Theriva Biologics Files S-1/A Amendment

TL;DR

Theriva Biologics (formerly Synthetic Biologics) filed an S-1/A amendment on Jan 21, 2025. Looks like they're still raising capital.

AI Summary

Theriva Biologics, Inc. filed an S-1/A amendment on January 21, 2025, related to its registration statement. The company, formerly known as Synthetic Biologics, Inc., is incorporated in Nevada and headquartered in Rockville, MD. This filing is an amendment to a previous S-1 registration statement.

Why It Matters

This S-1/A filing indicates Theriva Biologics is actively pursuing a securities offering or other regulatory actions requiring public disclosure, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — S-1/A filings often relate to capital raises or significant corporate changes, which inherently carry financial and operational risks for investors.

Key Numbers

• 2834 — SIC Code (Pharmaceutical Preparations industry)
• 1233808303 — IRS Number (Company's Employer Identification Number)

Key Players & Entities

• Theriva Biologics, Inc. (company) — Registrant
• Synthetic Biologics, Inc. (company) — Former company name
• January 21, 2025 (date) — Filing date
• 333-283722 (registration_number) — SEC File Number
• Steven A. Shallcross (person) — CEO and CFO

FAQ

Key Financial Figures

• $0.001 — 6 shares of our common stock, par value $0.001 (the “Common Stock”), toget
• $1 — tock and accompanying Common Warrant is $1.48, which was the closing price of our
• $0 — d to the public in this offering, minus $0.001, and the exercise price of each Pre
• $1.48 — r Common Stock on the NYSE American was $1.48 per share. The actual public offering p
• $1.4799 — ock and accompanying Common Warrant and $1.4799 per Pre-Funded Warrant and accompanying
• $1.75 — at a combined public offering price of $1.75. Each September Pre-Funded Warrant and
• $1.7499 — at a combined public offering price of $1.7499. We received aggregate gross proceeds f
• $2.5 m — the September Offering of approximately $2.5 million, before deducting placement agent
• $2.00 — Common Warrant has an exercise price of $2.00 per share, is immediately exercisable f
• $30.50 — f Common Stock at a conversion price of $30.50 per share of Common Stock. On Septembe

Filing Documents

• tm2430478d2_s1a.htm (S-1/A) — 521KB
• tm2430478d2_ex1-4.htm (EX-1.4) — 42KB
• tm2430478d2_ex10-36.htm (EX-10.36) — 194KB
• tm2430478d2_ex23-1.htm (EX-23.1) — 3KB
• tm2430478d2_s1img001.jpg (GRAPHIC) — 3KB
• tm2430478d2_s1img002.jpg (GRAPHIC) — 29KB
• 0001104659-25-004895.txt ( ) — 805KB

USE OF PROCEEDS

USE OF PROCEEDS 17 DIVIDEND POLICY 19

Executive Compensation

Executive Compensation 20 DESCRIPTION OF OUR CAPITAL STOCK 27

DESCRIPTION OF SECURITIES TO BE REGISTERED

DESCRIPTION OF SECURITIES TO BE REGISTERED 33 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 49

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 52 LEGAL MATTERS 54 EXPERTS 54 WHERE YOU CAN FIND ADDITIONAL INFORMATION 55 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 56 i ABOUT THIS PROSPECTUS You should rely only on the information that we have provided or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. You should assume that the information in this prospectus is accurate only as of the date on the cover of the document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates. We urge you to carefully read this prospectus, together with the information incorporated herein by reference as described under the heading “Where You Can Find Additional Information.” In this prospectus, unless otherwise specified or the context requires otherwise, we use the terms “Theriva,” “Company,” “we,” “us” and “our” or similar references to refer to Theriva Biologics, Inc., a Nevada corporation, together with its consolidated subsidiaries. ii Special Note Regarding Forward-Looking Statements This prospectus and the documents incorporated by reference into this prospectus include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may

View Full Filing

View this S-1/A filing on SEC EDGAR