Welcome to our dedicated page for THERIVA BIOLOGICS SEC filings (Ticker: TOVX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Theriva Biologics, Inc. (TOVX) SEC filings page provides access to the company’s official regulatory documents filed with the U.S. Securities and Exchange Commission. These filings offer detailed information about Theriva’s clinical-stage programs, capital structure, and corporate actions, complementing its press releases and scientific presentations.
Investors can review Form 10-K and Form 10-Q annual and quarterly reports for discussions of risk factors, research and development activities, and financial condition related to programs such as VCN-01, SYN-004 (ribaxamase), SYN-020, and the VCN-X discovery efforts. Current reports on Form 8-K describe material events, including clinical data announcements, regulatory feedback from agencies such as the European Medicines Agency, warrant inducement agreements, public offerings, and at-the-market sales agreements.
Theriva’s proxy statements on Schedule 14A outline matters submitted to stockholders, such as proposals to approve the issuance of additional common shares upon exercise of warrants issued in private placements. These documents explain voting mechanics, record dates, and the rationale for share authorization requests tied to financing transactions.
Forms related to securities offerings, such as registration statements and prospectus supplements referenced in 8-K filings, describe the terms of public offerings of common stock and warrants, as well as at-the-market programs through placement agents. Together, these filings help clarify how Theriva funds the development of its clinical pipeline.
On this page, Stock Titan pairs Theriva’s SEC filings with AI-powered summaries that highlight key points, such as changes in capital structure, new clinical or regulatory disclosures, and important risk factor updates. Real-time updates from EDGAR, along with structured access to historical filings, allow users to monitor how Theriva’s regulatory and financing profile evolves alongside its investigational therapies.
Theriva Biologics is asking stockholders to approve the issuance of up to 16,184,560 shares of common stock upon exercise of new common stock purchase warrants issued to institutional investors in connection with an October 17, 2025 private placement. These New Warrants have an exercise price of $0.54 per share and can only be exercised after stockholders approve the full issuance. If all New Warrants are exercised for cash, the company would receive up to approximately $8.7 million in gross proceeds, which it states could be important to funding operations.
The company notes that approval would significantly increase the number of shares outstanding over time, diluting existing ownership and potentially pressuring the stock price if the new shares are sold into the market. As of the December 31, 2025 record date, 33,845,042 shares of common stock were outstanding. Stockholders are also being asked to approve an adjournment proposal that would allow the meeting to be postponed to solicit additional votes if support for the warrant exercise is initially insufficient.
Theriva Biologics, Inc. reported that on December 15, 2025 it called to order a Special Meeting of Stockholders but could not convene the meeting because there were not enough shares present or represented by proxy to form a quorum. The company plans to call a new special meeting to seek approval of a warrant exercise proposal and an adjournment proposal described in a proxy statement filed on November 10, 2025, and will announce the new date and time and send updated proxy materials.
Under an Inducement Agreement dated October 16, 2025 with certain institutional investors, Theriva agreed to seek stockholder approval for the issuance of up to 16,184,560 shares of common stock upon exercise of newly issued common stock purchase warrants. Because the Special Meeting could not be convened, Theriva is obligated to call additional stockholder meetings every 60 days to seek this approval until it is obtained or the new warrants are no longer outstanding.
Theriva Biologics, Inc. is registering 16,184,560 shares of common stock for resale by existing investors, covering shares issuable upon exercise of “New Warrants” issued in an October 2025 warrant inducement transaction. Those investors had previously held warrants to buy 8,092,280 shares, which they agreed to exercise for cash at a reduced price of $0.54 per share. In return, Theriva issued New Warrants for 16,184,560 additional shares, also at $0.54 per share.
Theriva has already received approximately $4.4 million in gross proceeds from the exercised prior warrants, before fees. The company will not receive any proceeds from resale of the registered shares, but would receive cash only if holders exercise the New Warrants. Shares outstanding were 33,739,643 as of November 3, 2025, and would be 49,924,203 assuming full exercise of the New Warrants. The stock last closed at $0.2189 per share on the NYSE American under the symbol “TOVX.”
Theriva Biologics (TOVX) filed its Q3 2025 Form 10‑Q, reporting a net loss of $4.4 million for the quarter and $21.7 million year‑to‑date. Cash and cash equivalents were $7.5 million at September 30, 2025. Total liabilities rose to $24.1 million, while stockholders’ equity declined to $6.7 million.
