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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): July 7, 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) |
| |
|
| |
¨ |
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 July 7,
2026, Theriva Biologics, Inc. (the “Company”) issued a press release announcing that the Spanish Agency of Medicines and
Medical Devices (“AEMPS”) has authorized the Company to initiate the VIRAGE2 clinical trial, entitled ”A Phase IIa,
single-arm, single-center, open-label, proof-of-concept trial evaluating increased frequency dosing of zabilugene almadenorepvec (VCN-01)
in combination with gemcitabine/nab-paclitaxel in patients with newly-diagnosed metastatic pancreatic cancer” (EUCT: 2026-525566-21-00).
The VIRAGE2 trial builds
on the results of the 112-patient VIRAGE Phase 2b clinical trial evaluating VCN-01 in treatment naïve metastatic pancreatic ductal
adenocarcinoma (PDAC) patients receiving gemcitabine/nab-paclitaxel standard-of-care (SoC) chemotherapy. In the VIRAGE trial, patients
who received 2 doses of VCN-01 administered 3 months apart had significantly improved overall survival, progression free survival, and
duration of response compared to patients treated with only one dose of VCN-01 or with SoC chemotherapy alone. As previously reported,
both the EMA and the FDA recognized the improved survival in the group treated with 2 doses of VCN-01, and raised the possibility of more
frequent repeated dosing of VCN-01 in combination with SoC chemotherapy to potentially improve clinical outcomes. The VIRAGE2 trial is
designed to evaluate the feasibility of administering at least 3 doses of VCN-01 given 2 months apart in combination with SoC chemotherapy.
Results from this trial will inform the VCN-01 dosing regimen for potential evaluation in a future pivotal Phase 3 clinical trial.
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 July 7, 2026, the
Company issued a press release announcing that the AEMPS has authorized the Company to initiate the VIRAGE2 clinical trial, entitled ”A
Phase IIa, single-arm, single-center, open-label, proof-of-concept trial evaluating increased frequency dosing of zabilugene almadenorepvec
(VCN-01) in combination with gemcitabine/nab-paclitaxel in patients with newly-diagnosed metastatic pancreatic cancer” (EUCT: 2026-525566-21-00).
The VIRAGE2 trial builds on the results of the 112-patient VIRAGE Phase
2b clinical trial evaluating VCN-01 in treatment naïve metastatic pancreatic ductal adenocarcinoma (PDAC) patients receiving gemcitabine/nab-paclitaxel
standard-of-care (SoC) chemotherapy. In the VIRAGE trial, patients who received 2 doses of VCN-01 administered 3 months apart had significantly
improved overall survival, progression free survival, and duration of response compared to patients treated with only one dose of VCN-01
or with SoC chemotherapy alone. As previously reported, both the EMA and the FDA recognized the improved survival in the group treated
with 2 doses of VCN-01, and raised the possibility of more frequent repeated dosing of VCN-01 in combination with SoC chemotherapy to
potentially improve clinical outcomes. The VIRAGE2 trial is designed to evaluate the feasibility of administering at least 3 doses of
VCN-01 given 2 months apart in combination with SoC chemotherapy. Results from this trial will inform the VCN-01 dosing regimen for potential
evaluation in a future pivotal Phase 3 clinical trial.
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 July 7, 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: July 7, 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 Regulatory Authorization to Proceed with a VIRAGE2 Phase 2a Clinical Trial to Evaluate More Frequent Dosing of VCN-01
(zabilugene almadenorepvec) in First-Line Patients with Metastatic Pancreatic Ductal Adenocarcinoma
-
VIRAGE2 exploratory study designed to refine dosing regimen to potentially improved outcomes in a future pivotal Phase 3 clinical trial
-
- Study builds on positive clinical data from
the recent VIRAGE study and feedback from the EMA and FDA recognizing the potential of repeated VCN-01 dosing to provide clinical benefit
-
Rockville,
MD, July 07, 2026 – Theriva™ Biologics (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 the Spanish Agency of Medicines
and Medical Devices (AEMPS) has authorized the Company to initiate the VIRAGE2 clinical trial, entitled ”A Phase IIa, single-arm,
single-center, open-label, proof-of-concept trial evaluating increased frequency dosing of zabilugene almadenorepvec (VCN-01) in combination
with gemcitabine/nab-paclitaxel in patients with newly-diagnosed metastatic pancreatic cancer” (EUCT: 2026-525566-21-00).
The
VIRAGE2 trial builds on the results of the 112-patient VIRAGE Phase 2b clinical trial evaluating VCN_01 in treatment naïve metastatic
pancreatic ductal adenocarcinoma (PDAC) patients receiving gemcitabine/nab-paclitaxel standard-of-care (SoC) chemotherapy. In the VIRAGE
trial, patients who received 2 doses of VCN-01 administered 3 months apart had significantly improved overall survival, progression free
survival, and duration of response compared to patients treated with only one dose of VCN-01 or with SoC chemotherapy alone. As previously
reported, both the EMA and the FDA recognized the improved survival in the group treated with 2 doses of VCN-01,
and raised the possibility of more frequent repeated dosing of VCN-01 in combination with SoC chemotherapy to potentially improve clinical
outcomes. The VIRAGE2 trial is designed to evaluate the feasibility of administering at least 3 doses of VCN-01 given 2 months apart
in combination with SoC chemotherapy (see About VIRAGE2). Results from this trial will inform the VCN-01 dosing regimen for potential
evaluation in a future pivotal Phase 3 clinical trial.
