Case studies
How the signs showed up in the filings before the ending — what was filed, when, and in what order, so the next time you see the same sequence you recognise it early. Free to read.
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Public record only. Every fact is taken from an SEC filing and names it, so you can open the filing and read it yourself.
The facts against go in too. Where a filing points the other way, it is on the page beside the facts that point this way.
A pattern is not an accusation. Nothing here says anyone broke a law or a duty. Reverse splits, offerings and asset sales are lawful and common. A case study shows what happened, in order.
Case 1 · written 26 September 2026 · Mark Nejmeh
Theriva Biologics and Heat Biologics: the same directors, the same sequence
Theriva Biologics, Inc. (TOVX, CIK 0000894158) and Heat Biologics, Inc., later NightHawk Biosciences and Scorpius Holdings (CIK 0001476963).
Disclosure. The author holds shares of Theriva Biologics (TOVX) and has held them for more than four years. He is also the plaintiff in Nejmeh v. Theriva Biologics, Inc., No. 3:26-cv-00705 (D. Nev.). This case is drawn from Supplemental Exhibits SQ and SR in that case, which were compiled from the SEC filings named below. The filings in the case are at nejmehvstheriva.com.
The people in common
Jeffrey Wolf founded Heat Biologics and was its Chairman and Chief Executive Officer. He has been a Theriva director since 2006. Dr. John Monahan was a Heat director from November 2009 until April 21, 2026, and has been a Theriva director since November 11, 2020. Both sit on all three of Theriva’s board committees.
Theriva DEF 14A filed June 29, 2026, accession 0001104659-26-078859; Heat Form 8-K, accession 0001079973-26-000533.
Side by side
| Theriva Biologics (TOVX) | Heat / NightHawk / Scorpius | |
|---|---|---|
| Reverse splits | 1:3 (2007), 1:35 (2018), 1:10 (2022), 1:25 (2024) | 1:10 (2018), 1:7 (2020), 1:200 (2024) |
| Combined since 2018 | 8,750 shares became 1 | 14,000 shares became 1 |
| Names used | Sheffield Medical Technologies, Sheffield Pharmaceuticals, Pipex, Adeona, Synthetic Biologics, Theriva | Heat Biologics, NightHawk Biosciences, Scorpius Holdings |
| Busiest offering years (424B) | 2012: 15 · 2013: 8 · 2025: 9 | 2016: 19 · 2017: 7 · 2024: 7 |
| Listing-deficiency notices (8-K 3.01) | 2018–2020: 5 | 2016–2019: 8 · 2024: 6 · 2025: 2 |
| Private share sales (8-K 3.02) | Most in one year: 4 (2012, 2021) | 2025: 16 |
| Accumulated deficit (audited) | $43.7M (2010) to $358.7M (2025) | $24.1M (2014) to $287.2M (2024) |
| Status, September 2026 | Listed on NYSE American; filings describe a possible merger, sale or other strategic alternatives | Delisted (Form 25-NSE filed May 1, 2025); no ticker |
SEC EDGAR submissions and former-name records for both CIKs; audited accumulated deficit from each Form 10-K; split ratios as reported. Compiled in Supplemental Exhibit SQ, Table 3.
What happened at Heat, in order
The main asset is sold to a company controlled by the CEO
December 11, 2023. Heat agreed to sell its subsidiary Elusys Therapeutics, owner of the FDA-approved anthrax antitoxin ANTHIM®, to Elusys Holdings Inc., which the filing describes as “a company controlled by the Company’s Chairman, Chief Executive Officer and President, Jeffrey Wolf.” A special committee of independent directors negotiated it. The buyer paid $500,000 in cash, took on liabilities and manufacturing commitments then estimated at $40 million, and agreed to a 3% royalty on ANTHIM® sales through June 30, 2031, with a guaranteed minimum of $5,000,000 by December 31, 2028. The CEO and CFO would hold the same roles at the buyer.
Form 8-K, accession 0001558370-23-019741. Closed December 27, 2023: Form 8-K, accession 0001079973-23-001821.
The guaranteed royalty is amended away, twice
July 30, 2024. A $750,000 note Heat owed the buyer was cancelled, and the royalty and its $5,000,000 minimum were replaced by a single $2.5 million payment due by December 31, 2028. March 12, 2025. For $500,000 paid then, the $2.5 million payment was removed.
