Theriva Biologics Files 8-K on Security Holder Rights

TL;DR

Theriva Biologics filed an 8-K on Aug 15, 2024, covering changes to security holder rights and corporate governance.

AI Summary

On August 15, 2024, Theriva Biologics, Inc. filed an 8-K report detailing material modifications to the rights of its security holders. The filing also addresses amendments to its articles of incorporation or bylaws and other events, alongside financial statements and exhibits. This report follows Theriva Biologics' previous name changes from Synthetic Biologics, Inc., Adeona Pharmaceuticals, Inc., and Pipex Pharmaceuticals, Inc.

Why It Matters

This 8-K filing indicates significant corporate actions that could impact the rights and structure for Theriva Biologics' shareholders and stakeholders.

Risk Assessment

Risk Level: medium — Filings concerning modifications to security holder rights and corporate governance can introduce uncertainty and potential shifts in shareholder value.

Key Players & Entities

• Theriva Biologics, Inc. (company) — Registrant
• August 15, 2024 (date) — Date of earliest event reported
• Synthetic Biologics, Inc. (company) — Former company name
• Adeona Pharmaceuticals, Inc. (company) — Former company name
• Pipex Pharmaceuticals, Inc. (company) — Former company name

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share TOVX NYSE American Indica

Filing Documents

• tm2421949d1_8k.htm (8-K) — 32KB
• tm2421949d1_ex99-1.htm (EX-99.1) — 12KB
• tm2421949d1_ex99-1img001.jpg (GRAPHIC) — 6KB
• 0001104659-24-090522.txt ( ) — 230KB
• syn-20240815.xsd (EX-101.SCH) — 3KB
• syn-20240815_lab.xml (EX-101.LAB) — 33KB
• syn-20240815_pre.xml (EX-101.PRE) — 22KB
• tm2421949d1_8k_htm.xml (XML) — 4KB

03

Item 3.03 Material Modification to Rights of Security Holders. On August 15, 2024, the Board of Directors of Theriva Biologics, Inc., a Nevada corporation (the "Company"), approved a reverse stock split of the Company's authorized, issued and outstanding shares of common stock, par value $0.001 per share, at a ratio of 1-for-25. On August 16, 2024, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is filed herewith as Exhibit 99.1 .

03

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Reverse Split On August 15, 2024, the Board of Directors of the Company approved a reverse stock split of the Company's authorized, issued and outstanding shares of common stock, par value $0.001 per share, at a ratio of one (1) share of common stock for every twenty-five (25) shares of common stock (the "Reverse Stock Split"). The Company anticipates that the Reverse Stock Split will be effective at 12:01 a.m., Eastern Time, on August 26, 2024. Split Adjustment; Treatment of Fractional Shares As a result of the Reverse Stock Split, each twenty-five (25) pre-split shares of common stock outstanding will automatically combine into one (1) new share of common stock without any action on the part of the holders, and the number of outstanding shares common stock will be reduced from 25,131,230 shares to 1,005,249 shares (subject to rounding of fractional shares). No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-reverse stock split shares of the Company's common stock not evenly divisible by 25, will, in lieu of a fractional share, be entitled the number of shares rounded up to the nearest whole share. The Company will issue one whole share of the post-Reverse Stock Split common stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split. As a result, no fractional shares will be issued in connection with the Reverse Stock Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split. NYSE American Compliance The Reverse Stock Split is being effected to is being effected to ensure that the Company can meet the per share price requirements of the NYSE American, the Company's current listin

01

Item 8.01 Other Events. On August 16, 2024, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release dated August 16, 2024

SIGNATURES

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 16, 2024 THERIVA BIOLOGICS, INC. By: /s/ Steven A. Shallcross Name: Steven A. Shallcross Title: Chief Executive Officer and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR