テリヴァバイオロジクスの適時開示・その他・総会結果

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 29, 2025

THERIVA BIOLOGICS, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-12584		13-3808303
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

9605 Medical Center Drive, Suite 270

Rockville, Maryland 20850

(Address of principal executive offices and zip code)

(301) 417-4364

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	TOVX	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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.

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				621,601				13,188				2,212,112

Proposal 4 – Advisory Vote on the Approval of Executive Compensation.

The stockholders approved, on an advisory basis, the compensation of our named executive officers. The results for this approved proposal are as follows:

Votes For				Votes Against				Abstentions				Broker Non-Votes
	1,347,376				349,741				81,649				2,212,112

Proposal 5 –Advisory Vote Regarding the Frequency of Future Advisory Votes on Executive Compensation.

The stockholders approved a three-year frequency for holding future advisory votes on executive compensation. The results for this approved proposal are as follows:

1 YEAR				2 YEARS				3 YEARS				ABSTAIN			Broker Non-Votes
	564,863				197,450				977,742				38,711		2,212,112

Following the approval by the Company’s stockholders and consistent with the voting results and the Board’s recommendation, the Company has determined to conduct an advisory vote on executive compensation every three years, in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act and the related Commission rules promulgated thereunder, until the Company is required to hold another advisory vote on the frequency of the advisory vote on executive compensation.

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

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

EX-10.1 2 tm2525057d1_ex10-1.htm EXHIBIT 10.1

Exhibit 10.1

AMENDMENT NO. 3

TO THE THERIVA BIOLOGICS, INC. 2020 STOCK INCENTIVE PLAN

Dated: August 29, 2025

WHEREAS, the Board of Directors (the “Board”) of Theriva Biologics, Inc. f/k/a Synthetic Biologics, Inc. (the “Company”) heretofore established the Synthetic Biologics, Inc. 2020 Stock Incentive Plan (the “Plan”); and

WHEREAS, the Board desires to amend the Plan to increase the maximum number of shares of common stock of the Company available for grants of Awards thereunder (as of the date of this amendment, previously adopted the Plan) by an additional 2,000,000 shares of common stock to 4,500,000 shares of common stock; and

WHEREAS, pursuant to Section 17.2 of the Plan, the Board has the right to amend the Plan with respect to certain matters; and

WHEREAS, the Board has approved and authorized this Amendment No. 3 to the Plan and has recommended that the stockholders of the Company approve this Amendment No. 3;

NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended, subject to and effective as of the date of stockholder approval hereof, in the following particulars:

Subject to approval of the Company’s stockholders, Section 4(a) of the Plan is hereby amended by increasing the share references in such section by an additional 2,000,000 shares of common stock to 4,500,000 shares of common stock, so that Section 4(a) reads in its entirety as follows:

(a) Subject to adjustment pursuant to Section 4.3 hereof, the maximum aggregate number of shares of Common Stock which may be issued under all Awards granted to Participants under the Plan shall be 4,500,000 shares (the “Initial Limit”), all of which may, but need not, be issued in respect of Incentive Stock Options.

Except as specifically set forth herein, the terms of the Plan shall be and remain unchanged, and the Plan as amended shall remain in full force and effect.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Amendment No. 3 as evidence of its adoption by the Board on the date set forth above.

	THERIVA BIOLOGICS, INC.

	By:	/s/ Steven A. Shallcross
	Name:	Steven A. Shallcross
	Title:	Chief Executive Officer and Chief Financial Officer

Dated: August 29, 2025