TOVX 8-K: Press release attached for quarter ended June 30, 2025

Rhea-AI Filing Summary

Theriva Biologics, Inc. furnished a press release containing financial information for the quarter ended June 30, 2025, and attached that press release to this Current Report as Exhibit 99.1. The report also identifies an interactive data file as Exhibit 104.

The company states that the information in Item 2.02 and the attached press release is furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act and will not be incorporated by reference into other SEC filings. The Form 8-K is signed by Steven A. Shallcross, Chief Executive Officer and Chief Financial Officer. No financial figures are included in the Form text provided here.

Positive

• The company attached a press release with financial information for the quarter ended June 30, 2025 as Exhibit 99.1.
• The filing includes an interactive data file identified as Exhibit 104, supporting machine-readable disclosure.

Negative

• The Form 8-K text does not include any financial figures, so the filing alone does not allow assessment of results.
• The company states the press release is not "filed" for purposes of Section 18 and will not be incorporated by reference, which limits legal recourse tied to filed statements.

Insights

Financial Analyst

TL;DR: Theriva furnished a press release with quarterly financials, but this 8-K contains no figures so material impact is indeterminate.

The filing notifies investors that a press release with financial information for the quarter ended June 30, 2025 is available as Exhibit 99.1, but the 8-K text does not include revenue, profit, cash balance, or other metrics. Without the attached press release, investors and analysts cannot assess revenue trends, profitability, liquidity, or guidance impact. The disclosure is a routine mechanism to furnish earnings information; its informational value depends entirely on Exhibit 99.1.

Corporate Governance Expert

TL;DR: The company explicitly furnishes the press release and disclaims that the information is "filed," limiting certain legal liabilities.

The 8-K reiterates the common legal disclaimer that the furnished information is not deemed "filed" under Section 18 and will not be incorporated by reference into other filings, which limits liability exposure for statements in the press release. The document is signed by the CEO/CFO, Steven A. Shallcross, indicating appropriate executive attestation of the filing. The governance implication is procedural: the company followed standard disclosure steps but preserved legal protections associated with furnished (versus filed) communications.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2025

THERIVA BIOLOGICS, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-12584		13-3808303
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

9605 Medical Center Drive, Suite 270

Rockville, Maryland 20850

(Address of principal executive offices and zip code)

(301) 417-4364

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	TOVX	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02. Results of Operations and Financial Condition.

On August 11, 2025, Theriva Biologics, Inc., a Nevada corporation (the “Registrant”) issued a press release that included financial information for its quarter ended June 30, 2025. A copy of the press release is attached as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference.

The information in this Item 2.02 and in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)   Exhibits.

Exhibit Number		Description
99.1		Press Release issued by Theriva Biologics, Inc., dated August 11, 2025
104		Cover Page Interactive Data File (embedded within the XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 11, 2025	THERIVA BIOLOGICS, INC.
	By:	/s/ Steven A. Shallcross
		Name:	Steven A. Shallcross
		Title:	Chief Executive Officer and Chief Financial Officer

FAQ

What did Theriva Biologics (TOVX) disclose in this Form 8-K?

The company furnished a press release containing financial information for the quarter ended June 30, 2025, attached as Exhibit 99.1, and listed an interactive data file as Exhibit 104.

Does the Form 8-K include the company’s financial results?

No. The Form 8-K states the financial information is in the attached press release (Exhibit 99.1); the 8-K text provided here contains no financial figures.

Is the press release considered "filed" with the SEC?

No. The company explicitly states the information is furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act and will not be incorporated by reference into other filings.

Who signed the Form 8-K for Theriva Biologics?

The Form 8-K was signed by Steven A. Shallcross, who is identified as Chief Executive Officer and Chief Financial Officer.

On which exchange is Theriva Biologics listed and what is its ticker?

Theriva Biologics' common stock trades under the ticker TOVX on the NYSE American exchange.