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

Rhea-AI Filing Summary

Theriva Biologics (NYSE: TOVX) has announced a significant at-the-market (ATM) offering through an amended sales agreement with A.G.P./Alliance Global Partners. The company plans to offer up to $2.53 million worth of common stock through this facility.

Key details of the ATM offering include:

• Sales will be conducted through A.G.P./Alliance Global Partners as Sales Agent
• Sales Agent commission rate set at 3.0% of gross sales price per share
• Offering falls under the previously effective S-3 Registration Statement (File No. 333-279077) from September 2024
• Sales will be made through methods qualifying as "at the market offering" under Rule 415(a)(4)

The filing includes legal validation through Parsons Behle & Latimer's opinion on share validity. This offering provides Theriva with flexibility to raise capital as needed, though there's no obligation to sell any specific amount of shares.

Positive

• None.

Negative

• Company announces potential dilutive at-the-market offering of up to $2.53M worth of common stock, which could negatively impact existing shareholders

Insights

Equity Capital Markets Analyst

Theriva announces $2.5M ATM offering that will dilute shareholders while providing needed capital flexibility at 3% commission rate.

Theriva Biologics has established an At-The-Market (ATM) offering for up to $2,534,352 worth of common stock. This financing mechanism gives the company flexible access to capital by allowing them to sell newly issued shares directly into the open market at prevailing prices. The relatively small size of this ATM ($2.5M) suggests the company is seeking working capital rather than funding a major strategic initiative.

The 3% commission rate to A.G.P./Alliance Global Partners is standard for ATM offerings, keeping capital raising costs reasonable compared to traditional underwritten offerings which typically command 5-7% fees. The company has also agreed to standard indemnification provisions for the sales agent.

For existing shareholders, this ATM creates potential dilution risk as new shares enter the market. However, unlike a traditional follow-on offering which issues all shares at once, the ATM structure allows management to opportunistically raise capital when share prices are favorable, potentially minimizing dilution impact. The company can pause or resume issuance as needed, providing financial flexibility.

The timing of this ATM filing suggests management anticipates needing additional capital in the near term. For a biotech company like Theriva, maintaining sufficient cash reserves is critical for funding ongoing R&D operations and clinical programs, especially given the typically long development timelines and high cash burn rates in this sector.

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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 20, 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 June 20, 2025, Theriva Biologics, Inc. (the “Company”) filed a prospectus supplement and the accompanying base prospectus (the “Prospectus Supplement”) to its Registration Statement on Form S-3, as amended (File No. 333-279077), which Form S-3 was declared effective by the Securities and Exchange Commission (the “Commission”) on September 25, 2024 (the “Registration Statement”), relating to the offer and sale of up to $2,534,352 of shares of the Company’s common stock, par value $0.001 per share (the “common stock”), from time to time through or directly to A.G.P./Alliance Global Partners (the “Sales Agent”) pursuant to the terms of that certain Amended and Restated At Market Issuance Sales Agreement, dated February 9, 2021, as amended by Amendment No. 1 thereto, dated May 3, 2021, as further amended by Amendment No. 2 thereto, dated May 2, 2024 (the “Sales Agreement”).

Sales of the common stock, if any, under the Prospectus Supplement will be made by any method permitted that is deemed an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Sales Agent is not required to sell any specific amount, but will act as our Sales Agent using commercially reasonable efforts consistent with its normal trading and sales practices. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

The Sales Agent will be entitled to compensation at a commission rate equal to up to 3.0% of the gross sales price per share sold. In connection with the sale of the common stock on our behalf, the Sales Agent will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of the Sales Agent will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the Sales Agent with respect to certain liabilities, including liabilities under the Securities Act.

The opinion of the Company’s special Nevada counsel (Parsons Behle & Latimer) regarding the validity of the shares of common stock that will be issued pursuant to the Prospectus Supplement and Sales Agreement is filed herewith as Exhibit 5.1 and is incorporated by refence herein.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed with this Current Report on Form 8-K:

Exhibit Number		Description
5.1		Opinion of Parsons Behle & Latimer
23.1		Consent of Parsons Behle & Latimer (included in Exhibit 5.1 hereof)
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within in the inline 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 20, 2025	THERIVA BIOLOGICS, INC.
	By:	/s/ Steven A. Shallcross
		Name:	Steven A. Shallcross
		Title:	Chief Executive Officer and Chief Financial Officer

FAQ

What is the size of TOVX's new at-the-market (ATM) offering announced on June 20, 2025?

Theriva Biologics (TOVX) announced an at-the-market offering of up to $2,534,352 of common stock shares through their Sales Agent A.G.P./Alliance Global Partners.

Who is TOVX's sales agent for the ATM offering and what commission will they receive?

A.G.P./Alliance Global Partners is serving as the Sales Agent for TOVX's ATM offering. They will receive a commission rate of up to 3.0% of the gross sales price per share sold.

When was TOVX's Form S-3 Registration Statement declared effective?

TOVX's Registration Statement on Form S-3 (File No. 333-279077) was declared effective by the Securities and Exchange Commission on September 25, 2024.

What is the legal framework for TOVX's ATM offering announced in June 2025?

The offering is being conducted under an Amended and Restated At Market Issuance Sales Agreement dated February 9, 2021, with amendments from May 3, 2021, and May 2, 2024. The sales qualify as an 'at the market offering' under Rule 415(a)(4) of the Securities Act of 1933.

Who is the current CEO and CFO of TOVX as of June 2025?

Steven A. Shallcross serves as both the Chief Executive Officer and Chief Financial Officer of Theriva Biologics, Inc., as evidenced by his signature on the June 20, 2025 filing.