Theriva Biologics (NYSE: TOVX) to reschedule vote on 16.18M warrant shares

Rhea-AI Filing Summary

Theriva Biologics, Inc. was unable to convene its Special Meeting of Stockholders on February 11, 2026 because not enough shares were present to form a quorum. The meeting was intended to obtain stockholder approval for issuing up to 16,184,560 shares of common stock upon exercise of certain New Warrants under an October 16, 2025 inducement agreement.

The company plans to call a new stockholder meeting to seek this approval and will announce the date and time and send new proxy materials. Under the inducement agreement, unless investors waive the requirement, Theriva must call another meeting every 60 days until stockholder approval is obtained or the New Warrants are no longer outstanding.

Insights

Capital markets and governance analyst

Theriva failed to reach quorum for a key warrant-approval vote and now faces repeated meeting obligations.

The company could not convene its Special Meeting because too few shares were represented, delaying a vote on approving the issuance of up to 16,184,560 shares upon exercise of New Warrants tied to an October 16, 2025 inducement agreement. This keeps the warrant-related capital structure change unresolved.

Theriva states it will call a new meeting and send fresh proxy materials to seek the same stockholder approvals. The inducement agreement requires a new stockholder meeting every 60 days, unless waived by investors, until approval is obtained or the New Warrants cease to be outstanding, so the timing and outcome depend on future stockholder participation.

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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): February 11, 2026

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(b) 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 8.01. Other Events.

On February 11, 2026, Theriva Biologics, Inc. (the “Company”) called to order its Special Meeting of Stockholders (the “Special Meeting”). At that time, there were not present or represented by proxy a sufficient number of shares of the Company’s common stock to constitute a quorum. As a result, the Company was not able to convene the Special Meeting. The Company has determined to call a new meeting of stockholders to seek approval of the warrant exercise proposal and adjournment proposal set forth in the definitive proxy statement filed with the Securities Exchange Commission by the Company on January 5, 2026. The Company will announce the date and time of the new meeting and will subsequently file and mail proxy materials to its stockholders in connection with such meeting, as required.

Under that certain warrant inducement agreement (the “Inducement Agreement”), dated October 16, 2025, by and between the Company and certain institutional investors, the Company agreed to use its reasonable best efforts to call a stockholder meeting within 60 days following the closing of the transactions contemplated by the Inducement Agreement for the purpose of seeking approval of the issuance of up to an aggregate of 16,184,560 shares of the Company’s common stock upon the exercise of certain common stock purchase warrants (“New Warrants”) issued pursuant to the Inducement Agreement (“Stockholder Approval”). The purpose of the Special Meeting was to seek such Stockholder Approval. Because the Company was not able to convene the Special Meeting, unless waived by the investors, the Company will be required under the Inducement Agreement to call an additional meeting of stockholders every 60 days thereafter to seek Stockholder Approval until the earlier of the date on which Stockholder Approval is obtained or the New Warrants are no longer outstanding.

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: February 12, 2026	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 about its February 11, 2026 Special Meeting?

Theriva Biologics disclosed that its February 11, 2026 Special Meeting of Stockholders could not be convened because not enough shares were present to form a quorum. As a result, no votes were taken and the company must reschedule the meeting.

What proposals were to be considered at Theriva Biologics' Special Meeting?

The Special Meeting was called to seek approval of a warrant exercise proposal and an adjournment proposal. These proposals were described in the definitive proxy statement Theriva Biologics filed with the Securities and Exchange Commission on January 5, 2026.

How many shares are tied to Theriva Biologics' New Warrants under the inducement agreement?

The inducement agreement contemplates issuing up to 16,184,560 shares of Theriva Biologics common stock upon exercise of certain New Warrants. Stockholder approval is being sought specifically for this potential issuance under the October 16, 2025 inducement agreement.

What ongoing obligations does Theriva Biologics have if stockholder approval is not obtained?

If stockholder approval is not obtained and the requirement is not waived by investors, Theriva Biologics must call an additional stockholder meeting every 60 days. This obligation continues until approval is obtained or the New Warrants are no longer outstanding.

How will Theriva Biologics proceed after failing to reach quorum at the Special Meeting?

Theriva Biologics plans to call a new stockholder meeting to again seek approval of the warrant exercise and adjournment proposals. The company will announce the new date and time and will file and mail updated proxy materials to its stockholders.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.9 KB