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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 11, 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) |
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| |
¨ |
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 7.01. Regulation FD Disclosure.
On June 11, 2026, Theriva
Biologics, Inc. (the “Company”) issued a press release announcing that clinical and translational results from VCN-01’s
Phase 1 clinical trial in Head & Neck Squamous Cell Carcinoma (HNSCC) were recently published on-line first in the journal Clinical
Cancer Research.
The trial enrolled 20
adult patients with refractory or metastatic HNSCC, whose disease progressed despite previous therapies, including anti-PD-(L)1 immune
checkpoint inhibitors. Six patients were enrolled into the concomitant Arm I LD of the study and were administered IV low dose VCN-01
(3.3E12 virus particles; LD) four hours prior to a fixed IV dose of durvalumab (1500 mg/q4w). Eight patients were enrolled into the sequential
Arm II LD of the study, receiving low dose IV VCN-01 14 days prior to IV durvalumab administration. An additional six patients were entered
into Arm II HD, receiving high dose IV VCN-01 (1.0E13 virus particles; HD) 14 days prior to IV durvalumab administration.
| · | Median progression-free survival (PFS) was 1.6
months in Arm I LD, 3.7 months in Arm II LD, and 2.1 months in Arm II HD. |
| · | Median overall survival (OS) was 10.3 months
in Arm I LD, 15.5 months in Arm II LD, and 17.3 months in Arm II HD. |
| · | Circulating levels of the stroma-degrading hyaluronidase
enzyme PH20 (expressed during selective VCN-01 intratumoral replication) increased significantly after VCN-01 administration in all tested
patients, peaking on day 3-8 for most patients and detectable until day 28 in 11 of 12 patients. |
| · | Similarly, VCN-01 viral genome levels detected
in patient blood exhibited an initial peak immediately following administration and a secondary peak on day 3-8, consistent with continued
viral replication in tumors followed by a return of virus to circulation. |
| · | Upregulation of CD8 and IDO was observed in tumor
biopsy samples, implying increased tumor infiltration with activated cytotoxic T cells – historically associated with increased
HNSCC patient survival. Diminished levels of FoxP3, CD25, and CTLA4 were also observed, consistent with a reduction in tumor Tregs and
inhibition of tumor immunosuppression. |
| · | Tumor biopsies revealed upregulation of PD-1
and PD-L1 in most patients following VCN-01 administration that correlated with patient survival, suggesting that immune system activity
and heightened PD-L1 expression in tumors contributed to the improved outcomes from VCN-01 and durvalumab combination. |
The information in this
Item 7.01 and in the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section
or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended and shall not be incorporated by reference into any filing with
the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general
incorporation language in such filing. The press release furnished as Exhibit 99.1 to this Current Report on Form 8-K includes “safe
harbor” language pursuant to the Private Securities Litigation Reform Act of 1995, as amended, indicating that certain statements
contained therein are “forward-looking” rather than historical.
Item 8.01. Other Events.
On June 11, 2026, the
Company issued a press release announcing that clinical and translational results from VCN-01’s Phase 1 clinical trial in HNSCC
were recently published on-line first in the journal Clinical Cancer Research.
The trial enrolled 20
adult patients with refractory or metastatic HNSCC, whose disease progressed despite previous therapies, including anti-PD-(L)1 immune
checkpoint inhibitors. Six patients were enrolled into the concomitant Arm I LD of the study and were administered IV low dose VCN-01
(3.3E12 virus particles; LD) four hours prior to a fixed IV dose of durvalumab (1500 mg/q4w). Eight patients were enrolled into the sequential
Arm II LD of the study, receiving low dose IV VCN-01 14 days prior to IV durvalumab administration. An additional six patients were entered
into Arm II HD, receiving high dose IV VCN-01 (1.0E13 virus particles; HD) 14 days prior to IV durvalumab administration.
| · | Median progression-free survival (PFS) was 1.6
months in Arm I LD, 3.7 months in Arm II LD, and 2.1 months in Arm II HD. |
| · | Median overall survival (OS) was 10.3 months
in Arm I LD, 15.5 months in Arm II LD, and 17.3 months in Arm II HD. |
| · | Circulating levels of the stroma-degrading hyaluronidase
enzyme PH20 (expressed during selective VCN-01 intratumoral replication) increased significantly after VCN-01 administration in all tested
patients, peaking on day 3-8 for most patients and detectable until day 28 in 11 of 12 patients. |
| · | Similarly, VCN-01 viral genome levels detected
in patient blood exhibited an initial peak immediately following administration and a secondary peak on day 3-8, consistent with continued
viral replication in tumors followed by a return of virus to circulation. |
| · | Upregulation of CD8 and IDO was observed in tumor
biopsy samples, implying increased tumor infiltration with activated cytotoxic T cells – historically associated with increased
HNSCC patient survival. Diminished levels of FoxP3, CD25, and CTLA4 were also observed, consistent with a reduction in tumor Tregs and
inhibition of tumor immunosuppression. |
| · | Tumor biopsies revealed upregulation of PD-1
and PD-L1 in most patients following VCN-01 administration that correlated with patient survival, suggesting that immune system activity
and heightened PD-L1 expression in tumors contributed to the improved outcomes from VCN-01 and durvalumab combination. |
Item 9.01. Financial Statements and Exhibits.
| (d) |
Exhibits.
The following exhibit is furnished with this Current Report
on Form 8-K.
|
Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release issued by Theriva Biologics, Inc., dated June 11, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the 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: June 11, 2026 |
THERIVA BIOLOGICS, INC. |
| |
|
|
|
| |
By: |
/s/ Steven A. Shallcross |
| |
|
Name: |
Steven A. Shallcross |
| |
|
Title: |
Chief Executive Officer and Chief Financial Officer |
Exhibit 99.1
Theriva™ Biologics Announces Results from
VCN-01 Phase 1 Clinical Trial in Head and Neck Cancer Published in Clinical Cancer Research
– Prolonged overall survival (OS)
was observed in heavily pre-treated refractory Head & Neck Squamous Cell Carcinoma (HNSCC) patients administered IV VCN-01 prior to
the immune checkpoint inhibitor durvalumab –
– Pharmacokinetic, tissue biopsy,
radiomic and transcriptomic results all support the proposed VCN-01 stroma-degrading and immune enhancing modes-of-action and resensitization
of refractory tumors to durvalumab -
– Increased levels of PD-L1 positive
T-cells and other biomarkers were found in patients after sequential administration of VCN-01 and durvalumab, consistent with reactivation
of immune responses –
Rockville, MD, June 11, 2026 – Theriva™
Biologics, Inc. (NYSE American: TOVX), a diversified clinical-stage company developing therapeutics designed to treat cancer and related
diseases in areas of high unmet need, today announced that clinical and translational results from VCN-01’s Phase 1 clinical trial
in Head & Neck Squamous Cell Carcinoma (HNSCC) were recently published on-line first in the journal Clinical Cancer Research. The
article, titled “Phase I trial of intravenous VCN-01 oncolytic adenovirus and durvalumab in patients with head and neck metastatic
squamous cell carcinoma refractory to immunotherapy”, can be read here.
“We are very excited to see Clinical Cancer
Research share the VCN-01 results in immunotherapy-refractory metastatic HNSCC patients with the broad oncology community,” said
Ricard Mesia (Catalan Institute of Oncology, ICO), expert on HNSCC and coordinating investigator in this study. “The trial demonstrates
the ability of VCN-01 to resensitize tumors from these heavily pretreated patients to the immune checkpoint inhibitor durvalumab. Pharmacokinetic,
tissue biopsy, radiomic and transcriptomic results from the study all support the VCN-01 stroma-degrading mode-of-action, being investigated
to enhance tumor penetration by VCN-01 and coadministered therapies and enable/enhance an anti-tumor immune response. There are very few
treatment options available to immunotherapy-refractory metastatic HNSCC patients, and the clinically impactful findings from this report
encourage further clinical development of VCN-01 with immune checkpoint inhibitors or other immune modulating anticancer therapies.”
Data summary – VCN-01 Phase 1 clinical trial
(NCT03799744) in metastatic, immunotherapy-refractory Head & Neck Squamous Cell Carcinoma (HNSCC)
The trial enrolled 20 adult patients with refractory
or metastatic HNSCC, whose disease progressed despite previous therapies, including anti-PD-(L)1 immune checkpoint inhibitors. Six patients
were enrolled into the concomitant Arm I LD of the study and were administered IV low dose VCN-01 (3.3E12 virus particles; LD) four hours
prior to a fixed IV dose of durvalumab (1500 mg/q4w). Eight patients were enrolled into the sequential Arm II LD of the study, receiving
low dose IV VCN-01 14 days prior to IV durvalumab administration. An additional six patients were entered into Arm II HD, receiving high
dose IV VCN-01 (1.0E13 virus particles; HD) 14 days prior to IV durvalumab administration.
| · | Median progression-free survival (PFS) was 1.6 months in Arm I LD, 3.7 months in Arm II LD, and 2.1 months
in Arm II HD. |
| · | Median overall survival (OS) was 10.3 months in Arm I LD, 15.5 months in Arm II LD, and 17.3 months in Arm
II HD. |
| · | Circulating levels of the stroma-degrading hyaluronidase enzyme PH20 (expressed during selective VCN-01 intratumoral
replication) increased significantly after VCN-01 administration in all tested patients, peaking on day 3-8 for most patients and detectable
until day 28 in 11 of 12 patients. |
| · | Similarly, VCN-01 viral genome levels detected in patient blood exhibited an initial peak immediately following
administration and a secondary peak on day 3-8, consistent with continued viral replication in tumors followed by a return of virus to
circulation. |
| · | Upregulation of CD8 and IDO was observed in tumor biopsy samples, consistent with increased tumor infiltration
by activated cytotoxic T cells – historically associated with increased HNSCC patient survival. Diminished levels of FoxP3, CD25,
and CTLA4 were also observed, consistent with a reduction in tumor Tregs and inhibition of tumor immunosuppression. |
| · | Tumor biopsies revealed upregulation of PD-1 and PD-L1 in most patients following VCN-01 administration that
correlated with patient survival, suggesting that immune system activity and heightened PD-L1 expression in tumors contributed to the
improved outcomes from VCN-01 and durvalumab combination. |
About Theriva™ Biologics, Inc.
