[8-K] Theriva Biologics, Inc. Reports Material Event

Rhea-AI Filing Summary

Two Roads Shared Trust – Anfield Dynamic Fixed Income ETF filed its monthly Form N-PORT for the period ended 30 April 2025. The report covers the Fund’s balance sheet, recent performance, and shareholder activity.

Balance sheet (Part B.1)

• Total assets: $47.01 million
• Total liabilities: $0.05 million
• Net assets: $46.95 million – liabilities represent roughly 0.12 % of assets, indicating a low leverage profile
• Cash & cash equivalents not in Parts C/D: $71 k

Performance (Part B.5)

• Month 1: +1.77 %
• Month 2: -0.33 %
• Month 3: +0.14 %

Net realized gains were negligible, while unrealized movements were volatile: +$673.8 k in Month 1, -$244.8 k in Month 2, and -$82.5 k in Month 3, highlighting mark-to-market swings in the portfolio.

Flows (Part B.6)

• Month 1 gross sales: $1.48 million; redemptions: $0
• Month 2 gross sales: $0.64 million; redemptions: $0

The absence of redemptions suggests steady investor demand and net positive inflows of about $2.12 million over the two reported months.

Risk metrics & leverage: The Fund reported no borrowings, no delayed-delivery payables, and no credit-spread sensitivity disclosures, implying debt exposure remained below the 25 % threshold that would otherwise trigger mandatory reporting.

Key takeaway: The ETF maintains a modest asset base just under $47 million with minimal liabilities and no leverage. Recent flows are positive, though returns have been mixed, reflecting the dynamic fixed-income strategy’s sensitivity to market movements. No information indicates material credit or liquidity stress.

Note: The filing text references Anfield Dynamic Fixed Income ETF, not Hypatia Women CEO ETF (WCEO) cited in the metadata. Analysis is limited to the data explicitly provided in the filing.

Positive

• Net asset inflows of approximately $2.12 million across two months with zero redemptions signal growing investor interest.
• Liabilities equal just 0.12 % of total assets, indicating an exceptionally low-leverage structure.
• Absence of borrowings and delayed-delivery commitments reduces counterparty and liquidity risk.

Negative

• Month 2 posted a -0.33 % return accompanied by $244.8 k unrealized depreciation, implying short-term volatility.
• Lack of credit-spread risk disclosures limits insight into the portfolio’s sensitivity to widening spreads.
• Cash holdings are modest at $71 k, providing limited immediate liquidity if large redemption baskets arise.

Insights

ETF Analyst

TL;DR: Solid net inflows, low leverage, mixed short-term returns—overall mildly positive for existing shareholders.

Net assets of $46.95 m backed by liabilities under $55 k give the Fund a very conservative balance sheet. Two consecutive months of sales with no redemptions add ~$2.1 m in fresh capital, signalling market acceptance despite its niche size. Performance shows limited volatility—largest monthly swing is +1.77 %, well within normal range for active fixed-income strategies. Unrealized gains turned negative in Months 2-3, but figures are immaterial relative to NAV (<0.8 %). With zero borrowings, no delayed-delivery purchases, and cash on hand, liquidity risk appears contained. Absent detailed credit-spread data, duration and spread sensitivity remain opaque, but under 25 % debt threshold suggests broad diversification. Overall impact: modestly positive.

Risk Analyst

TL;DR: Very low leverage and no borrowing reduce solvency risk; mark-to-market swings worth monitoring.

Liabilities are only 0.12 % of assets, virtually eliminating balance-sheet leverage. No securities lending collateral and no payables for when-issued trades further compress counterparty exposure. Cash levels at $71 k are slim but typical for ETFs that rely on in-kind creation/redemption, so liquidity risk is moderate. Unrealized depreciation in two of three months flags some price risk; however, the magnitude (-$244 k, -$82 k) is immaterial versus $46.9 m NAV. Absent credit-spread metrics, investors lack transparency on interest-rate and credit risk concentrations. Still, overall risk profile appears restrained.

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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): June 25, 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 8.01. Other Events

On June 25, 2025, Theriva Biologics, Inc. (the “Company”) announced the meeting date for the 2025 Annual General Meeting of the Company’s Shareholders (“2025 Annual Meeting”) as August 29, 2025. The Company has set the record date for determining the stockholders of record who will be entitled to vote at the 2025 Annual Meeting as the close of business on July 8, 2025. The time and location of the 2025 Annual Meeting will be as set forth in the Company’s definitive proxy statement for the 2025 Annual Meeting to be filed with the Securities and Exchange Commission.

Because the scheduled date of the 2025 Annual Meeting is more than 30 days prior to the anniversary of the Company’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”), prior disclosed deadlines regarding the submission of stockholder proposals pursuant to Rule 14a-8 (“Rule 14a-8”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the 2025 Annual Meeting are no longer applicable. The Company is hereby providing notice of certain revised deadlines for the submission of stockholder proposals in connection with the 2025 Annual Meeting. In order for a stockholder proposal, submitted pursuant to Rule 14a-8, to be considered timely for inclusion in the Company’s proxy statement and form of proxy for the 2025 Annual Meeting, such proposal must be received by the Company by July 5, 2025. The Company has determined that July 5, 2025 is a reasonable time before the Company plans to begin printing and mailing its proxy materials. Therefore, in order for a stockholder to submit a proposal for inclusion in the Company’s proxy materials for the 2025 Annual Meeting, the stockholder must comply with the requirements set forth in Rule 14a-8, including with respect to the subject matter of the proposal, and must deliver the proposal and all required documentation to the Company no later than July 5, 2025.

Generally, timely notice of any director nomination or other proposal that any stockholder intends to present at the 2025 Annual Meeting, but does not seek to have included in the proxy materials pursuant to Rule 14a-8, must be delivered not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, prior to the anniversary of the previous year’s annual meeting. Because the scheduled date of the 2025 Annual Meeting is more than 30 days prior to the anniversary of the 2024 Annual Meeting, in order for a stockholder to timely submit a director nomination or other proposal that the stockholder intends to present at the 2025 Annual Meeting, but does not seek to have included in the proxy materials pursuant to Rule 14a-8, the stockholder must deliver the director nomination or proposal to the Company no later than July 5, 2025, which is the tenth day following the date of this Current Report on Form 8-K announcing the date of the 2025 Annual Meeting. The public announcement of an adjournment or postponement of the date of the 2025 Annual Meeting will not commence a new time period (or extend any time period) for timely submitting a stockholder proposal, including pursuant to Rule 14a-8.

In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act by July 5, 2025, which is the tenth day following the date of this Current Report on Form 8-K announcing the date of the 2025 Annual Meeting.

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: June 25, 2025	THERIVA BIOLOGICS, INC.
	By:	/s/ Steven A. Shallcross
		Name:	Steven A. Shallcross
		Title:	Chief Executive Officer and Chief Financial Officer

FAQ

What were the Anfield Dynamic Fixed Income ETF’s total assets as of 30 April 2025?

The Fund reported $47.01 million in total assets.

How much leverage or borrowing does the ETF use?

According to the filing, no borrowings were outstanding and liabilities were only $54.7 k.

What were the ETF’s monthly returns over the last three months?

Month 1: +1.77 %; Month 2: -0.33 %; Month 3: +0.14 %.

Did the Fund experience net inflows or outflows?

It experienced net inflows of roughly $2.12 million with no redemptions during the two months disclosed.

Why are credit-spread risk metrics missing?

The Fund’s debt exposure apparently remained below the 25 % NAV threshold, so detailed SDV01/CS01 data was not required.