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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): December 15, 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. ¨
Item 8.01. Other Events.
On December 15,
2025, 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 special meeting to seek approval of the warrant exercsie proposal and adjournment proposal
set forth in the proxy statement filed on November 10, 2025. The Company will announce the date and time of the new special meeting and
will subsequently file and mail proxy materials 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, the Company
will be required under the Inducement Agreement 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: December 15, 2025 |
THERIVA BIOLOGICS, INC. |
| |
|
|
|
| |
By: |
/s/ Steven A. Shallcross |
| |
|
Name: |
Steven A. Shallcross |
| |
|
Title: |
Chief Executive Officer
and Chief Financial Officer |
