Theriva Biologics Files 8-K: Officer Changes & Shareholder Votes

TL;DR

Theriva Biologics (THRX) filed an 8-K detailing leadership changes and upcoming shareholder votes.

AI Summary

Theriva Biologics, Inc. filed an 8-K on September 4, 2025, reporting events as of August 29, 2025. The filing indicates a departure of directors or certain officers, the election of directors, the appointment of certain officers, and details compensatory arrangements. It also covers the submission of matters to a vote of security holders and includes financial statements and exhibits.

Why It Matters

This 8-K filing signals potential shifts in the company's leadership and governance structure, which could impact strategic direction and operational execution.

Risk Assessment

Risk Level: medium — Changes in directors and officers, along with shareholder votes, can indicate internal shifts or strategic decisions that may carry inherent risks.

Key Players & Entities

• Theriva Biologics, Inc. (company) — Registrant
• August 29, 2025 (date) — Earliest event date
• September 4, 2025 (date) — Filing date

FAQ

Key Financial Figures

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

Filing Documents

• tm2525057d1_8k.htm (8-K) — 51KB
• tm2525057d1_ex10-1.htm (EX-10.1) — 9KB
• 0001104659-25-087465.txt ( ) — 228KB
• syn-20250829.xsd (EX-101.SCH) — 3KB
• syn-20250829_lab.xml (EX-101.LAB) — 33KB
• syn-20250829_pre.xml (EX-101.PRE) — 22KB
• tm2525057d1_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 August 29, 2025, Theriva Biologics, Inc. (the "Company") held its 2025 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved an amendment ("Amendment No. 3") 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 2,500,000 shares of common stock to 4,500,000 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 (the "Definitive Proxy Statement"), which was filed on July 9, 2025 with the Securities and Exchange Commission (the "Commission"), in the section entitled "PROPOSAL 3- 2020 PLAN INCREASE PROPOSAL". The description of Amendment No. 3 is qualified in its entirety by reference to the full text of Amendment No. 3, 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 .

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On August 29, 2025, 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 1,553,873 224,893 2,212,112 Steven A. Shallcross 1,550,420 228,346 2,212,112 John Monahan 1,553,390 225,376 2,212,112 Jeffrey Wolf 1,555,208 223,558 2,212,112 Proposal 2 – Auditor Ratification Proposal. 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, 2025 based on the votes listed below: Votes For Votes Against Abstentions Broker Non-Votes 3,609,552 326,917 54,409 0 Proposal 3 - Amendment 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. 3 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 2,500,000 shares to 4,500,000 shares of common stock. As a result, a maximum of 4,500,000 shares of common stock may be issued under the 2020 Stock Incentive Plan, as amended. The results of the voting for this approved proposal were as follows: Votes For Votes Against Abstentions Broker Non-Votes 1,143,977 6

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 10.1 Amendment No. 3 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: September 4, 2025 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