DONG-A ST CO., LTD → MetaVia Inc. MTVA

Item 4 of this Schedule 13D is hereby amended and supplemented to include the following: Securities Purchase Agreement and Warrants On May 8, 2025, the Reporting Persons entered into a Securities Purchase Agreement with the Issuer (the "Securities Purchase Agreement") pursuant to which (i) DA ST agreed to purchase from the Issuer 4,647,887 shares of Common Stock, and (ii) DA Socio agreed to purchase from the Issuer (a) 4,831,458 shares of Common Stock, and (b) Pre-Funded Warrants to acquire 4,605,162 shares of Common Stock (the "Warrants"), in each case for the purchase price set forth in the Securities Purchase Agreement. The Warrants become exercisable for shares of Common Stock upon obtaining the requisite approval of the Issuer's stockholders in accordance with applicable Nasdaq listing rules (the "Stockholder Approval"). In addition, pursuant to the Securities Purchase Agreement, the Issuer agreed to call a meeting of stockholders not later than 60 days after the closing under the Securities Purchase Agreement to obtain the Stockholder Approval. In the event that the Issuer does not obtain the Stockholder Approval at the first stockholder meeting, the Issuer is obligated to hold a meeting every four months thereafter until the Stockholder Approval is obtained. The Warrants contain a provision which precludes exercise of the Warrants to the extent that, following exercise, DA Socio, together with its affiliates and other attribution parties, including DA ST, would own more than 19.99% of the Common Stock outstanding. The foregoing descriptions of the Securities Purchase Agreement and Warrants are qualified in their entirety by the terms and conditions of the Securities Purchase Agreement and Warrants, as applicable, filed as Exhibits 99.1 and 99.2 hereto and which are incorporated by reference herein. Registration Rights Agreement In connection with entering into the Securities Purchase Agreement, on May 8, 2025, the Reporting Persons and the Issuer entered into a registration rights agreement (the "2025 Registration Rights Agreement"). The 2025 Registration Rights Agreement provides the Reporting Persons with demand registration rights, and the Issuer agreed to file a resale registration statement to register the shares of Common Stock issued under the Securities Purchase Agreement and issuable upon exercise of the Warrants (subject to obtaining the Stockholder Approval). The foregoing description of the 2025 Registration Rights Agreement is qualified in its entirety by the terms and conditions of the 2025 Registration Rights Agreement, which is filed as Exhibit 99.3 hereto and incorporated by reference herein.