false
0000894158
0000894158
2025-06-25
2025-06-25
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 |