“We
are excited to start this important exploratory clinical trial to refine the VCN-01 dosing regimen,” said Steven A. Shallcross,
Chief Executive Officer of Theriva Biologics. “From the first VIRAGE trial we learned that repeated dosing of VCN-01 can lead to
improved clinical outcomes in first-line metastatic PDAC patients receiving gemcitabine/nab-paclitaxel SoC chemotherapy. We expect more
frequent repeated dosing of VCN-01 to enable more potent degradation of the tumor stroma and elicit earlier induction of an antitumor
immune response. The primary objective of VIRAGE2 is to determine whether more frequent repeated dosing of VCN-01 is well tolerated by
patients and does not adversely impact VCN-01 levels in the body. If feasible, more frequent repeated dosing of VCN-01 could significantly
improve the potential clinical benefits achievable in future clinical trials of VCN-01 combined with a range of treatments, including
chemotherapy, immunotherapy, antibody-drug conjugates, and/or KRAS inhibitors.”
About Pancreatic Ductal Adenocarcinoma
Cancer of the pancreas consists of two main histological types: cancer
that arises from the ductal (exocrine) cells of the pancreas or, much less often, cancers may arise from the endocrine compartment of
the pancreas. Pancreatic ductal adenocarcinoma (“PDAC”) accounts for more than 90% of all pancreatic tumors. It can be located
either in the head of the pancreas or in the body/tail. Pancreatic cancer usually metastasizes to the liver and peritoneum. Other less
common metastatic sites are the lungs, brain, kidney, and bone. In its early stages, pancreatic cancer does not typically result in any
characteristic symptoms. In many instances, progressive abdominal pain is the first symptom. Therefore, in most cases, pancreatic cancer
is diagnosed in its late stages (locally advanced non-metastatic or metastatic stage of the disease) when surgical resection and possibly
curative treatment is not possible. It is generally assumed that only 10% of cases are resectable at presentation, whereas 30-40% of patients
are diagnosed at local advanced/unresectable stage and 50-60% present with distant metastases.
About VIRAGE2
VIRAGE2
is a Phase 2a, single-arm, open-label, clinical trial in 6 evaluable patients with histologically confirmed, newly diagnosed metastatic
PDAC enrolled at a single site in Spain. Patients are intended to receive at least three “macrocycles” of VCN-01 (zabilugene
almadenorepvec) and gemcitabine/nab-paclitaxel standard-of-care (SoC) chemotherapy, followed by SoC gemcitabine/nab-paclitaxel cycles
until disease progression. In each VCN-01 macrocycle, intravenous VCN-01 is administered on day 1 followed by gemcitabine/nab-paclitaxel
SoC chemotherapy on days 8, 15, 22, 36, 43 and 50. Macrocycles are repeated on days 57 and 113. The primary objective of the VIRAGE2 trial
is to evaluate whether administration of at least 3 doses of VCN-01, with 2 months between doses, is well tolerated by patients without
adversely impacting VCN-01 pharmacodynamics. Primary endpoints for the trial are the adverse event profile and levels of VCN-01 viral
genomes in blood. Secondary endpoints include objective response rate, duration of response, progression free survival, overall survival,
and circulating levels of anti-VCN-01 neutralizing antibodies. Exploratory endpoints include estimates of potential VCN-01 shedding by
measuring VCN-01 viral genomes in sputum and stool. The study is designed with 80% power to detect a difference in VCN-01 viral genome
levels between the second and first VCN-01 doses with a 2-sided alpha of 0.05. The study is not formally powered for evaluation of clinical
efficacy endpoints and is intended to support evaluation of the potential efficacy of the more frequent repeated dosing regimen in subsequent
clinical trials (EUCT: 2026-525566-21-00).
About VCN-01
VCN-01 (zabilugene almadenorepvec) is a systemically administered oncolytic
adenovirus designed to selectively and aggressively replicate within tumor cells and degrade the tumor stroma that serves as a significant
physical and immunosuppressive barrier to cancer treatment. This unique mode-of-action enables VCN-01 to exert multiple antitumor effects
by (i) selectively infecting and lysing tumor cells; (ii) enhancing the access and perfusion of co-administered chemotherapy
products; and (iii) increasing tumor immunogenicity and exposing the tumor to the patient’s immune system and co-administered
immunotherapy products. Systemic administration enables VCN-01 to exert its actions on both the primary tumor and metastases. VCN-01 has
been administered to 142 patients to date in Company- and investigator-sponsored clinical trials in different cancers, including PDAC
(in combination with chemotherapy), head and neck squamous cell carcinoma (with an immune checkpoint inhibitor), ovarian cancer (with
CAR-T cell therapy), colorectal cancer, and retinoblastoma (by intravitreal injection). VCN-01 has also been made available for compassionate
use in retinoblastoma patients, and 2 patients have been treated in this program. More information on VCN-01 clinical trials is available
at Clinicaltrials.gov.
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 is also on-going with SYN-004 (ribaxamase) which 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)
in allogeneic hematopoietic cell transplant (HCT) recipients. 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 results from the VIRAGE2 trial informing the VCN-01 dosing
regimen for potential evaluation in a future pivotal Phase 3 clinical trial; more frequent repeated dosing of VCN-01 enabling more potent
degradation of the tumor stroma and eliciting earlier induction of an antitumor immune response; and more frequent repeated dosing of
VCN-01 significantly improving the potential clinical benefits achievable in future clinical trials of VCN-01 combined with a range of
treatments, including chemotherapy, immunotherapy, antibody-drug conjugates, and/or KRAS inhibitors. 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; results of future trials supporting further clinical development of VCN-01 and supporting
the benefits of more frequent repeated dosing of VCN-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
Source: Theriva Biologics, Inc.