Theriva Biologics Seeks Shareholder Nod for 16.18M Warrant Share Issuance

TL;DR

**TOVX needs this warrant approval to avoid further financing headaches and potential NYSE American compliance issues; vote FOR or risk more uncertainty.**

AI Summary

Theriva Biologics, Inc. is holding a Special Meeting of Stockholders on December 15, 2025, to approve the issuance of up to 16,184,560 shares of common stock. These shares are tied to the exercise of new common stock purchase warrants issued to institutional investors in a private placement offering that closed on October 17, 2025. This issuance is required under Section 713(a) of the NYSE American Company Guide. The new warrants were issued as an inducement for investors to immediately exercise existing September Warrants and May Warrants, which resulted in the exercise of 1,345,000 September Warrant Shares and 6,747,280 May Warrant Shares at a reduced exercise price of $0.54 per share. The new warrants, exercisable at $0.54, represent 200% of the shares issued from the existing warrant exercises. The company is also seeking approval for an adjournment proposal, if necessary, to secure sufficient votes for the warrant exercise. Failure to obtain stockholder approval for the warrant exercise would obligate Theriva Biologics to call subsequent meetings every 60 days until approval is secured or the new warrants are no longer outstanding, indicating a critical need for this approval to finalize the private placement terms and potentially raise capital.

Why It Matters

This DEF 14A filing is crucial for Theriva Biologics as it seeks to finalize a private placement offering that closed on October 17, 2025, by obtaining stockholder approval for the issuance of 16,184,560 shares. For investors, this approval is vital for the company to fulfill its obligations under the inducement agreement, potentially impacting future financing capabilities and stock dilution. Employees and customers may see this as a step towards stabilizing the company's financial position, enabling continued operations and development. In a competitive biotech landscape, securing this financing and adhering to exchange rules is paramount for Theriva Biologics to maintain investor confidence and pursue its strategic objectives.

Risk Assessment

Risk Level: medium — The risk level is medium because failure to approve the Warrant Exercise Proposal could lead to ongoing obligations for Theriva Biologics to call meetings every 60 days, as stated in the filing, until approval is obtained or the New Warrants are no longer outstanding. This could create administrative burden and uncertainty. While the Board recommends a 'FOR' vote, the potential for an 'AGAINST' vote or insufficient quorum for the 16,184,560 share issuance introduces a notable, though not catastrophic, operational and financial risk.

Analyst Insight

Investors should carefully review the implications of the 16,184,560 share issuance on potential dilution and the company's long-term financing strategy. Voting 'FOR' the Warrant Exercise Proposal aligns with the Board's recommendation and helps Theriva Biologics fulfill its private placement obligations, potentially stabilizing its financial outlook. Consider the impact of the $0.54 exercise price on future stock performance.

Key Numbers

• 16,184,560 — Shares of common stock (Maximum shares to be issued upon exercise of New Warrants, requiring stockholder approval)
• $0.54 — Exercise price per share (Reduced exercise price for Existing Warrants and exercise price for New Warrants)
• 33,739,643 — Shares of common stock outstanding (As of the record date, October 30, 2025)
• 34% — Quorum requirement (Percentage of outstanding shares required for transaction of business at the Special Meeting)
• 1,345,000 — September Warrant Shares (Shares issued upon exercise of September Warrants)
• 6,747,280 — May Warrant Shares (Shares issued upon exercise of May Warrants)
• 200% — New Warrants issuance ratio (New Warrants issued at 200% of Existing Warrant Shares exercised)
• 4.99% — Beneficial ownership limit (Initial cap for New Warrant exercise, adjustable to 9.99%)
• 60 days — Meeting frequency obligation (Frequency of subsequent meetings if stockholder approval is not obtained)
• October 17, 2025 — Closing Date (Date of the private placement offering and Warrant Inducement consummation)

Key Players & Entities

• Theriva Biologics, Inc. (company) — Registrant and issuer of common stock
• Steven A. Shallcross (person) — Chief Executive Officer, Chief Financial Officer and Director
• NYSE American Company Guide (regulator) — Governing body for Section 713(a) requiring stockholder approval
• Securities and Exchange Commission (regulator) — Regulatory body for registration statements
• $0.54 (dollar_amount) — Reduced exercise price for September and May Warrants, and exercise price for New Warrants
• October 17, 2025 (date) — Closing date of the private placement offering and consummation of Warrant Inducement
• December 15, 2025 (date) — Date of the Special Meeting of Stockholders
• October 30, 2025 (date) — Record date for stockholders entitled to vote
• 9605 Medical Center Drive, Suite 270, Rockville, Maryland 20850 (location) — Company's principal office and location of the Special Meeting
• Broadridge (company) — Vote processing agent

FAQ

Risk Factors

• NYSE American Listing Standards Compliance [high — regulatory]: The company is seeking stockholder approval to issue up to 16,184,560 shares of common stock upon the exercise of new warrants. This issuance is a requirement under Section 713(a) of the NYSE American Company Guide, which mandates stockholder approval for issuances that exceed 20% of the outstanding common stock. Failure to obtain this approval could lead to repeated 60-day meeting cycles until consent is granted or warrants expire.
• Dilution from Warrant Exercise [high — financial]: The proposed issuance of up to 16,184,560 shares represents a significant potential dilution to existing shareholders. This number is approximately 48% of the 33,739,643 shares outstanding as of October 30, 2025. The issuance is tied to warrants that were issued as an inducement for investors to exercise existing warrants at a reduced price, indicating a strategic move to raise capital but at the cost of substantial equity dilution.
• Dependence on Stockholder Approval [medium — operational]: The company's ability to finalize the terms of its private placement offering and potentially raise capital is critically dependent on obtaining stockholder approval for the warrant exercise. The proposal to adjourn the meeting highlights the company's concern about securing sufficient votes, indicating a potential risk if the approval is not met.
• Inducement Warrant Structure [medium — market]: The issuance of new warrants as an inducement for the exercise of existing warrants at a reduced price ($0.54) suggests a need to incentivize investors. The new warrants are for 200% of the shares issued from the existing warrant exercises, which could be a complex structure that investors may scrutinize for fairness and long-term value.

Industry Context

Theriva Biologics operates in the biotechnology sector, which is characterized by high research and development costs, long product development cycles, and significant regulatory hurdles. Companies in this space often rely on private placements and warrant exercises to fund ongoing operations and clinical trials, especially in the early stages of development. The competitive landscape is intense, with numerous companies vying for funding and market share in specific therapeutic areas.

Regulatory Implications

The primary regulatory implication stems from NYSE American listing rules, specifically Section 713(a), which mandates stockholder approval for significant share issuances. Failure to comply could jeopardize the company's listing status. Additionally, the structure of the private placement and warrant issuance must adhere to securities laws regarding disclosure and anti-dilution provisions.

What Investors Should Do

1. Vote FOR Proposal No. 1 (Warrant Exercise Proposal)
2. Vote FOR Proposal No. 2 (Adjournment Proposal)
3. Review the terms of the private placement and warrant issuance

Key Dates

• 2025-12-15: Special Meeting of Stockholders — To vote on the approval of the issuance of up to 16,184,560 shares of common stock upon exercise of new warrants, and an adjournment proposal.
• 2025-10-30: Record Date — Establishes the stockholders entitled to vote at the Special Meeting. 33,739,643 shares of common stock were outstanding on this date.
• 2025-10-17: Private Placement Offering Closing Date — The date the private placement offering closed and the inducement warrants were issued to institutional investors.
• 2025-11-10: Proxy Materials Distribution Date — Date by which proxy materials were posted online and distributed to stockholders.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about a company's annual meeting of stockholders, including executive compensation, board of directors, and voting matters. (This document is the proxy statement for Theriva Biologics' special meeting, outlining the proposals and information necessary for stockholders to vote.)

Warrant Exercise Proposal

A proposal to approve the issuance of shares of common stock upon the exercise of warrants, as required by stock exchange rules when the issuance exceeds certain thresholds. (This is the primary proposal at the Special Meeting, requiring stockholder approval to issue up to 16,184,560 shares.)

Inducement Agreement

An agreement where a company offers incentives, such as warrants, to encourage investors to exercise existing securities or participate in a transaction. (New warrants were issued under such an agreement to incentivize investors to exercise existing warrants.)

Street Name

Shares of stock held by a broker, bank, or other nominee on behalf of the beneficial owner, rather than being registered directly in the owner's name. (Explains how stockholders holding shares through intermediaries can vote their shares.)

Broker Non-Vote

A vote that a broker or nominee is not permitted to cast on behalf of a client because the matter is considered 'non-routine' and the client has not provided voting instructions. (Highlights a potential issue in vote tabulation if non-routine matters like the warrant exercise proposal do not receive sufficient direct instructions.)

NYSE American Company Guide Section 713(a)

A rule from the NYSE American that generally requires stockholder approval for the issuance of securities if the number of shares to be issued is equal to or greater than 20% of the outstanding common stock. (This rule necessitates the Warrant Exercise Proposal being presented to stockholders for approval.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting, not an annual report, and therefore does not provide comparative financial data from a prior year. The focus is on a specific corporate action: seeking stockholder approval for a significant share issuance related to a private placement and warrant exercise that closed on October 17, 2025. Key metrics like revenue, net income, and margins are not presented in this DEF 14A, which is typical for this type of filing.

Key Financial Figures

• $0.001 — Company’s common stock, par value $0.001 per share (the “ Common Stock &rd
• $0.54 — or cash, at a reduced exercise price of $0.54 per share, September Warrants to purcha
• $0 — hares ”), at an exercise price of $0.54, to the Holders of the Existing Warr
• $0.84 — igning of the Inducement Agreement, was $0.84 per share and the average closing price
• $0.44 — signing of the Inducement Agreement was $0.44. In order to comply with Section 713(a)
• $4.4 million — s for us to receive up to approximately $4.4 million in gross proceeds upon the exercise of
• $8.7 million — ize an aggregate of up to approximately $8.7 million in gross proceeds. However, if we were

Filing Documents

• tm2529873d2_def14a.htm (DEF 14A) — 105KB
• tm2529873d1_pre14aimg001.jpg (GRAPHIC) — 17KB
• tm2529873d1_pre14aimg002.jpg (GRAPHIC) — 123KB
• tm2529873d1_pre14aimg003.jpg (GRAPHIC) — 95KB
• 0001104659-25-109200.txt ( ) — 423KB

From the Filing

DEF 14A 1 tm2529873d2_def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to §240.14a-12 Theriva Biologics, Inc. (Exact Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 15, 2025 Notice is hereby given that Theriva Biologics, Inc. (“ we ,” “ us ,” or the “ Company ”) will host a Special Meeting of Stockholders on December 15, 2025, at 9:00 a.m. Eastern Time (the “ Special Meeting ”). The Special Meeting will be held in person at the Company’s principal office at 9605 Medical Center Drive, Suite 270, Rockville, Maryland 20850. The Special Meeting is being held for the following purposes: (1) To approve, pursuant to Section 713(a) of the NYSE American Company Guide and the terms of an inducement agreement, the issuance of up to an aggregate of 16,184,560 shares of our common stock upon the exercise of our common stock purchase warrants issued to institutional investors in our private placement offering, which closed on October 17, 2025 (the “ Warrant Exercise Proposal ”); and (2) To approve a proposal to adjourn the Special Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Warrant Exercise Proposal (the “ Adjournment Proposal ”) Stockholders of record at the close of business on October 30, 2025, are entitled to notice of and to vote at the Special Meeting and any postponements or adjournments thereof. A list of stockholders of record at the close of business on October 30, 2025, will be available for inspection by any stockholder for a period of ten days prior to the Special Meeting at our principal office at 9605 Medical Center Drive, Suite 270, Rockville, Maryland 20850. Your vote is very important. Whether or not you plan to attend the Special Meeting, we encourage you to read the accompanying Proxy Statement and to submit your proxy or voting instructions as soon as possible. In order to ensure the representation of a quorum at the Special Meeting, stockholders who do not expect to attend the Special Meeting are urged to vote as soon as possible. For information on how to vote your shares, please refer to the section of the Proxy Statement entitled “Questions and Answers About the Proxy Materials and the Special Meeting” and to the instructions provided in your proxy card or by your broker, bank, or other nominee. By Order of the Board of Directors: /s/ Steven A. Shallcross Steven A. Shallcross Chief Executive Officer, Chief Financial Officer and Director Dated: November 10, 2025 Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on December 15, 2025 The proxy statement is available at www.proxyvote.com . 2 Theriva Biologics, Inc. 9605 Medical Center Drive, Suite 270 Rockville, Maryland 20850 PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 15, 2025 GENERAL INFORMATION The Board of Directors (the “ Board ”) of Theriva Biologics, Inc., a Delaware corporation (the “ Company ”), is soliciting proxies to be used at a Special Meeting of Stockholders to be held on December 15, 2025, at 9:00 a.m. Eastern Time (the “ Special Meeting ”) at the Company’s principal office at 9605 Medical Center Drive, Suite 270, Rockville, Maryland 20850. This proxy statement (this “ Proxy Statement ”) and the accompanying proxy card are posted on the internet at www.proxyvote.com , and will be distributed and made available to our stockholders on or about November 10, 2025. If you previously requested electronic delivery of the proxy materials, you will be sent the proxy statement and the accompanying proxy card on or about November 10, 2025. Voting Matters and the Board’s Recommendation Agenda Item Board Vote Recommendation Page Reference Approval of the issuance of up to an aggregate of 16,184,560 shares of our common stock upon the ex

View Full Filing

View this DEF 14A filing on SEC EDGAR