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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 29, 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(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 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to 2020 Stock Incentive Plan
On August 29, 2025, Theriva Biologics, Inc. (the
“Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s
stockholders approved an amendment (“Amendment No. 3”) to the Company’s 2020 Stock Incentive Plan (the “2020 Stock
Incentive Plan”) to (i) increase the number of shares of common stock that the Company will have authority to grant under the 2020
Stock Incentive Plan from 2,500,000 shares of common stock to 4,500,000 shares of common stock. A description of the 2020 Stock Incentive
Plan, as amended, is set forth in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting (the “Definitive
Proxy Statement”), which was filed on July 9, 2025 with the Securities and Exchange Commission (the “Commission”), in
the section entitled “PROPOSAL 3- 2020 PLAN INCREASE PROPOSAL”. The description of Amendment No. 3 is qualified in its entirety
by reference to the full text of Amendment No. 3, a copy of which is included as an exhibit to this Current Report on Form 8-K and attached
to the Definitive Proxy Statement as Appendix A.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 29, 2025, the Company held the Annual
Meeting where the Company’s stockholders voted on the following five (5) proposals and cast their votes as described below. These
matters are described in detail in the Definitive Proxy Statement.
The final results for Proposals 1, 2, 3, 4 and
5 as set forth in the Definitive Proxy Statement were as follows:
Proposal 1 - Election of Directors.
The following four (4) individuals were elected
as directors, to serve until the Company’s next annual meeting of stockholders and until their respective successors have been duly
elected and qualified with the following votes:
| Name of Director | |
Votes For | | |
Withheld | | |
Broker Non-Votes | |
| Jeffrey J. Kraws | |
| 1,553,873 | | |
| 224,893 | | |
| 2,212,112 | |
| Steven A. Shallcross | |
| 1,550,420 | | |
| 228,346 | | |
| 2,212,112 | |
| John Monahan | |
| 1,553,390 | | |
| 225,376 | | |
| 2,212,112 | |
| Jeffrey Wolf | |
| 1,555,208 | | |
| 223,558 | | |
| 2,212,112 | |
Proposal 2 – Auditor Ratification Proposal.
The stockholders ratified and approved the appointment
of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2025 based on the
votes listed below:
| Votes For |
|
|
Votes Against |
|
|
Abstentions |
|
|
Broker Non-Votes |
|
| |
3,609,552 |
|
|
|
326,917 |
|
|
|
54,409 |
|
|
|
0 |
|
Proposal 3 - Amendment to the Company’s
2020 Stock Incentive Plan.
As further described above in Item 5.02 of this
Current Report on Form 8-K, the stockholders approved and adopted Amendment No. 3 to the 2020 Stock Incentive Plan, which amendment increased
the number of shares of common stock that the Company will have authority to grant under the 2020 Stock Incentive Plan from 2,500,000
shares to 4,500,000 shares of common stock. As a result, a maximum of 4,500,000 shares of common stock may be issued under the 2020 Stock
Incentive Plan, as amended. The results of the voting for this approved proposal were as follows:
| Votes For |
|
|
Votes Against |
|
|
Abstentions |
|
|
Broker Non-Votes |
|
| |
1,143,977 |
|
|
|
621,601 |
|
|
|
13,188 |
|
|
|
2,212,112 |
|
Proposal 4 – Advisory Vote on the Approval
of Executive Compensation.
The stockholders approved, on an advisory basis,
the compensation of our named executive officers. The results for this approved proposal are as follows:
| Votes For |
|
|
Votes Against |
|
|
Abstentions |
|
|
Broker Non-Votes |
|
| |
1,347,376 |
|
|
|
349,741 |
|
|
|
81,649 |
|
|
|
2,212,112 |
|
Proposal 5 –Advisory Vote Regarding the Frequency of Future
Advisory Votes on Executive Compensation.
The stockholders approved a three-year frequency for holding future
advisory votes on executive compensation. The results for this approved proposal are as follows:
| 1 YEAR |
|
|
2 YEARS |
|
|
3 YEARS |
|
|
ABSTAIN |
|
Broker Non-Votes |
|
| |
564,863 |
|
|
|
197,450 |
|
|
|
977,742 |
|
|
|
38,711 |
|
2,212,112 |
|
Following the approval by the Company’s
stockholders and consistent with the voting results and the Board’s recommendation, the Company has determined to conduct an advisory
vote on executive compensation every three years, in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act and
the related Commission rules promulgated thereunder, until the Company is required to hold another advisory vote on the frequency
of the advisory vote on executive compensation.
Item 9.01. Financial Statements and Exhibits.
The following
exhibits are filed with this Current Report on Form 8-K:
Exhibit
Number |
|
Description |
| |
|
|
| 10.1 |
|
Amendment No. 3 to the Theriva Biologics, Inc. 2020 Stock Incentive Plan |
| 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: September 4, 2025 |
THERIVA BIOLOGICS, INC. |
| |
|
|
|
| |
By: |
/s/ Steven A. Shallcross |
| |
|
Name: |
Steven A. Shallcross |
| |
|
Title: |
Chief Executive Officer
and Chief Financial Officer |
