Theriva Biologics Enters Material Definitive Agreement

TL;DR

Theriva Biologics signed a big deal, details to come.

AI Summary

On September 26, 2024, Theriva Biologics, Inc. entered into a Material Definitive Agreement, the details of which are not fully disclosed in this filing. The company, formerly known as Synthetic Biologics, Inc., is incorporated in Nevada and operates in the Pharmaceutical Preparations sector.

Why It Matters

This filing indicates a significant new agreement for Theriva Biologics, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, but the lack of specific details about the agreement introduces uncertainty.

Key Players & Entities

• Theriva Biologics, Inc. (company) — Registrant
• Synthetic Biologics, Inc. (company) — Former company name
• September 26, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share TOVX NYSE American Indica
• $1.75 — at a combined public offering price of $1.75. Each Pre-Funded Warrant and associated
• $1.7499 — at a combined public offering price of $1.7499. The Company received aggregate gross
• $2.5 m — eeds from the Offering of approximately $2.5 million, before deducting placement agent
• $0.0001 — Warrant Shares at an exercise price of $0.0001 per share and will remain exercisable u
• $2.00 — Common Warrant has an exercise price of $2.00 per share, is immediately exercisable f
• $100,000 — e Placement Agent up to an aggregate of $100,000 for accountable legal fees, other reaso

Filing Documents

• tm2425109d1_8k.htm (8-K) — 40KB
• tm2425109d1_ex1-1.htm (EX-1.1) — 45KB
• tm2425109d1_ex4-1.htm (EX-4.1) — 88KB
• tm2425109d1_ex4-2.htm (EX-4.2) — 85KB
• tm2425109d1_ex10-1.htm (EX-10.1) — 202KB
• tm2425109d1_ex99-1.htm (EX-99.1) — 10KB
• 0001104659-24-103813.txt ( ) — 759KB
• syn-20240926.xsd (EX-101.SCH) — 3KB
• syn-20240926_lab.xml (EX-101.LAB) — 33KB
• syn-20240926_pre.xml (EX-101.PRE) — 22KB
• tm2425109d1_8k_htm.xml (XML) — 4KB

01. Entry

Item 1.01. Entry into a Material Definitive Agreement. On September 27, 2024 (the "Closing Date"), Theriva Biologics, Inc. (the "Company") consummated a public offering (the "Offering") of an aggregate of (i) 918,600 shares (the "Shares") of common stock, par value $0.001 per share (the "Common Stock"), (ii) pre-funded warrants ("Pre-Funded Warrants") to purchase up to 510,000 shares of Common Stock (the "Pre-Funded Warrant Shares"), and (iii) Common Stock purchase warrants ("Common Warrants") to purchase up to 1,428,600 shares of Common Stock (the "Common Warrant Shares"). Each Share and associated Common Warrant to purchase one (1) Common Warrant Share was sold at a combined public offering price of $1.75. Each Pre-Funded Warrant and associated Common Warrant to purchase one (1) Common Warrant Share was sold at a combined public offering price of $1.7499. The Company received aggregate gross proceeds from the Offering of approximately $2.5 million, before deducting placement agent fees and other offering expenses. The Company intends to use the proceeds of the Offering primarily for working capital and general corporate purposes, including for research and development and manufacturing scale-up and may use a portion of the proceeds to invest in or acquire other products, businesses or technologies. The Securities Offered Each Pre-Funded Warrant is immediately exercisable for one (1) Pre-Funded Warrant Shares at an exercise price of $0.0001 per share and will remain exercisable until the Pre-Funded Warrants are exercised in full. Each Common Warrant has an exercise price of $2.00 per share, is immediately exercisable for one (1) Common Warrant Share, and expires five (5) years from its issuance date. The Shares, Pre-Funded Warrants and accompanying Common Warrants were issued separately. The exercise price of the Common Warrants and the Pre-Funded Warrants and number of shares of Common Stock issuable upon exercise will adjust in the event of certain stock

01. Other

Item 8.01. Other Events The Company issued a press release announcing the pricing of the Offering on September 26, 2024. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference herein. As of the date of this Current Report on Form 8-K, after the closing of the Offering and assuming no exercise of the Pre-Funded Warrants or Common Warrants, there are 2,272,462 shares of Common Stock outstanding.

01. Financial

Item 9.01. Financial (d) Exhibits. Exhibit Number Description 1.1* Placement Agency Agreement, dated as of September 26, 2024, by and between Theriva Biologics, Inc. and A.G.P./Alliance Global Partners, as placement agent. 4.1* Form of Common Warrant 4.2* Form of Pre-Funded Warrant 10.1* Form of Securities Purchase Agreement 99.1* Press Release dated September 26, 2024 104 Cover Page Interactive Data File (embedded within the XBRL document) * Filed herewith. 4

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: September 27, 2024 THERIVA BIOLOGICS, INC. By: /s/ Steven A. Shallcross Name: Steven A. Shallcross Title: Chief Executive Officer and Chief Financial Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR