Theriva Biologics Files S-1 Registration

TL;DR

Theriva Biologics just filed an S-1, looks like they're gearing up to sell stock.

AI Summary

Theriva Biologics, Inc. filed an S-1 registration statement on December 10, 2024, to register securities under the Securities Act of 1933. The company, formerly known as Synthetic Biologics, Inc., is incorporated in Nevada and headquartered in Rockville, MD. This filing indicates a potential offering of securities, though specific details on the amount or type are not yet provided in this excerpt.

Why It Matters

This S-1 filing signals Theriva Biologics' intent to raise capital through the sale of securities, which could fund its operations and development pipeline.

Risk Assessment

Risk Level: medium — As an S-1 filing, it indicates a potential offering of securities, which inherently carries market and execution risks for the company and investors.

Key Numbers

• 333-283722 — SEC File Number (Identifies this specific registration statement with the SEC.)
• 241539443 — Film Number (Internal SEC processing number for the filing.)

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
• Steven A. Shallcross (person) — Chief Executive Officer and Chief Financial Officer
• Nevada (jurisdiction) — State of Incorporation
• Rockville, MD (location) — Principal Executive Offices
• 2834 (sic_code) — Primary Standard Industrial Classification Code

FAQ

Key Financial Figures

• $0.001 — 7 shares of our common stock, par value $0.001 (the “Common Stock”), toget
• $1 — tock and accompanying Common Warrant is $1.30, 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
• $1.30 — r Common Stock on the NYSE American was $1.30 per share. The actual public offering p
• $1.300 — sumed combined public offering price is $1.300 per share of Common Stock and accompany
• $1.299 — ock and accompanying Common Warrant and $1.299 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

• tm2430478d1_s1.htm (S-1) — 389KB
• tm2430478d1_ex1-4.htm (EX-1.4) — 42KB
• tm2430478d1_ex4-5.htm (EX-4.5) — 84KB
• tm2430478d1_ex4-6.htm (EX-4.6) — 84KB
• tm2430478d1_ex5-1a.htm (EX-5.1A) — 13KB
• tm2430478d1_ex5-1b.htm (EX-5.1B) — 14KB
• tm2430478d1_ex10-36.htm (EX-10.36) — 187KB
• tm2430478d1_ex23-1.htm (EX-23.1) — 3KB
• tm2430478d1_ex-filingfees.htm (EX-FILING FEES) — 16KB
• tm2430478d1_s1img001.jpg (GRAPHIC) — 3KB
• tm2430478d1_s1img002.jpg (GRAPHIC) — 29KB
• tm2430478d1_ex5-1bimg001.jpg (GRAPHIC) — 3KB
• 0001104659-24-127275.txt ( ) — 882KB

USE OF PROCEEDS

USE OF PROCEEDS 17 DIVIDEND POLICY 19 DESCRIPTION OF OUR CAPITAL STOCK 20

DESCRIPTION OF SECURITIES TO BE REGISTERED

DESCRIPTION OF SECURITIES TO BE REGISTERED 26 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 31 PLAN OF DISTRIBUTION 42 LEGAL MATTERS 45 EXPERTS 45 WHERE YOU CAN FIND ADDITIONAL INFORMATION 46 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 47 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 invo

View Full Filing

View this S-1 filing on SEC EDGAR