Theriva Biologics Files 8-K: Material Agreement & Equity Sales

TL;DR

Theriva Biologics (formerly Synthetic Biologics) filed an 8-K detailing a material agreement and equity sales.

AI Summary

On October 16, 2025, Theriva Biologics, Inc. (formerly Synthetic Biologics, Inc.) entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events, including financial statements and exhibits. This filing follows a series of name changes for the company, previously known as Adeona Pharmaceuticals, Inc. and Pipex Pharmaceuticals, Inc.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Theriva Biologics, Inc. (company) — Registrant
• Synthetic Biologics, Inc. (company) — Former Company Name
• Adeona Pharmaceuticals, Inc. (company) — Former Company Name
• Pipex Pharmaceuticals, Inc. (company) — Former Company Name
• October 16, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share TOVX NYSE American Indica
• $0.54 — Warrants at a reduced exercise price of $0.54 per share and (2) the Company agreed to
• $4.4 million — gregate gross proceeds of approximately $4.4 million for the exercise of the Existing Warran

Filing Documents

• tm2528131d2_8k.htm (8-K) — 45KB
• tm2528131d2_ex4-1.htm (EX-4.1) — 95KB
• tm2528131d2_ex10-1.htm (EX-10.1) — 61KB
• tm2528131d2_ex99-1.htm (EX-99.1) — 11KB
• 0001104659-25-100468.txt ( ) — 430KB
• syn-20251016.xsd (EX-101.SCH) — 3KB
• syn-20251016_lab.xml (EX-101.LAB) — 33KB
• syn-20251016_pre.xml (EX-101.PRE) — 22KB
• tm2528131d2_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Warrant Inducement Agreement and Issuance of New Warrants On October 16, 2025, Theriva Biologics, Inc. (the "Company") entered into a warrant inducement agreement (the "Inducement Agreement") with certain holders named therein (the "Holders") of existing Common Stock Purchase Warrants to purchase up to an aggregate of 8,092,280 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), consisting of (i) Common Stock Purchase Warrants to purchase up to an aggregate of 1,345,000 shares of Common Stock issued on September 27, 2024 (the "September Warrants") and (ii) Common Stock Purchase Warrants to purchase up to an aggregate of 6,747,280 shares of Common Stock issued on May 8, 2025 (the "May Warrants" and, together with the September Warrants, the "Existing Warrants"). Pursuant to the Inducement Agreement, (1) the Holders agreed to exercise for cash the Existing Warrants at a reduced exercise price of $0.54 per share and (2) the Company agreed to issue to the Holders new Common Stock Purchase Warrants to purchase up to an aggregate of 16,184,560 shares of Common Stock (the "New Warrants"). The issuance of shares of Common Stock underlying the September Warrants has been registered pursuant to an effective registration statement on Form S-1 (File No. 333-282024), which was initially filed with the Securities and Exchange Commission (the "Commission") on September 10, 2024, as subsequently amended, and declared effective by the Commission on September 25, 2024 (the "September Warrants Registration Statement"), and the issuance of shares of Common Stock underlying the May Warrants has been registered pursuant to an effective registration amended, and declared effective by the Commission on May 7, 2025 (the "May Warrants Registration Statement" and, together

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities The disclosure regarding the New Warrants and the New Warrant Shares set forth under Item 1.01 is incorporated by reference into this Item 3.02. None of the New Warrants or the New Warrant Shares have been registered under the Securities Act pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder, and none may be sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

01. Other Events

Item 8.01. Other Events On October 16, 2025, the Company issued a press release regarding the pricing of the transaction described in Item 1.01, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits The following exhibits are filed herewith: Exhibit No. Description 4.1 Form of New Warrant 10.1 Form of Warrant Inducement Agreement 99.1 Press release issued by Theriva Biologics, Inc. dated October 16, 2025 (pricing of the offering) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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: October 17, 2025 THERIVA BIOLOGICS, INC. By: /s/ Steven A. Shallcross Name: Steven A. Shallcross Title: Chief Executive Officerand Chief Financial Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR