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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): October 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 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. ¨
On October 29, 2025, Theriva Biologics, Inc.
(the “Company”) filed a prospectus supplement and the accompanying base prospectus (the “Prospectus Supplement”)
to its Registration Statement on Form S-3, as amended (File No. 333-279077), which Form S-3 was declared effective by the
Securities and Exchange Commission (the “Commission”) on September 25, 2024 (the “Registration Statement”),
relating to the offer and sale of up to $2,894,225 of shares of the Company’s common stock, par value $0.001 per share (the “common
stock”), from time to time through or directly to A.G.P./Alliance Global Partners (the “Sales Agent”) pursuant
to the terms of that certain Amended and Restated At Market Issuance Sales Agreement, dated February 9, 2021, as amended by Amendment
No. 1 thereto, dated May 3, 2021, as further amended by Amendment No. 2 thereto, dated May 2, 2024 (the “Sales
Agreement”).
Sales of the common stock, if any, under the Prospectus
Supplement will be made by any method permitted that is deemed an “at the market offering” as defined in Rule 415(a)(4) promulgated
under the Securities Act of 1933, as amended (the “Securities Act”). The Sales Agent is not required to sell any specific
amount, but will act as our Sales Agent using commercially reasonable efforts consistent with its normal trading and sales practices.
There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
The Sales Agent will be entitled to compensation
at a commission rate equal to up to 3.0% of the gross sales price per share sold. In connection with the sale of the common stock on our
behalf, the Sales Agent will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation
of the Sales Agent will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution
to the Sales Agent with respect to certain liabilities, including liabilities under the Securities Act.
The opinion of the Company’s special Nevada
counsel (Parsons Behle & Latimer) regarding the validity of the shares of common stock that will be issued pursuant to the Prospectus
Supplement and Sales Agreement is filed herewith as Exhibit 5.1 and is incorporated by refence herein.
This Current Report on Form 8-K shall not
constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any sale of these securities in any
state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of
any such state.
| Item 9.01. |
Financial Statements and Exhibits. |
The following
exhibits are filed with this Current Report on Form 8-K:
Exhibit
Number |
|
Description |
| 5.1 |
|
Opinion of Parsons Behle & Latimer |
| 23.1 |
|
Consent of Parsons Behle & Latimer (included in Exhibit 5.1 hereof) |
| 104 |
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded within in the inline 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: October 29, 2025 |
THERIVA BIOLOGICS, INC. |
| |
|
|
|
| |
By: |
/s/ Steven A. Shallcross |
| |
|
Name: |
Steven A. Shallcross |
| |
|
Title: |
Chief Executive Officer
and Chief Financial Officer |
