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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): August 3, 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 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to 2020 Stock Incentive Plan
On August 3, 2026, Theriva Biologics, Inc. (the
“Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s
stockholders approved an amendment (“Amendment No. 4”) to the Company’s 2020 Stock Incentive Plan (the “2020 Stock
Incentive Plan”) to (i) increase the number of shares of common stock that the Company will have authority to grant under the 2020
Stock Incentive Plan from 4,500,000 shares of common stock to 6,500,000 shares of common stock. A description of the 2020 Stock Incentive
Plan is set forth in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting (the “Definitive Proxy
Statement”), which was filed on June 29, 2026 with the Securities and Exchange Commission (the “Commission”), in the
section entitled “Proposal 3 - 2020 Plan Increase Proposal”. The description of Amendment No. 4 is qualified in its entirety
by reference to the full text of Amendment No. 4, a copy of which is included as an exhibit to this Current Report on Form 8-K and attached
to the Definitive Proxy Statement as Appendix A.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 3, 2026, the Company held the Annual
Meeting where the Company’s stockholders voted on the following six (6) proposals and cast their votes as described below. These
matters are described in detail in the Definitive Proxy Statement.
The final results for Proposals 1, 2, 3, 4, 5
and 6 as set forth in the Definitive Proxy Statement were as follows:
Proposal 1 - Election of Directors.
The following four (4) individuals were elected
as directors, to serve until the Company’s next annual meeting of stockholders and until their respective successors have been duly
elected and qualified with the following votes:
| Name of Director | |
Votes For | | |
Withheld | | |
Broker Non-Votes | |
| Jeffrey J. Kraws | |
| 4,034,594 | | |
| 2,021,707 | | |
| 10,823,826 | |
| Steven A. Shallcross | |
| 4,030,358 | | |
| 2,025,943 | | |
| 10,823,826 | |
| John Monahan | |
| 4,003,454 | | |
| 2,052,847 | | |
| 10,823,826 | |
| Jeffrey Wolf | |
| 4,030,997 | | |
| 2,025,304 | | |
| 10,823,826 | |
Proposal 2 – Auditor Ratification Proposal.
The stockholders ratified and approved the appointment
of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026 based on the
votes listed below:
| Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| | 14,570,613 | | |
| 2,053,033 | | |
| 256,481 | | |
| 0 | |
Proposal 3 - Amendment to the Company’s
2020 Stock Incentive Plan.
As further described above in Item 5.02 of this
Current Report on Form 8-K, the stockholders approved and adopted Amendment No. 4 to the 2020 Stock Incentive Plan, which amendment increased
the number of shares of common stock that the Company will have authority to grant under the 2020 Stock Incentive Plan from 4,500,000
shares to 6,500,000 shares of common stock. As a result, a maximum of 6,500,000 shares of common stock may be issued under the 2020 Stock
Incentive Plan, as amended. The results of the voting for this approved proposal are as follows:
| Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| | 3,110,068 | | |
| 2,840,658 | | |
| 105,575 | | |
| 10,823,826 | |
Proposal 4 – Approval of Amendment to
Increase the Number of Authorized Shares of Common Stock.
The stockholders approved an amendment to increase
the number of authorized shares of the Company’s common stock (the “Charter Amendment”), as described in the Definitive
Proxy Statement. As described in the Definitive Proxy Statement, the Board of Directors has discretion to determine whether to file the
Charter Amendment and may elect not to effect the amendment notwithstanding stockholder approval. The results of the voting for this approved
proposal are as follows:
| Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| | 12,007,931 | | |
| 4,643,286 | | |
| 228,910 | | |
| 0 | |
Proposal 5 – Approval of Issuance of Common Stock Upon Exercise
of Warrants.
The stockholders approved the issuance of shares of common stock upon
the exercise of outstanding warrants, as described in the Definitive Proxy Statement. The results of the voting for this approved proposal
are as follows:
| Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| | 3,665,312 | | |
| 2,267,592 | | |
| 123,397 | | |
| 10,823,826 | |
Proposal 6 – Approval of the Adjournment of the Annual Meeting.
The stockholders approved a proposal to adjourn the Annual Meeting
to a later date, if necessary, as described in the Definitive Proxy Statement. The results of the voting for this approved proposal are
as follows:
| Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| | 12,012,234 | | |
| 4,297,352 | | |
| 570,541 | | |
| 0 | |
Notwithstanding the approval of this proposal, because each of Proposals
1 through 5 received the requisite votes for approval at the Annual Meeting as convened, it was not necessary for the Company to adjourn
the Annual Meeting.
Item 9.01. Financial Statements and Exhibits.
The following
exhibits are filed with this Current Report on Form 8-K:
Exhibit
Number |
|
Description |
| 10.1* |
|
Amendment No. 4 to the Theriva Biologics, Inc. 2020 Stock Incentive Plan |
| 104 |
|
Cover Page Interactive Data File (embedded within the XBRL document) |
*Filed herewith
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: August 4, 2026 |
THERIVA BIOLOGICS, INC. |
| |
|
|
|
| |
By: |
/s/ Steven A. Shallcross |
| |
|
Name: |
Steven A. Shallcross |
| |
|
Title: |
Chief Executive Officer
and Chief Financial Officer |