In total, the filings describe Heat receiving $1,000,000 in cash and the cancellation of a $750,000 note, in place of a guaranteed $5,000,000 minimum plus a 3% royalty on sales through mid-2031.
Form 8-K, accession 0001079973-24-001136; Form 8-K, accession 0001079973-25-000380.
Secured debt, then delisting
December 2024. Heat issued $13,388,889 of senior secured convertible notes to 3i, LP and Sabby Volatility Warrant Master Fund Ltd., and $9,841,765 of non-convertible secured notes. April 21, 2025, NYSE American suspended trading for low selling price; Heat decided not to appeal; Form 25 was filed May 1, 2025.
Form 8-K, accession 0001079973-25-001455; Form 8-K, accession 0001079973-26-000142; Form 8-K, accession 0001079973-25-000738.
Small notes, one after another
After delisting, Heat reported a series of small promissory notes to “an institutional investor,” each in its own 8-K: seventeen such filings between May 2025 and March 2026.
E.g. Form 8-K, accession 0001079973-25-001049 (a $130,000 note dated June 18, 2025).
Default and foreclosure
September 9, 2025. The collateral agent declared a default and accelerated $14,994,810.35, citing among other things the failure of the stock to remain listed. December 10, 2025. “Substantially all non-cash assets of the Company” were sold in a foreclosure sale conducted for the secured noteholders.
Form 8-K, accession 0001079973-25-001455; Form 8-K, accession 0001079973-26-000142; Form 8-K/A, accession 0001079973-26-000283.
The board leaves
Heat’s CFO resigned effective March 31, 2026. Dr. Monahan resigned from Heat’s board on April 21, 2026, and two other directors on April 23, 2026.
Form 8-K, accession 0001553350-26-000055; Form 8-K, accession 0001079973-26-000533.
What cuts the other way
Heat reported Elusys within discontinued operations, with a net loss from discontinued operations of about $5.1 million for 2023. The buyer assumed liabilities and commitments estimated at $40 million to $51.4 million. Heat remained liable to the former Elusys owners if the buyer failed to pay. A special committee of independent directors negotiated the original agreement.
The filings reviewed do not say which directors served on that committee, who approved the two amendments, or what valuation supported them. Nothing here shows that any of it was unlawful, or that anything that happened at Heat has happened or will happen at Theriva.
Heat Form 10-K, accession 0001558370-24-005902; Form 8-K, accession 0001558370-23-019741.
Theriva now: the signs to watch
- A strategic review. Theriva’s August 2026 Form 10-Q describes a review that may include a business combination, merger or reverse merger. Its amended CEO employment agreement of August 10, 2026 provides change-in-control benefits whose definition includes a reverse merger with a non-listed private company.
- A reverse split needs no stockholder vote. The June 29, 2026 proxy says Theriva may reverse-split and reduce its authorized shares proportionately “as allowed under Nevada law without stockholder approval.” Theriva’s board approved a 1-for-25 reverse split on August 15, 2024.
- Two amounts a split would not reduce. Stockholders approved on August 3, 2026 an equity plan of 6,500,000 shares and an increase in authorized shares to 450,000,000; the proxy states that neither will be adjusted for a proportionate reverse split made before it takes effect.
- New warrant shares. Stockholders approved the issuance of 16,184,560 shares on exercise of warrants — about 35.3% of the 45,892,668 shares outstanding on August 7, 2026.
- The assets. Theriva licensed SYN-020 on an exclusive, worldwide basis to Rasayana Therapeutics for $300,000 up front, and has said it will not fund further SYN-004 development itself.
Theriva Form 10-Q, accession 0001104659-26-093786; DEF 14A, accession 0001104659-26-078859; Form 8-K, accession 0001104659-26-090064; Form 8-K, accession 0001104659-24-090522; court exhibits SN-3 to SN-4, SL-3 and SF.
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See the TOVX record on Warrant Wire → How the watch worksThe filings
- Theriva on EDGARCIK 0000894158
- Heat on EDGARCIK 0001476963
- Theriva DEF 14AJune 29, 2026 · 0001104659-26-078859
- Vote results 8-KAugust 4, 2026 · 0001104659-26-090064
- Reverse split 8-KAugust 16, 2024 · 0001104659-24-090522
- Court exhibitsnejmehvstheriva.com (Supplemental Exhibits SQ and SR)