[Form 4] LightWave Acquisition Corp. Units Insider Trading Activity

Rhea-AI Filing Summary

Theriva Biologics (NYSE American: TOVX) has released its Definitive Proxy Statement for the 2025 Annual Meeting scheduled for August 29, 2025. Stockholders of record at the close of business on July 8, 2025 will vote on five proposals:

• Election of four incumbent directors – Jeffrey J. Kraws, John Monahan, Steven A. Shallcross, and Jeffrey Wolf.
• Ratification of BDO USA, P.C. as independent registered public accounting firm for FY 2025.
• Amendment to the 2020 Stock Incentive Plan – increasing the share reserve from 2.5 million to 4.5 million common shares (potential 22% dilution versus 9.06 million shares outstanding at the record date).
• Advisory vote on executive compensation (Say-on-Pay).
• Advisory vote on frequency of Say-on-Pay – Board recommends a three-year cycle.

The Board is majority-independent (three of four members), with an independent chairman. Total director cash compensation for 2024 was $328 thousand, and CEO Steven Shallcross earned total compensation of $876 thousand. Audit fees paid to BDO in 2024 totaled $659 thousand. A quorum requires one-third of voting power present in person or by proxy; broker non-votes count toward quorum but not toward non-routine items (Proposals 1, 3-5). Internet and telephone voting close at 11:59 p.m. ET on August 28, 2025.

Positive

• Majority-independent board with separate chairman enhances oversight.
• Continuous engagement of BDO USA, P.C. supports audit consistency and financial reporting quality.

Negative

• Increase of equity incentive pool by 2 million shares represents potential ~22% dilution to current shareholders.
• Lack of operational or financial performance data limits investors’ ability to gauge recent progress.

Insights

Corporate Governance Expert

TL;DR – Routine proxy; key item is 2 M share increase to equity plan, modest dilution risk.

The filing is largely standard, with board nominees and auditor ratification unlikely to face opposition. The proposed 80% expansion of the 2020 Stock Incentive Plan (to 4.5 M shares) could dilute current holders by ≈22% if fully issued, but aligns compensation with performance via options and RSUs. Governance structure meets NYSE American independence requirements, and separation of chair/CEO roles is a positive. No red flags in related-party or audit matters. Overall impact is neutral with slight dilution consideration.

Financial Analyst

TL;DR – No earnings data; proposals have limited near-term valuation impact.

Absent financial results, the proxy does not alter the investment thesis. The incentive-plan share increase may pressure per-share metrics over time, but the absolute number (2 M incremental) is modest for a micro-cap. Auditor continuity supports reporting stability. Executive pay remains small versus biotech peers. I classify the filing as not materially impactful to valuation.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LightWave Founders LLC

(Last) (First) (Middle)

C/O LIGHTWAVE ACQUISITION CORP.

14755 PRESTON ROAD SUITE 520

(Street)

DALLAS TX 75254

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LightWave Acquisition Corp. [ OYSE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A ordinary shares	06/26/2025		P		606,250(1)	A	$10	606,250	D(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant(1)	$11.5	06/26/2025		P		606,250		(3)	(4)	Class A Ordinary Shares	606,250	(1)	606,250	D(2)

1. Name and Address of Reporting Person^*

LightWave Founders LLC

(Last) (First) (Middle)

C/O LIGHTWAVE ACQUISITION CORP.

14755 PRESTON ROAD SUITE 520

(Street)

DALLAS TX 75254

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bennett Robert Michael

(Last) (First) (Middle)

C/O LIGHTWAVE ACQUISITION CORP.

14755 PRESTON ROAD SUITE 520

(Street)

DALLAS TX 75254

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

Explanation of Responses:

1. Simultaneously with the consummation of the Company's initial public offering, LightWave Founders LLC (the "Sponsor") acquired, at a price of $10.00 per unit, 606,250 units (the "Private Units") in a private placement for an aggregate purchase price of $6,062,500. Each Private Unit consists of one Class A ordinary share, par value $0.0001, and one-half of one warrant.

2. The Sponsor is the record holder of the shares reported herein. Robert Bennett is the managing member of the Sponsor and holds voting and investment discretion with respect to the securities held of record by the Sponsor. As such, Mr. Bennett may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Bennett disclaims any beneficial ownership except to the extent of his pecuniary interest therein.

3. The warrants included in the Private Units will become exercisable at any time commencing 30 days after the completion of the Company's initial business combination.

4. The warrants will expire five years after the completion of the Company's initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

	/s/ Robert Bennett, Managing Member of LightWave Founders LLC	07/09/2025
	/s/ Robert Bennett	07/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

When is Theriva Biologics' 2025 Annual Meeting?

The meeting is scheduled for August 29, 2025 at 3:30 p.m. local time in Parets del Vallès, Spain.

What date determines eligibility to vote at the TOVX Annual Meeting?

Shareholders of record at the close of business on July 8, 2025 are entitled to vote.

How many additional shares are being requested for the 2020 Stock Incentive Plan?

The amendment seeks to raise the limit by 2 million shares, from 2.5 million to 4.5 million.

What voting deadline applies for internet and telephone proxies?

Electronic voting closes at 11:59 p.m. ET on August 28, 2025.

Who is Theriva’s proposed independent auditor for fiscal 2025?

The Board recommends retaining BDO USA, P.C. as the independent registered public accounting firm.

How much did Theriva pay in audit fees for 2024?

Audit services totaled $659,249 for the 2024 fiscal year.

What Say-on-Pay voting frequency does the Board recommend?

The Board recommends stockholders choose every three years for future advisory votes on executive compensation.