Inspector of Elections, the proposal to ratify the appointment of BDO USA, P.C. as the independent registered public accounting firm for the fiscal year ending December 31st, 2026, has been approved.
With respect to Proposal 3, based on the results as tabulated by the Inspector of Elections, the proposal to approve an amendment to our Third Amended and Restated Certificate of Incorporation, as amended to effect a reverse split of our outstanding Common Stock at a ratio in the range of 1-for-5 to 1-for-22, to be determined at the discretion of our Board of Directors, has been approved. With respect to Proposal 4, based on the results as tabulated by the Inspector of Elections, the proposal to approve the first amendment to our 2022 Equity Incentive Plan to increase the aggregate number of shares of Common Stock that may be issued pursuant to awards by 200,000 shares of Common Stock, has been approved.
With respect to Proposal 5, based on the results as tabulated by the Inspector of Elections, the proposal to authorize one or more adjournments of the Annual Meeting to solicit additional proxies in the event there are insufficient votes to approve Proposals 3 and 4, has been approved. The Inspector of Elections will furnish the Secretary with a written report of the final vote count with respect to the matters voted on today, which shall be included in the minutes of the meeting. We intend to include the final voting results in a current report on Form 8-K to be filed with the SEC within four business days. As there is no further formal business to come before this meeting, I declare this meeting formally adjourned and all matters before it closed. Thank you again for joining us.
The meeting has now concluded. Thank you for joining, and have a pleasant day.