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.
Theriva Biologics, Inc. filings document a Nevada clinical-stage biotechnology issuer with common stock listed on the NYSE American under TOVX. The company’s Form 8-K reports furnish quarterly and annual financial results, Regulation FD clinical and regulatory updates for VCN-01, and material-event disclosures tied to its oncology development programs.
Theriva Biologics proxy statements cover stockholder meeting mechanics, governance matters and shareholder approval proposals related to warrant exercises and potential common-stock issuance under NYSE American rules. Other 8-K disclosures record material definitive agreements, including the SYN-020 license arrangement, alongside capital-structure, voting and corporate-update information relevant to the company’s development-stage business.
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.
Theriva Biologics (TOVX) filed a prospectus supplement for an at‑the‑market offering of up to $4,019,597 of common stock through A.G.P./Alliance Global Partners under its effective Form S‑3. Shares may be sold from time to time pursuant to the Amended and Restated At Market Issuance Sales Agreement.
The sales agent will use commercially reasonable efforts and is entitled to a commission of up to 3.0% of the gross sales price per share. In connection with these sales, the agent will be deemed an underwriter, and the company has agreed to provide indemnification and contribution. There is no arrangement for funds to be held in escrow, trust, or a similar structure.
Theriva Biologics (TOVX) launched an at‑the‑market (ATM) offering of up to $4,019,597 of common stock under a prospectus supplement to its effective S‑3 shelf. Sales will be made through A.G.P./Alliance Global Partners as sales agent, which will earn a commission of up to 3.0% of the gross sales price per share.
The filing is made pursuant to General Instruction I.B.6 to Form S‑3, which limits primary sales to one‑third of public float; the company reports a public float of approximately $19,659,047 based on 23,403,628 non‑affiliate shares at $0.84 as of October 15, 2025. The company notes it sold approximately 12,016,073 shares for net proceeds of about $6.1 million through the Sales Agreement during the period ended December 31, 2024 through the date of the supplement.
For illustration, the company shows up to 13,407,595 shares at an offering price of $0.2998 (the October 21, 2025 last sale price), with actual shares varying by market price. Intended uses include working capital and general corporate purposes, including research and development and manufacturing scale‑up.
Empery Asset Management and two managing members filed an amended Schedule 13G reporting beneficial ownership of 504,091 shares of Theriva Biologics (TOVX), equal to 4.99% of the class. The reported shares are issuable upon exercise of warrants and are subject to a 4.99% Beneficial Ownership Limitation (the “Blocker”).
The filers report shared voting and dispositive power over 504,091 shares and no sole power. The ownership percentage is calculated using 9,597,952 shares outstanding as of August 7, 2025, as disclosed in the company’s Form 10‑Q. The filing certifies the securities were acquired and are held in the ordinary course and not for the purpose of changing or influencing control.
Theriva Biologics (TOVX) filed a Form 8-K announcing new clinical data visibility. On October 20, 2025, the company presented expanded metastatic pancreatic ductal adenocarcinoma (mPDAC) data from its VIRAGE Phase 2b trial (NCT05673811) at the ESMO 2025 Annual Congress. The related ESMO presentation is furnished as Exhibit 99.1 and incorporated by reference.
Theriva Biologics (TOVX) entered a warrant inducement agreement leading certain holders to exercise 8,092,280 existing warrants at $0.54 per share. The company received approximately $4.4 million in gross proceeds on the October 17, 2025 closing.
In return, Theriva issued 16,184,560 new common stock purchase warrants at $0.54, which become exercisable only after Stockholder Approval and NYSE American approval, and expire five years from that approval date. The new warrants and underlying shares were issued in a private placement under Section 4(a)(2) and Rule 506(b). The company will file a resale registration statement as soon as practicable and seek effectiveness within stated SEC review timelines.
Terms include beneficial ownership caps of 4.99% (or 9.99% upon election), a 45‑day restriction on new issuances/registrations (with exceptions), and a 90‑day prohibition on Variable Rate Transactions, with ATM sales permitted five days after closing. Net proceeds are earmarked for working capital. AGP advised and earns a 7.0% cash fee on gross proceeds plus expenses.
Theriva Biologics (TOVX) amended certain existing warrants, reducing the exercise price from $2.00 to $0.54 per share for warrants held by certain holders covering up to 1,345,000 shares of common stock. The change was executed on October 16, 2025 and disclosed via this amendment to a prior prospectus supplement tied to the company’s effective S-1.
The filing updates the earlier prospectus to reflect the revised pricing terms for these “Existing Warrants.” This adjustment affects only the warrant exercise price mechanics and does not alter the previously described securities from the earlier offering materials. Theriva’s common stock closed at $0.84 on October 15, 2025 on the NYSE Capital Market, providing context for the new exercise price.
Theriva Biologics (TOVX) amended certain outstanding warrants, lowering the exercise price from $1.10 to $0.54 per share for warrants to purchase up to 6,747,280 shares of common stock. The change was agreed with the relevant warrant holders on October 16, 2025, and updates the prior prospectus supplement disclosure.
The company’s common stock trades on the NYSE Capital Market under “TOVX.” On October 15, 2025, shares closed at $0.84. This amendment pertains to previously issued warrants tied to a prior best efforts offering; it does not describe a new sale of shares.