0000894158 false 0000894158 2023-10-02 2023-10-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): October 2, 2023

 

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 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 5.07. Submission of Matters to a Vote of Security Holders.

   

On October 2, 2023, Theriva Biologics, Inc. (the “Company”) held the 2023 Annual Meeting where the Company’s stockholders voted on the following two (2) 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 and 2 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   2,300,404    1,035,184    4,077,933 
Steven A. Shallcross   2,553,173    782,415    4,077,933 
John Monahan   1,996,551    1,339,037    4,077,933 
Jeffrey Wolf   2,351,404    984,184    4,077,933 

 

Proposal 2 — Ratification of the appointment of BDO USA P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

 

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, 2023 based on the votes listed below:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes 
 7,059,989    171,037    182,495    0 

  

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number
  Description
     
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: October 3, 2023 THERIVA BIOLOGICS, INC.
       
  By: /s/ Steven A. Shallcross
    Name:  Steven A. Shallcross
    Title: Chief Executive Officer
and Chief Financial Officer

 

 

 

v3.23.3
Cover
Oct. 02, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Oct. 02, 2023
Entity File Number 001-12584
Entity Registrant Name THERIVA BIOLOGICS, INC.
Entity Central Index Key 0000894158
Entity Tax Identification Number 13-3808303
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 9605 Medical Center Drive
Entity Address, Address Line Two Suite 270
Entity Address, City or Town Rockville
Entity Address, State or Province MD
Entity Address, Postal Zip Code 20850
City Area Code 301
Local Phone Number 417-4364
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $0.001 per share
Trading Symbol TOVX
Security Exchange Name NYSEAMER
Entity Emerging Growth Company false

Theriva Biologics (AMEX:TOVX)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more Theriva Biologics Charts.
Theriva Biologics (AMEX:TOVX)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more Theriva Biologics Charts.