Theriva Biologics Files 8-K on Security Holder Rights
Ticker: TOVX · Form: 8-K · Filed: Aug 26, 2024 · CIK: 894158
| Field | Detail |
|---|---|
| Company | Theriva Biologics, Inc. (TOVX) |
| Form Type | 8-K |
| Filed Date | Aug 26, 2024 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 5 min |
| Key Dollar Amounts | $0.001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, filing-update
TL;DR
Theriva Biologics (formerly Synthetic Biologics) filed an 8-K on 8/22/24 impacting security holder rights and bylaws.
AI Summary
Theriva Biologics, Inc. filed an 8-K on August 26, 2024, reporting material modifications to security holder rights and amendments to its articles of incorporation or bylaws, effective August 22, 2024. The filing also includes financial statements and exhibits. The company was formerly known as Synthetic Biologics, Inc. and has undergone previous name changes.
Why It Matters
This filing indicates potential changes affecting the rights of Theriva Biologics' security holders and updates to its corporate governance documents, which could impact investor confidence and the company's operational structure.
Risk Assessment
Risk Level: medium — Filings related to modifications of security holder rights and amendments to corporate bylaws can signal significant internal changes that may affect the company's future direction and investor relations.
Key Players & Entities
- Theriva Biologics, Inc. (company) — Registrant
- August 22, 2024 (date) — Effective date of reported events
- August 26, 2024 (date) — Filing date of the 8-K
- Synthetic Biologics, Inc. (company) — Former company name
FAQ
What specific modifications were made to the rights of security holders?
The filing indicates 'Material Modifications to Rights of Security Holders' as an item of disclosure, but the specific details of these modifications are not provided in the excerpt.
What amendments were made to the Articles of Incorporation or Bylaws?
The filing lists 'Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year' as an item, but the specific amendments are not detailed in the provided text.
When did the reported events become effective?
The 'Date as of Change' is listed as August 22, 2024, indicating the effective date for the reported events.
What is the company's state of incorporation?
Theriva Biologics, Inc. is incorporated in Nevada.
What were previous names of Theriva Biologics, Inc.?
The company was formerly known as Synthetic Biologics, Inc., ADEONA PHARMACEUTICALS, INC., and PIPEX PHARMACEUTICALS, INC.
Filing Stats: 1,204 words · 5 min read · ~4 pages · Grade level 12.2 · Accepted 2024-08-26 08:22:48
Key Financial Figures
- $0.001 — ch registered Common stock, par value $0.001 per share SYN NYSE American Indicat
Filing Documents
- tm2422579d1_8k.htm (8-K) — 34KB
- tm2422579d1_ex3-1.htm (EX-3.1) — 1KB
- tm2422579d1_ex3-1img001.jpg (GRAPHIC) — 484KB
- 0001104659-24-092644.txt ( ) — 876KB
- syn-20240822.xsd (EX-101.SCH) — 3KB
- syn-20240822_lab.xml (EX-101.LAB) — 33KB
- syn-20240822_pre.xml (EX-101.PRE) — 22KB
- tm2422579d1_8k_htm.xml (XML) — 4KB
03
Item 3.03. Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
03
Item 5.03. Amendments to Articles of Incorporation or Bylaws. As previously announced, 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 one (1) share of common stock for every twenty-five (25) shares of common stock (the "Reverse Stock Split"). The Company filed a Certificate of Change (the "Certificate of Change") with the Secretary of State of the State of Nevada to effectuate the Reverse Stock Split on August 22, 2024. The Reverse Stock Split was effective as of 12:01 a.m. (Eastern Time) on August 26, 2024 (the "Effective Time") and the Company's common stock began trading on the NYSE American on a post-split basis when the market opened on August 26, 2024. Pursuant to the laws of the State of Nevada, the Company's state of incorporation, the Company's Board of Directors has the authority to effect a reverse stock split without shareholder approval if the number of authorized shares of common stock and the number of outstanding shares of common stock are proportionally reduced. Split Adjustment; Treatment of Fractional Shares As a result of the Reverse Stock Split, each twenty-five (25) 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, automatically be entitled to receive an additional fractional sha
Financial Statements and Exhibits
Financial Statements and Exhibits Exhibit Number Description 3.1 Certificate of Change filed with the Secretary of State of the State of Nevada on August 22, 2024 (effective as of August 26, 2024) 104 Cover Page Interactive Data File (embedded within the XBRL document)
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 26, 2024 THERIVA BIOLOGICS, INC. By: /s/ Steven A. Shallcross Name: Steven A. Shallcross Title: Chief Executive Officer and Chief Financial Officer