The company disclosed substantial doubt about its ability to continue as a going concern without additional capital or strategic transactions. Management approved a restructuring on September 28, 2025, including a 32% workforce reduction (about seven employees), estimating $0.52 million in charges and anticipating ~$1.8 million of annual compensation savings. Management stated that $15.5 million of cash in early November 2025 is expected to fund operations through Q4 2026 and into Q1 2027.
Contingent consideration related to the VCN acquisition increased to $10.8 million, and an accrued milestone of $5.5 million is due to Grifols following VIRAGE Phase 2b endpoints; a $6 million payment was partially deferred. The quarter included financing cash inflows from a May 2025 public offering and ATM sales. Shares outstanding were 33,739,643 as of November 7, 2025.
Theriva Biologics (TOVX) furnished an 8-K announcing it issued a press release with financial information for the quarter ended September 30, 2025. The press release is attached as Exhibit 99.1 and incorporated by reference. The company states the information under Item 2.02 is furnished and not deemed “filed” under Section 18 of the Exchange Act. Theriva’s common stock trades on the NYSE American under the symbol TOVX.
Theriva Biologics (TOVX) reported a new Schedule 13G indicating that the Jeffrey Matthew Gryga Irrevocable Trust beneficially owns 739,211 shares of common stock, representing 7.7% of the class as of the event date 10/24/2025.
The trust has sole voting and dispositive power over these 739,211 shares. Jeffrey Matthew Gryga, as sole trustee, reports shared voting and dispositive power over the same shares through the trust. The filing includes a certification that the securities were not acquired for the purpose of changing or influencing control of the issuer.
Theriva Biologics (TOVX) called a special meeting on December 15, 2025 to seek approval to issue up to 16,184,560 shares of common stock upon exercise of new common stock purchase warrants issued in an October 17, 2025 private placement. The exercise price is $0.54 per share, and the new warrants become exercisable only after stockholder approval and expire on the fifth anniversary of the Stockholder Approval Date. The Board recommends voting FOR both the warrant exercise proposal and an adjournment proposal.
The warrants include a 4.99% (or 9.99% at holder election) beneficial ownership cap and standard adjustment provisions for corporate actions. The company notes potential dilution if exercised and potential market price impact from resales. Stockholders of record as of October 30, 2025 totaled 33,739,643 shares outstanding. If Proposal 1 is not approved, the company cannot permit exercise of the new warrants and may need additional meetings.
Theriva Biologics (TOVX) filed a Form S-3 for the resale of up to 16,184,560 shares of common stock by the Selling Stockholders. These shares are issuable upon exercise of “New Warrants” that were granted in connection with an October 16, 2025 warrant inducement agreement.
Theriva is not offering any shares in this prospectus and will not receive proceeds from Selling Stockholder resales. The company may receive cash only upon the exercise of the New Warrants. The New Warrants are exercisable upon stockholder approval and NYSE American approval, and include a beneficial ownership cap of 4.99% (or 9.99% upon election).
As part of the inducement, holders agreed to exercise previously issued warrants for cash at an exercise price of $0.54 per share, and Theriva received approximately $4.4 million in aggregate gross proceeds on October 17, 2025 from those exercises. The company’s common stock trades on the NYSE American under “TOVX”; on November 3, 2025, the closing price was $0.325 per share.
Theriva Biologics (TOVX) announced an at-the-market offering under a newly filed prospectus supplement, permitting sales of up to $2,894,225 of common stock from time to time through or directly to A.G.P./Alliance Global Partners.
Sales, if any, will be conducted as an “at the market offering” under Rule 415(a)(4). The Sales Agent’s commission is up to 3.0% of the gross sales price per share. There is no arrangement for funds to be received in escrow, trust, or a similar structure. The prospectus supplement relates to the company’s effective Form S-3 shelf dated September 25, 2024.
Theriva Biologics (TOVX) filed a prospectus supplement for an at‑the‑market program to sell up to $2,894,225 of common stock under its Amended and Restated Sales Agreement with A.G.P./Alliance Global Partners.
Sales may occur on the NYSE American as defined in Rule 415, with the Sales Agent earning a commission of up to 3.0% of the gross sales price; there is no escrow arrangement. The company plans to use any net proceeds for working capital and general corporate purposes, including research and development and manufacturing scale‑up, and may also invest in or acquire products, businesses, or technologies.
The company cites a public float of approximately $28,332,900 (based on 33,729,643 non‑affiliate shares at $0.84 as of October 15, 2025), and notes it may not sell more than one‑third of its public float on Form S‑3 in any 12‑month period while float remains below $75 million. The last reported sale price was $0.3276 per share on October 27, 2025.