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Chronology
Theriva Biologics · CIK 0000894158
formerly Synthetic Biologics
Foundation for Job Creation

From the company's filings

Corporate chronology

Each entry below is drawn from a document the company filed with the Securities and Exchange Commission. Where a figure appears, it is the company's own figure.

Capital structure and corporate actions
DateEventSource
2009-10-15Reincorporated in the State of Nevada by merger with a wholly owned subsidiary. The company was then named Adeona Pharmaceuticals, Inc.Prospectus, May 7 2025
2012-02-15Name changed to Synthetic Biologics, Inc.Prospectus, May 7 2025
2018-08-10One-for-thirty-five reverse stock split.Prospectus, May 7 2025
2022-03-10Acquisition of VCN Biosciences, S.L. completed. Contingent consideration of up to $70.2 million payable on milestones.Proxy, Aug 2022; Form 10-Q
2022-07-28Private placement of 275,000 shares of Series C and 100,000 shares of Series D Convertible Preferred Stock to MSD Credit Opportunity Master Fund, L.P. at $8.00 per share, approximately $3.0 million gross. Series D carried 20,000 votes per share. A.G.P./Alliance Global Partners served as financial advisor for a cash fee of $175,000 plus expenses up to $40,000.Form 8-K, Jul 29 2022
2022-07-25One-for-ten reverse stock split.Prospectus, May 7 2025
2022-09-30At the annual meeting, authorized common stock increased from 20,000,000 to 350,000,000 shares. The proxy statement stated, under the heading "Impact of Preferred Stock on Certain Proposals," that the preferred stock was issued "in order to assist with procuring the vote necessary to effect" that increase and the name change.DEF 14A, Aug 16 2022
2022-10-12Name changed to Theriva Biologics, Inc. Ticker changed to TOVX.Form 8-K
2024-05-02At-the-market sales agreement amended; A.G.P. acting as sales agent. B. Riley Securities ceased to be a party May 1, 2024.Form 10-Q
2024-08-26One-for-twenty-five reverse stock split, approved by the board on August 15, 2024. Outstanding shares reduced from 25,131,230 to 1,005,249. Authorized shares reduced from 350,000,000 to 14,000,000, then increased back to 350,000,000 following stockholder approval at the 2024 annual meeting.Form 10-Q, Q1 2025
2024-09-27Public offering closed. 918,600 shares, 510,000 pre-funded warrants, and 1,428,600 common warrants at an exercise price of $2.00. Gross proceeds approximately $2.5 million. A.G.P. placement agent, 7 percent fee plus $100,000 expenses.Form 10-Q
2025-05-07VIRAGE Phase 2b results announced. Offering priced the same day at $1.10 per share with an accompanying five-year warrant at $1.10; pre-funded warrants at $1.099. Total offering price $7,495,170.72. A.G.P. sole placement agent, fee of 7 percent equal to $524,661.95, plus legal fees up to $85,000 and expenses up to $15,000. Prior day's closing price was $1.36. The stock closed at $0.81 on May 7.424B5, May 8 2025
2025-10-16Inducement Agreement entered. Warrants to purchase 8,092,280 shares repriced from $2.00 to $0.54.Form 8-K; 424B5
2025-10-17Holders exercised the repriced warrants for cash at $0.54 and received new warrants for 16,184,560 shares — 200 percent of the shares underlying the warrants exercised — also at $0.54. Gross proceeds approximately $4.4 million, before placement agent fees of $356,000 and other expenses of $72,000. A.G.P. exclusive financial advisor. The company measured the increase in value transferred to the holders at $5.9 million, and recorded the $1.5 million excess over gross proceeds as a deemed dividend increasing net loss available to common shareholders.Form 10-Q, Q2 2026
2025-09-30Workforce reduction of seven employees, 32 percent of the then global workforce.Form 10-Q
2025-12-15Special meeting of stockholders called to approve the exercise of the new warrants. A quorum was not present and the meeting could not be convened. Meetings called for February 11, 2026 and April 9, 2026 also failed for lack of quorum.DEF 14A, Apr 30 2026
2026-02-18SYN-020 out-licensed to Rasayana Therapeutics, Inc. Upfront payment $300,000.Form 10-Q
2026-07-24Board approved amendments to all option agreements for directors and U.S. employees, and to unvested options held by Spanish employees, providing for accelerated vesting upon execution of a definitive agreement for a merger.Form 10-Q, Q2 2026
2026-08-03At the annual meeting, stockholders approved the issuance of up to 16,184,560 shares upon exercise of the new warrants. The warrants became exercisable at $0.54 and expire August 3, 2031. The 2020 Stock Plan was increased to 6,500,000 shares. Jeffrey Wolf, a director since 2006, continued on the board.Form 10-Q, Q2 2026
2026-08-10Amended and restated employment agreement with the Chief Executive Officer. Annual base salary $687,562. Change-of-control severance equal to two times base salary plus target bonus, of which $500,000 is allocated to a covenant not to compete. The definition of "Change in Control" includes a reverse merger with a non-listed private operating company.Form 10-Q, Q2 2026
2026-08-11Form 10-Q for the quarter ended June 30, 2026 filed. Cash and cash equivalents $9.6 million as of early August 2026. Going concern paragraph. The company states it is evaluating strategic alternatives including an acquisition, merger, reverse merger, other business combination, or sale of assets.Form 10-Q, Q2 2026

Shares outstanding

Capital structure

Common shares outstanding, as reported on the cover page of each periodic report
As ofShares outstandingSource
Before Aug 26, 2024 split25,131,230Form 10-Q, Q1 2025
After Aug 26, 2024 split1,005,249Form 10-Q, Q1 2025
2025-03-312,782,449Form 10-Q, Q1 2025
2025-05-128,186,989Form 10-Q cover, Q1 2025
2025-11-0733,739,643Registration statement
2025-12-3135,688,350Form 10-Q, Q2 2026
2026-08-0745,892,668Form 10-Q cover, Q2 2026

Warrants outstanding went from 1,428,600 at December 31, 2024 to 16,339,060 at December 31, 2025. During 2025 the company granted warrants for 27,830,020 shares and 12,919,560 warrants were exercised, at a weighted average exercise price of $0.78. Source: Form 10-Q for the quarter ended June 30, 2026.