Theriva™ Biologics (NYSE American: TOVX),
is a diversified clinical-stage company developing therapeutics designed to treat cancer and related diseases in areas of high unmet
need. The Company’s subsidiary Theriva Biologics, S.L., has been developing a new oncolytic adenovirus platform designed for intravenous
(IV), intravitreal and antitumoral delivery to trigger tumor cell death, improve access of co-administered cancer therapies to the tumor,
and promote a robust and sustained anti-tumor response by the patient’s immune system. The Company’s lead clinical-stage
candidate is VCN-01 (zabilugene almadenorepvec), an oncolytic adenovirus designed to replicate selectively and aggressively within tumor
cells, and to degrade the tumor stroma barrier that serves as a significant physical and immunosuppressive barrier to cancer treatment.
An exploratory clinical trial with SYN-004 (ribaxamase) in allogeneic hematopoietic cell transplant (HCT) recipients has completed 2
of 3 cohorts, with initiation of the third cohort dependent on additional funding. SYN-004 (ribaxamase) is designed to degrade certain
commonly used IV beta-lactam antibiotics within the gastrointestinal (GI) tract to prevent microbiome damage, thereby limiting overgrowth
of pathogenic organisms such as VRE (vancomycin resistant Enterococci) and reducing the incidence and severity of acute graft-versus-host-disease
(aGVHD). For more information, please visit Theriva™ Biologics’ website at www.therivabio.com.
Forward-Looking Statement
This release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases forward-looking statements can be identified
by terminology such as “may,” “should,” “potential,” “continue,” “expects,”
“anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions,
and include statements regarding the development of therapeutics designed to treat cancer and related diseases in areas of high unmet
need; the ability of VCN-01 to resensitize tumors from these heavily pretreated patients to the immune checkpoint inhibitor durvalumab;
pharmacokinetic, tissue biopsy, radiomic and transcriptomic results from the study supporting the VCN-01 stroma-degrading mode-of-action,
being researched to enhance tumor penetration by VCN-01 and coadministered therapies and enable/enhance an anti-tumor immune response;
the clinically impactful findings from the study report encouraging further clinical development of VCN-01 with immune checkpoint inhibitors
or other immune modulating anticancer therapies; Theriva Biologics, S.L.’s development of a new oncolytic adenovirus platform designed
for intravenous (IV), intravitreal and antitumoral delivery to trigger tumor cell death, improve access of co-administered cancer therapies
to the tumor, and promote a robust and sustained anti-tumor response by the patient’s immune system; and the initiation of the third
cohort of the exploratory clinical trial with SYN-004 (ribaxamase) in allogeneic hematopoietic cell transplant (HCT) recipients, which
remains subject to additional funding; the ability of SYN-004 (ribaxamase) to degrade certain commonly used IV beta-lactam antibiotics
within the gastrointestinal (GI) tract to prevent microbiome damage, thereby limiting overgrowth of pathogenic organisms such as VRE and
reducing the incidence and severity of aGVHD.. Important factors that could cause actual results to differ materially from current expectations
include, among others, the Company’s ability to finalize protocols for future clinical trials evaluating VCN-01 with immune checkpoint
inhibitors or other immune modulating agents; result of future trials supporting further clinical development of CVN-01; the Company’s
ability to obtain development funding and/or partnerships; the Company’s commencement of planned clinical trials, which remains
subject to sufficient financing; the Company’s ability to raise capital and/or enter into one or more strategic alternatives, that
may include a business combination, merger or reverse merger; the Company’s ability to reach clinical milestones when anticipated,
including the ability to continue to enroll patients as planned; generating clinical data that establishes VCN-01 may improve patient
outcomes in cancer patients; the ability to obtain regulatory approval for commercialization of product candidates or to comply with ongoing
regulatory requirements, including approval of VCN-01 to treat cancer patients; regulatory limitations relating to the Company’s
ability to promote or commercialize its product candidates for the specific indications; acceptance of the Company’s product candidates
in the marketplace; the successful development, marketing or sale of the Company’s products; developments by competitors that render
such products obsolete or non-competitive; the Company’s ability to maintain license agreements; the continued maintenance and growth
of the Company’s patent estate; the ability to continue to remain well financed; and other factors described in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2025 and its other filings with the SEC, including subsequent periodic reports
on Forms 10-Q and current reports on Form 8-K. The information in this release is provided only as of the date of this release, and Theriva
Biologics undertakes no obligation to update any forward-looking statements contained in this release on account of new information, future
events, or otherwise, except as required by law.
For further information, please contact:
Investor Relations
Kevin Gardner
LifeSci Advisors, LLC
kgardner@lifesciadvisors.com