Business Context and Reporting Period
This Form 8-K is a current report filed by Metavia Inc. on January 23, 2026. The filing addresses Item 5.02 regarding the determination of discretionary cash bonuses for Named Executive Officers (NEOs) for the fiscal year ended December 31, 2025. This disclosure updates a prior Registration Statement on Form S-1 (File No. 333-292581) filed on January 5, 2026, which had previously noted that these bonus amounts were undetermined.
Key Financial Metrics
The filing does not provide company-wide financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial data presented relates to executive compensation for the fiscal years 2024 and 2025.
| Executive | Position | 2025 Total Comp ($) | 2024 Total Comp ($) | 2025 Bonus ($) |
|---|---|---|---|---|
| Hyung Heon Kim | President and CEO | 756,328 | 716,404 | 239,862 |
| Marshall H. Woodworth | CFO | 562,985 | 774,699 | 157,320 |
Note: The filing does not provide a clear value for company-level revenue, profit, or cash flow.
Material Changes Versus Prior Period
- CEO Compensation: Total compensation for Hyung Heon Kim increased from $716,404 in 2024 to $756,328 in 2025. This increase was driven by a rise in salary (from $460,125 to $479,723) and a higher discretionary bonus (from $220,163 to $239,862).
- CFO Compensation: Total compensation for Marshall H. Woodworth decreased significantly from $774,699 in 2024 to $562,985 in 2025. While salary increased (from $316,667 to $393,300) and the bonus increased (from $120,663 to $157,320), the 2024 total included $209,015 in stock awards, which were absent in 2025.
- Compensation Structure: The 2025 compensation for both executives consisted solely of salary, bonus, and health/welfare benefits, with no stock awards recorded for that year.
Guidance, Outlook, and Risks
The filing contains no guidance, outlook, or management commentary regarding future business performance. It does not disclose specific risks, contingencies, or unusual items beyond the standard disclosure of executive compensation adjustments. The primary purpose of the document is regulatory compliance to finalize the Summary Compensation Table for the 2025 fiscal year.
Key Facts for Investor Verification
- Verify the final approved discretionary bonus amounts for the CEO and CFO for fiscal year 2025 as disclosed in this 8-K.
- Confirm the absence of stock awards in the 2025 compensation package for the CFO, contrasting with the significant stock award component in 2024.
- Review the underlying Form S-1 (File No. 333-292581) to understand the context of the initial filing and the status of the company's capital raising efforts.
- Note that this filing does not contain operational or financial performance data for Metavia Inc. as a whole.