THERIVA BIOLOGICS INC SEC Filings

Theriva Biologics (TOVX) filed its Q3 2025 Form 10‑Q, reporting a net loss of $4.4 million for the quarter and $21.7 million year‑to‑date. Cash and cash equivalents were $7.5 million at September 30, 2025. Total liabilities rose to $24.1 million, while stockholders’ equity declined to $6.7 million.

The company disclosed substantial doubt about its ability to continue as a going concern without additional capital or strategic transactions. Management approved a restructuring on September 28, 2025, including a 32% workforce reduction (about seven employees), estimating $0.52 million in charges and anticipating ~$1.8 million of annual compensation savings. Management stated that $15.5 million of cash in early November 2025 is expected to fund operations through Q4 2026 and into Q1 2027.

Contingent consideration related to the VCN acquisition increased to $10.8 million, and an accrued milestone of $5.5 million is due to Grifols following VIRAGE Phase 2b endpoints; a $6 million payment was partially deferred. The quarter included financing cash inflows from a May 2025 public offering and ATM sales. Shares outstanding were 33,739,643 as of November 7, 2025.

Theriva Biologics (TOVX) furnished an 8-K announcing it issued a press release with financial information for the quarter ended September 30, 2025. The press release is attached as Exhibit 99.1 and incorporated by reference. The company states the information under Item 2.02 is furnished and not deemed “filed” under Section 18 of the Exchange Act. Theriva’s common stock trades on the NYSE American under the symbol TOVX.

Theriva Biologics (TOVX) reported a new Schedule 13G indicating that the Jeffrey Matthew Gryga Irrevocable Trust beneficially owns 739,211 shares of common stock, representing 7.7% of the class as of the event date 10/24/2025.

The trust has sole voting and dispositive power over these 739,211 shares. Jeffrey Matthew Gryga, as sole trustee, reports shared voting and dispositive power over the same shares through the trust. The filing includes a certification that the securities were not acquired for the purpose of changing or influencing control of the issuer.

Theriva Biologics (TOVX) called a special meeting on December 15, 2025 to seek approval to issue up to 16,184,560 shares of common stock upon exercise of new common stock purchase warrants issued in an October 17, 2025 private placement. The exercise price is $0.54 per share, and the new warrants become exercisable only after stockholder approval and expire on the fifth anniversary of the Stockholder Approval Date. The Board recommends voting FOR both the warrant exercise proposal and an adjournment proposal.

The warrants include a 4.99% (or 9.99% at holder election) beneficial ownership cap and standard adjustment provisions for corporate actions. The company notes potential dilution if exercised and potential market price impact from resales. Stockholders of record as of October 30, 2025 totaled 33,739,643 shares outstanding. If Proposal 1 is not approved, the company cannot permit exercise of the new warrants and may need additional meetings.

Theriva Biologics (TOVX) filed a Form S-3 for the resale of up to 16,184,560 shares of common stock by the Selling Stockholders. These shares are issuable upon exercise of “New Warrants” that were granted in connection with an October 16, 2025 warrant inducement agreement.

Theriva is not offering any shares in this prospectus and will not receive proceeds from Selling Stockholder resales. The company may receive cash only upon the exercise of the New Warrants. The New Warrants are exercisable upon stockholder approval and NYSE American approval, and include a beneficial ownership cap of 4.99% (or 9.99% upon election).

As part of the inducement, holders agreed to exercise previously issued warrants for cash at an exercise price of $0.54 per share, and Theriva received approximately $4.4 million in aggregate gross proceeds on October 17, 2025 from those exercises. The company’s common stock trades on the NYSE American under “TOVX”; on November 3, 2025, the closing price was $0.325 per share.

Theriva Biologics (TOVX) announced an at-the-market offering under a newly filed prospectus supplement, permitting sales of up to $2,894,225 of common stock from time to time through or directly to A.G.P./Alliance Global Partners.

Sales, if any, will be conducted as an “at the market offering” under Rule 415(a)(4). The Sales Agent’s commission is up to 3.0% of the gross sales price per share. There is no arrangement for funds to be received in escrow, trust, or a similar structure. The prospectus supplement relates to the company’s effective Form S-3 shelf dated September 25, 2024.

Theriva Biologics (TOVX) filed a prospectus supplement for an at‑the‑market program to sell up to $2,894,225 of common stock under its Amended and Restated Sales Agreement with A.G.P./Alliance Global Partners.

Sales may occur on the NYSE American as defined in Rule 415, with the Sales Agent earning a commission of up to 3.0% of the gross sales price; there is no escrow arrangement. The company plans to use any net proceeds for working capital and general corporate purposes, including research and development and manufacturing scale‑up, and may also invest in or acquire products, businesses, or technologies.

The company cites a public float of approximately $28,332,900 (based on 33,729,643 non‑affiliate shares at $0.84 as of October 15, 2025), and notes it may not sell more than one‑third of its public float on Form S‑3 in any 12‑month period while float remains below $75 million. The last reported sale price was $0.3276 per share on October 27, 2025.

Theriva Biologics (TOVX) filed a prospectus supplement for an at‑the‑market offering of up to $4,019,597 of common stock through A.G.P./Alliance Global Partners under its effective Form S‑3. Shares may be sold from time to time pursuant to the Amended and Restated At Market Issuance Sales Agreement.

The sales agent will use commercially reasonable efforts and is entitled to a commission of up to 3.0% of the gross sales price per share. In connection with these sales, the agent will be deemed an underwriter, and the company has agreed to provide indemnification and contribution. There is no arrangement for funds to be held in escrow, trust, or a similar structure.

Theriva Biologics (TOVX) launched an at‑the‑market (ATM) offering of up to $4,019,597 of common stock under a prospectus supplement to its effective S‑3 shelf. Sales will be made through A.G.P./Alliance Global Partners as sales agent, which will earn a commission of up to 3.0% of the gross sales price per share.

The filing is made pursuant to General Instruction I.B.6 to Form S‑3, which limits primary sales to one‑third of public float; the company reports a public float of approximately $19,659,047 based on 23,403,628 non‑affiliate shares at $0.84 as of October 15, 2025. The company notes it sold approximately 12,016,073 shares for net proceeds of about $6.1 million through the Sales Agreement during the period ended December 31, 2024 through the date of the supplement.

For illustration, the company shows up to 13,407,595 shares at an offering price of $0.2998 (the October 21, 2025 last sale price), with actual shares varying by market price. Intended uses include working capital and general corporate purposes, including research and development and manufacturing scale‑up.