Theriva Biologics Files 8-K on Officer/Director Changes & More
Ticker: TOVX · Form: 8-K · Filed: Nov 1, 2024 · CIK: 894158
| Field | Detail |
|---|---|
| Company | Theriva Biologics, Inc. (TOVX) |
| Form Type | 8-K |
| Filed Date | Nov 1, 2024 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 5 min |
| Key Dollar Amounts | $0.001, $350,000,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, officer-changes, director-changes, filing
TL;DR
Theriva Biologics 8-K: Director/officer changes, bylaws updated, votes, financials filed. Oct 31.
AI Summary
Theriva Biologics, Inc. filed an 8-K on October 31, 2024, reporting on several key events. These include the departure of directors or certain officers, the election of directors, the appointment of certain officers, and updates regarding compensatory arrangements for officers. The filing also covers amendments to articles of incorporation or bylaws, changes in fiscal year, and the submission of matters to a vote of security holders. Additionally, it includes financial statements and exhibits.
Why It Matters
This 8-K filing indicates significant corporate governance and operational updates for Theriva Biologics, potentially impacting its strategic direction and investor relations.
Risk Assessment
Risk Level: medium — The filing details changes in corporate leadership and governance, which can introduce uncertainty and affect the company's future performance.
Key Players & Entities
- Theriva Biologics, Inc. (company) — Filer of the 8-K report
- October 31, 2024 (date) — Earliest event reported date
FAQ
Who are the specific directors or officers departing from Theriva Biologics?
The filing indicates the departure of directors or certain officers, but does not name the specific individuals in the provided text.
What were the key outcomes of the matters submitted to a vote of security holders?
The filing states that matters were submitted to a vote of security holders, but the specific outcomes of these votes are not detailed in the provided text.
Are there any changes to Theriva Biologics' fiscal year reported in this 8-K?
The filing mentions 'Change in Fiscal Year' as an item covered, but does not specify if a change occurred or what the new fiscal year end might be.
What specific amendments were made to the articles of incorporation or bylaws?
The filing lists 'Amendments to Articles of Incorporation or Bylaws' as an item, but the details of these amendments are not provided in the excerpt.
What is the nature of the compensatory arrangements for certain officers mentioned?
The filing notes 'Compensatory Arrangements of Certain Officers' as an item, but the specifics of these arrangements are not detailed in the provided text.
Filing Stats: 1,212 words · 5 min read · ~4 pages · Grade level 11.1 · Accepted 2024-11-01 16:05:10
Key Financial Figures
- $0.001 — ch registered Common stock, par value $0.001 per share TOVX NYSE American Indica
- $350,000,000 — lue per share from 14,000,000 shares to $350,000,000 shares. The foregoing description is a
Filing Documents
- tm2427299d1d1_8k.htm (8-K) — 45KB
- tm2427299d1_ex3-1.htm (EX-3.1) — 4KB
- tm2427299d1d1_ex10-1.htm (EX-10.1) — 10KB
- tm2427299d1_ex3-1img001.jpg (GRAPHIC) — 606KB
- 0001104659-24-113480.txt ( ) — 1071KB
- syn-20241031.xsd (EX-101.SCH) — 3KB
- syn-20241031_lab.xml (EX-101.LAB) — 33KB
- syn-20241031_pre.xml (EX-101.PRE) — 22KB
- tm2427299d1d1_8k_htm.xml (XML) — 4KB
02. Departure of Directors or Certain Officers; Election
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Amendment to 2020 Stock Incentive Plan On October 31, 2024, Theriva Biologics, Inc. (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved an amendment ("Amendment No. 2") to the Company's 2020 Stock Incentive Plan (the "2020 Stock Incentive Plan") to (i) increase the number of shares of common stock that the Company will have authority to grant under the 2020 Stock Incentive Plan from 280,000 shares of common stock to 2,500,000 shares of common stock and (ii) to amend the annual non-employee director grant limit to 250,000 shares of common stock. A description of the 2020 Stock Incentive Plan, as amended, is set forth in the Company's definitive proxy statement on Schedule 14A for the Annual Meeting, which was filed on September 30, 2024 with the Securities and Exchange Commission (the "Definitive Proxy Statement"), in the section entitled "PROPOSAL 3-APPROVAL OF AMENDMENTS TO THE COMPANY'S 2020 STOCK INCENTIVE PLAN". The description of Amendment No. 2 is qualified in its entirety by reference to the full text of Amendment No. 2, a copy of which is included as an exhibit to this Current Report on Form 8-K and attached to the Definitive Proxy Statement as Appendix A .
03. Amendments to Articles of Incorporation
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On November 1, 2024, the Company filed a Certificate of Change to its Articles of Incorporation with the Secretary of State of the State of Nevada (the "Certificate of Change") that was effective on such date that increased the number of the Company's authorized shares of common stock, $0.001 par value per share from 14,000,000 shares to $350,000,000 shares. The foregoing description is a summary only and is qualified in its entirety by reference to the full text of the Certificate of Change, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
07. Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders. On October 31, 2024, the Company held the Annual Meeting where the Company's stockholders voted on the following five (5) proposals and cast their votes as described below. These matters are described in detail in the Definitive Proxy Statement. The final results for Proposals 1, 2, 3, 4 and 5 as set forth in the Definitive Proxy Statement were as follows: Proposal 1 - Election of Directors . The following four (4) individuals were elected as directors, to serve until the Company's next annual meeting of stockholders and until their respective successors have been duly elected and qualified with the following votes: Name of Director Votes For Withheld Broker Non-Votes Jeffrey J. Kraws 902,275 130,413 480,879 Steven A. Shallcross 887,405 145,283 480,879 John Monahan 896,135 136,553 480,879 Jeffrey Wolf 903,414 129,274 480,879 Proposal 2 - Ratification of the appointment of BDO USA, P.C. as the Company's independent registered public accounting firm for the year ending December 31, 2024. The stockholders ratified and approved the appointment of BDO USA P.C. as the Company's independent registered public accounting firm for the year ending December 31, 2024 based on the votes listed below: Votes For Votes Against Abstentions Broker Non-Votes 1,394,059 113,657 5,851 0 Proposal 3 - Approval of Amendments to the Company's 2020 Stock Incentive Plan. As further described above in Item 5.02 of this Current Report on Form 8-K, the stockholders approved and adopted Amendment No. 2 to the 2020 Stock Incentive Plan, which amendment increased the number of shares of common stock that the Company will have authority to grant under the 2020 Stock Incentive Plan from 280,000 shares to 2,500,000 shares of common stock. As a result, a maximum of 2,500,000 shares of common stock may be issued under the 2020 Stock Incentive Plan, as amended. The results of the voting for t
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. The following exhibits are filed with this Current Report on Form 8-K: Exhibit Number Description 3.1 Certificate of Change to the Articles of Incorporation 10.1 Amendment No. 2 to the Theriva Biologics, Inc. 2020 Stock Incentive Plan 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: November 1, 2024 THERIVA BIOLOGICS, INC. By: /s/ Steven A. Shallcross Name: Steven A. Shallcross Title: Chief Executive Officer and Chief Financial Officer