Why is Theriva Biologics (TOVX) seeking stockholder approval related to warrants?

Theriva Biologics is seeking stockholder approval to permit issuance of up to 16,184,560 common shares upon exercise of certain new warrants. These warrants were issued under an October 16, 2025 warrant inducement agreement with institutional investors.

Theriva Biologics delays special meeting on warrants

Theriva Biologics, Inc. reported that its Special Meeting of Stockholders on April 9, 2026 could not be convened because too few shares were present to form a quorum.

Accepted by SEC EDGAR 04/09/2026 - 04:15 PM EDT

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Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

Theriva Biologics, Inc. reported that its Special Meeting of Stockholders on April 9, 2026 could not be convened because too few shares were present to form a quorum. The meeting had been called to seek stockholder approval for warrant-related proposals.

The company will call a new stockholder meeting to again seek approval of a warrant exercise proposal and an adjournment proposal. Under an October 16, 2025 warrant inducement agreement, the company is seeking approval for the issuance of up to 16,184,560 shares of common stock upon exercise of certain new warrants, and must continue calling meetings every 60 days until approval is obtained or the warrants are no longer outstanding.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Warrant shares subject to approval: 16,184,560 shares Inducement agreement date: October 16, 2025 Meeting interval requirement: Every 60 days +1 more

4 metrics

Warrant shares subject to approval 16,184,560 shares Maximum common shares issuable upon exercise of New Warrants under the inducement agreement

Inducement agreement date October 16, 2025 Date of warrant inducement agreement with certain institutional investors

Meeting interval requirement Every 60 days Frequency for additional stockholder meetings until approval or warrants no longer outstanding

Special Meeting date April 9, 2026 Date on which the Special Meeting was called to order but lacked a quorum

Key Terms

Special Meeting of Stockholders, warrant inducement agreement, New Warrants, Stockholder Approval

4 terms

Special Meeting of Stockholders financial

"On April 9, 2026, Theriva Biologics, Inc. called to order its Special Meeting of Stockholders"

A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.

warrant inducement agreement financial

"Under that certain warrant inducement agreement, dated October 16, 2025, by and between the Company and certain institutional investors"

A warrant inducement agreement is a contract in which a company offers warrants—rights to buy shares at a set price—to a person or group as a sweetener to secure their support, service, or approval for a transaction or role. Investors care because these warrants can increase the total number of shares if exercised, diluting existing ownership and potentially changing the company’s valuation and control dynamics; think of it as paying someone with future stock-buying tickets to get them on board.

New Warrants financial

"exercise of certain common stock purchase warrants (“New Warrants”) issued pursuant to the Inducement Agreement"

Stockholder Approval financial

"for the purpose of seeking approval of the issuance of up to an aggregate of 16,184,560 shares ... (“Stockholder Approval”)."

Stockholder approval is formal consent given by a company’s shareholders, usually through a vote at a meeting or by proxy, for major actions such as mergers, asset sales, changes to corporate structure, or amendments to governance rules. Investors pay attention because the vote can enable or block steps that materially change a company’s direction, ownership or value—like neighbors voting to allow a major renovation that would alter a building’s use and worth.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Theriva Biologics (TOVX) announce about its April 9, 2026 special meeting?

Theriva Biologics announced that its April 9, 2026 Special Meeting of Stockholders could not be convened. Too few shares were present or represented by proxy to reach a quorum, so the company could not proceed with the planned stockholder votes.

What happens next after Theriva Biologics failed to convene its special meeting?

Theriva Biologics will call a new stockholder meeting and send updated proxy materials with the new date and time. The company will again seek approval of the warrant exercise proposal and a related adjournment proposal described in its March 16, 2026 definitive proxy.

What ongoing obligations does Theriva Biologics have under its warrant inducement agreement?

Under the October 16, 2025 inducement agreement, Theriva Biologics must use reasonable best efforts to keep calling stockholder meetings every 60 days. This continues until stockholder approval for the warrant share issuance is obtained or the new warrants are no longer outstanding.

How many shares could be issued under Theriva Biologics’ new warrants?

The new warrants could result in the issuance of up to 16,184,560 shares of Theriva Biologics common stock. These shares become issuable upon exercise of certain new common stock purchase warrants, subject to the required stockholder approval being obtained.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): April 9, 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 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 April 9, 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 (the “SEC”) by the Company on March 16, 2026. The Company intends to file with the SEC and mail proxy materials to its stockholders that will include information regarding the date and time of the new 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 continue 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: April 9, 2026	THERIVA BIOLOGICS, INC.

	By:	/s/ Steven A. Shallcross
		Name:	Steven A. Shallcross
		Title:	Chief Executive Officer and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents