What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-12 compared with 2025-08-11 · 149 added, 138 removed, 520 unchanged (36% of the section changed)

4 unchanged sentences

(In thousands except share and par value amounts)

June 30, 2025

September 30, 2025

December 31, 2024

29 unchanged sentences

10,000,000 authorized;

none issued or outstanding at June 30, 2025 and December 31, 2024

none issued or outstanding at September 30, 2025 and December 31, 2024

Common stock, $ 0.001 par value;

350,000,000 shares authorized, 9,088,042 issued and 9,059,232 outstanding at June 30, 2025 and 2,811,259 issued and 2,782,449 outstanding at December 31, 2024

350,000,000 shares authorized, 10,333,572 issued and 10,304,762 outstanding at September 30, 2025 and 2,811,259 issued and 2,782,449 outstanding at December 31, 2024

Additional paid-in capital

Treasury stock at cost, 28,809 shares at June 30, 2025 and at December 31, 2024

Treasury stock at cost, 28,809 shares at September 30, 2025 and at December 31, 2024

Accumulated other comprehensive income (loss)

7 unchanged sentences

(In thousands, except share and per share amounts)

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

Operating Costs and Expenses:

1 unchanged sentence

Research and development

In-process research and development impairment

Goodwill impairment

29 unchanged sentences

Balance at June 30, 2025

Stock-based compensation

Stock issued under “at-the-market” offering

Conversion of Warrants to Common

Foreign currency exchange gains

Balance at September 30, 2025

Common Stock $0.001 Par Value

4 unchanged sentences

Stock-based compensation

Foreign currency exchange losses

Foreign currency exchange gains (losses)

Balance at March 31, 2024

1 unchanged sentence

Stock issued under “at-the-market” offering

Foreign currency exchange losses

Foreign currency exchange gains (losses)

Series C Preferred Stock conversion to Common

Balance at June 30, 2024

Stock-based compensation

Stock issued under “at-the-market” offering

Issuance of Common Stock and Warrants, net of issuance costs

Foreign currency exchange gains (losses)

Series C Preferred Stock conversion to Common

Series D Preferred Stock conversion to Common

Conversion of Pre-Funded Warrants to Common

Balance at September 30, 2024

See accompanying notes to unaudited condensed consolidated financial statements.

3 unchanged sentences

(In thousands)

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Cash Flows From Operating Activities:

1 unchanged sentence

Stock-based compensation

In-process research and development impairment

Goodwill impairment

18 unchanged sentences

Proceeds from issuance ATM offering, net of issuance costs

Payment of contingent consideration

Proceeds from long term debt

9 unchanged sentences

See accompanying notes to unaudited condensed consolidated financial statements.

Theriva Biologics, Inc.

Synthetic Biologics, Inc.

and Subsidiaries

21 unchanged sentences

In addition, pursuant to their terms, a proportionate adjustment was made to the per share conversion exercise price and number of shares issuable under all of the Company’s outstanding shares of convertible preferred stock and stock options and warrants to purchase shares of Common Stock, and the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive plans was reduced proportionately.

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Organization, Nature of Operations and Basis of Presentation (continued)

4 unchanged sentences

however, due to the inherent uncertainties in making estimates, actual results may differ from the original estimates, requiring adjustments to these balances in future periods.

As of June 30, 2025, the Company has one operating segment (which includes the legacy Company business and the VCN business) and therefore one reporting segment.

As of September 30, 2025, the Company has one operating segment (which includes the legacy Company business and the VCN business) and therefore one reporting segment.

Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.

The Company continues to incur losses and, as of June 30, 2025, the Company had an accumulated deficit of approximately $ 352 million.

The Company continues to incur losses and, as of September 30, 2025, the Company had an accumulated deficit of approximately $ 357 million.

Since inception, the Company has financed its activities principally from the proceeds from the issuance of equity securities.

The Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise additional debt and equity capital or secure a potential license or strategic relationship that can help fund our clinical development activities.

There can be no assurance that such capital will be available in sufficient amounts or on terms acceptable to the Company.

1 unchanged sentence

The accompanying consolidated financial statements do not include any adjustments relating to the recoverability of the recorded assets or the classification of liabilities that may be necessary should the Company be unable to continue as a going concern.

The Company does not have sufficient capital to fund its operations beyond the next twelve months.

The Company continues to experience operating losses and faces significant uncertainties related to its business model, market conditions, and strategic initiatives.

These factors raise substantial doubt about the Company’s ability to continue as a going concern beyond the next twelve months without additional capital,or other strategic actions.

In order to address the Company’s capital needs, including its planned clinical trials, the Company is actively pursuing additional equity or debt financing in the form of either a private placement or a public offering as well as partnerships and other collaborations.

2 unchanged sentences

If the Company is unable to obtain additional financing in sufficient amounts or on acceptable terms under such circumstances, the Company’s operating results and prospects will be adversely affected.

At June 30, 2025, the Company had cash and cash equivalents of approximately $ 12.1 million.

Based upon the Company’s current business plans, management believes that the Company’s current cash on hand of $ 9.5 million in early August 2025 will be sufficient to fully execute its plans into the first quarter of 2026.

On September 28, 2025, the Board of Directors of the Company approved a plan to resize and restructure the Company (the “Plan”) for purposes of focusing its attention on business development and licensing activities and the Company’s upcoming meetings with the U.S.

Food and Drug Administration and the European Medicines Agency for planned clinical trials in patients with metastatic pancreatic ductal adenocarcinoma (“PDAC”) and retinoblastoma.

The Company’s lead product candidate, VCN-01, a clinical stage oncolytic human adenovirus that is modified for tumor-selective replication and to express an enzyme, PH20 or hyaluronidase, has been evaluated in a Phase 2b clinical study for the treatment of pancreatic cancer (“VIRAGE”), and has recently been used to treat patients in a Phase 1 clinical study for the treatment of retinoblastoma.

Pursuant to the Plan, on September 30, 2025, the Company implemented a workforce reduction of approximately seven employees or 32 % of the current global Company workforce.

The goal of this reduction is to direct the Company’s resources towards business development and licensing activities and clinical trial planning and preparation for potential pivotal trials of VCN-01 in patients with PDAC and retinoblastoma, which it believes will represent its best opportunity for success.

The Company expects to substantially complete the employee reduction immediately and estimates that it will incur a total of approximately $ 520,000 in charges in connection with the workforce reduction, which was accrued for as of September 30, 2025.

These charges consist primarily of cash severance and benefits over a three-month period, in connection with the workforce reduction.

The Plan is expected to save approximately $ 1.8 million in compensation and benefits annually, and together with additional anticipated operating cost reductions the Company expects that it will extend its cash runway into the first quarter of 2027.

Going Concern (continued)

The estimates of the charges and expenditures that the Company expects to incur in connection with the workforce reduction, and the timing thereof, are subject to a number of assumptions, including local law requirements in various jurisdictions, and actual amounts may differ materially from estimates.

The Company may also incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur.

At September 30, 2025, the Company had cash and cash equivalents of approximately $ 7.5 million.

Based upon the Company’s current business plans, management believes that the Company’s current cash on hand of $ 15.5 million in early November 2025 will be sufficient to fully execute its plans through the fourth quarter of 2026 and into the first quarter of 2027.

Commencement of planned future clinical trials is subject to the Company’s successful pursuit of opportunities that will allow it to establish the clinical infrastructure and financial resources necessary to successfully initiate and complete its plan.

The Company anticipates its current cash will allow it to cover overhead costs, manufacturing costs for near-term clinical supply and limited research efforts.

The Company anticipates its current cash will allow it to cover overhead costs, exploratory VCN-01 manufacturing scale-up activities, regulatory activities and preparation for proposed VCN-01 clinical trials in PDAC and retinoblastoma, and limited preclinical research efforts.

The Company will be required to obtain additional funding in order to continue the development of its current product candidates within the anticipated time periods (including initiation of its planned future clinical trials), if at all, and to continue to fund operations at the current cash expenditure levels.

5 unchanged sentences

If the Company fails to obtain additional funding for its clinical trials, whether through the sale of securities or a partner or collaborator, and otherwise when needed, it will not be able to execute its business plan as planned and will be forced to cease certain development activities (including initiation of planned clinical trials) until funding is received and its business will suffer, which would have a material adverse effect on its financial position, results of operations and cash flows.

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Going Concern (continued)

The actual amount of funds the Company will need to operate is subject to many factors, some of which are beyond its control.

10 unchanged sentences

● the costs and timing of regulatory approvals.

Going Concern (continued)

The Company has based its estimates of funding requirements on assumptions that may prove to be wrong.

11 unchanged sentences

The Company monitors its cash and cash equivalents as reported on the Company’s Balance Sheets to determine funding for its research and development.

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Summary of Significant Accounting Policies (continued)

As the Company does not currently generate revenue, the CODM assesses Company performance through the achievement of pre-clinical and clinical research goals.

9 unchanged sentences

The key assumptions used to value IPR&D include estimates of future cash flows and to the discount rate applicable to the future cash flow periods.

No impairment charges were recorded during the three and six months ended June 30, 2025 and 2024.

No impairment charges were recorded during the three and nine months ended September 30, 2025.

For the three and nine months ending September 30, 2024, the Company concluded that the in-process R&D with a carrying value of $ 19.8 million was impaired and was written down to its estimated fair value of $ 18.6 million and an impairment charge of $ 1.3 million was recorded.

Summary of Significant Accounting Policies (continued)

Contingent Consideration

14 unchanged sentences

If the total of the expected undiscounted future cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and the carrying value of the asset.

No impairment charges were recorded during the three and six months ended June 30, 2025 and 2024.

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Summary of Significant Accounting Policies – (continued)

No impairment charges were recorded during the three and nine months ended September 30, 2025 and 2024.

Research and Development Tax Credits

6 unchanged sentences

Additionally, the Company has elected to account for the tax credit as a contra-expense as this most appropriately reflects the nature of the transaction and will reduce future research and development expenditures as the Company continues to incur expenses in the upcoming 24-month period.

Summary of Significant Accounting Policies – (continued)

Recent Accounting Pronouncements and Developments

19 unchanged sentences

The Company determined that there was no impairment to the valuation of the IPR&D asset.

The following table provides the Company’s in-process R&D as of June 30, 2025.

The following table provides the Company’s in-process R&D as of September 30, 2025.

R&D (in thousands)

1 unchanged sentence

Effects of exchange rates

Balance at June 30, 2025

There were no impairment charges recorded during the three months ended June 30, 2025 and 2024.

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Balance at September 30, 2025

There were no impairment charges recorded during the three months ended September 30, 2025.

During the three and nine months ending September 30, 2024, the Company experienced a sustained decline in the quoted market price of the Company’s Common Stock and the Company deemed this to be a triggering event for impairment.

The Company performed an interim impairment analysis using both the replacement cost method and the “Income approach” that requires significant judgments, including primarily the estimation of future development costs, the probability of success in various phases of its development programs, potential post-launch cash flows and a risk-adjusted weighted average cost of capital.

Fair Value of Financial Instruments

15 unchanged sentences

The carrying value of the loans payable approximate fair value and are classified under level 2.

In connection with the Acquisition of VCN, the Company was required to pay up to $ 70.2 million in additional consideration upon the achievement of certain milestones, including regulatory filings of which to date $ 6.3 million has been paid.

In September 2022, the Company received approval from the FDA to proceed with the Phase 2 clinical trial of VCN - 01 in PDAC.

Pursuant to the terms of the VCN purchase agreement, the Company agreed to pay up to $ 70.2 million in additional consideration upon the achievement of certain milestones, including regulatory filings of which to date $ 6.8 million has been paid.

In September 2022, the Company received approval from the FDA to proceed with the Phase 2 clinical trial of VCN - 01 in metastatic pancreatic ductal adenocarcinoma (mPDAC).

Due to this approval the Company paid Grifols Innovation and New Technologies Limited (“Grifols”), $ 3.0 million in the fourth quarter 2022.

In August 2023, the Company initiated patient dosing in the U.S.

in its Phase 2 clinical trial of VCN-01 in PDAC.

in its Phase 2 clinical trial of VCN-01 in mPDAC.

As a result, payment was made subsequent to September 30, 2023 in the amount of $ 3.25 million.

2 unchanged sentences

On August 5, 2025, the Company and Grifols agreed to deferring the $ 6 million milestone payment into three payments;

$ 500,000 will be paid by the end of August 2025, $ 500,000 will be paid by the end of December 2025, and the remaining $ 5 million payment will be deferred until a licensing or business development transaction is secured.

$ 500,000 was paid in August 2025, $ 500,000 will be paid by the end of December 2025, and the remaining $ 5 million payment will be deferred until a licensing or business development transaction is secured.

The discounted cash flow method used to value this contingent consideration includes inputs of not readily observable market data, which are Level 3 inputs.

The fair value of the contingent consideration was $ 10.2 million as of June 30, 2025 and is all reflected as non-current contingent consideration liability.

During the three months ended June 30, 2025 and 2024, the Company recognized in operating expense a $ 9.2 million increase and $ 275,000 decrease, respectfully, fair value adjustment to contingent consideration.

During the six months ended June 30, 2025 and 2024, the Company recognized in operating expense a $ 9.2 million increase and $ 73,000 decrease, respectfully, fair value adjustment to contingent consideration.

There were no transfers in or out of the level 3 liabilities during the three and six months ended June 30, 2025 and 2024, with the exception of the reclassification of $ 6.0 million related to the milestone that was met in the current period and reclassified to accrued expenses.

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

The fair value of the contingent consideration was $ 10.8 million as of September 30, 2025 and is all reflected as non-current contingent consideration liability.

During the three months ended September 30, 2025 and 2024, the Company recognized in operating expense a $ 633,000 increase and $ 587,000 increase, respectfully, fair value adjustment to contingent consideration.

During the nine months ended September 30, 2025 and 2024, the Company recognized in operating expense a $ 9.8 million increase and $ 514,000 increase, respectfully, fair value adjustment to contingent consideration.

There were no transfers in or out of the level 3 liabilities during the three and nine months ended September 30, 2025 and 2024, with the exception of the reclassification of $ 6.0 million related to the milestone that was met during the quarter ending June 30, 2025 and reclassified to accrued expenses.

Fair Value of Financial Instruments – (continued)

The following table summarizes the change in the fair value as determined by Level 3 inputs for the contingent consideration liabilities as of June 30, 2025 and December 31, 2024:

The following table summarizes the change in the fair value as determined by Level 3 inputs for the contingent consideration liabilities as of September 30, 2025 and December 31, 2024:

(in thousands)

2 unchanged sentences

Reclassification of amounts to accrued expenses due to milestone being achieved

Balance at June 30, 2025

Balance at September 30, 2025

Contingent consideration, current portion

Contingent consideration, net of current portion

Balance at June 30, 2025

Balance at September 30, 2025

(in thousands)

6 unchanged sentences

The fair value of financial instruments measured on a recurring basis is as follows:

As of June 30, 2025

As of September 30, 2025

Contingent consideration

3 unchanged sentences

Total liabilities

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Fair Value of Financial Instruments – (continued)

The recurring Level 3 fair value measurements of contingent consideration for which a liability is recorded include the following significant unobservable inputs:

As of June 30, 2025

As of September 30, 2025

Weighted Average

42 unchanged sentences

During the three months ending June 30, 2025 and 2024, the Company recorded $ 442,000 and $ 221,000 , respectively, as a reduction in research and development expense.

During the six months ending June 30, 2025 and 2024, the Company recorded $ 851,000 and $ 444,000 , respectively, as a reduction in research and development expense.

During the three months ending September 30, 2025 and 2024, the Company recorded $ 442,000 and $ 221,000 , respectively, as a reduction in research and development expense.

During the nine months ending September 30, 2025 and 2024, the Company recorded $ 1.3 million and $ 669,000 , respectively, as a reduction in research and development expense.

In February 2025, the Company received $ 1.7 million for the 2023 Research and Development rebate program sponsored by the Spanish government.

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Selected Balance Sheet Information

Prepaid expenses and other current assets (in thousands)

Prepaid manufacturing expenses

Prepaid insurance

September 30,

Prepaid consulting, subscriptions and other expenses

Prepaid manufacturing expenses

VAT receivable

Prepaid insurance

Prepaid clinical research organizations

2 unchanged sentences

Property and equipment, net (in thousands)

September 30,

Computers and office equipment

3 unchanged sentences

Accrued expenses (in thousands)

September 30,

Milestone due to Grifols

Accrued clinical consulting services

Accrued manufacturing costs

Accrued vendor payments

Accrued manufacturing costs

Accrued employee benefits (in thousands)

Accrued bonus expense

September 30,

Accrued compensation expense

Accrued vacation expense

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Accrued bonus expense

Stock-Based Compensation

4 unchanged sentences

Options become exercisable over various periods from the date of grant and expire between five and ten years after the grant date.

As of June 30, 2025, there were 7,566 options issued and outstanding under the 2010 Stock Plan.

As of September 30, 2025, there were 7,566 options issued and outstanding under the 2010 Stock Plan.

There are no shares available to be issued under this plan.

1 unchanged sentence

On September 17, 2020, the stockholders approved and adopted the 2020 Stock Incentive Plan (“2020 Stock Plan”) for the issuance of up to 16,000 shares of Common Stock to be granted through incentive stock options, nonqualified stock options, stock appreciation rights, dividend equivalent rights, restricted stock, restricted stock units and other stock-based awards to officers, other employees, directors and consultants of the Company and its subsidiaries.

The number of shares authorized for awards under the 2020 Stock Plan was increased such that 2,500,000 shares were authorized as of June 30, 2025.

As of June 30, 2025, there were 1,118,864 options issued and outstanding under the 2020 Stock Plan.

The number of shares authorized for awards under the 2020 Stock Plan was increased such that 4,500,000 shares were authorized as of September 30, 2025.

As of September 30, 2025, there were 1,108,535 options issued and outstanding under the 2020 Stock Plan.

Only options have been issued under the plan.

4 unchanged sentences

The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model.

The assumptions used for the six months ended June 30, 2025 are as follows:

The assumptions used for the nine months ended September 30, 2025 are as follows:

Exercise price

3 unchanged sentences

Expected life of option (years)

There were no options granted during the six months ended June 30, 2024.

There were no options granted during the nine months ended September 30, 2024.

Expected dividends —The Company has never declared or paid dividends on its Common Stock and has no plans to do so in the foreseeable future.

6 unchanged sentences

The Company estimates the expected life of the option term based on the weighted average life between the dates that options become fully vested and the maximum life of options granted.

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Stock-Based Compensation – (continued)

12 unchanged sentences

● monthly over three years.

A summary of stock option activity for the six months ended June 30, 2025 and the year ended December 31, 2024 is as follows:

Stock-Based Compensation – (continued)

A summary of stock option activity for the nine months ended September 30, 2025 and the year ended December 31, 2024 is as follows:

Weighted Average

3 unchanged sentences

Balance - December 31, 2024

Balance - June 30, 2025 -outstanding

Balance - June 30, 2025 -exercisable

Grant date fair value of options granted – six months ended June 30, 2025

Weighted average grant date fair value – six months ended June 30, 2025

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Stock-Based Compensation – (continued)

Stock-based compensation expense included in general and administrative expenses and research and development expenses relating to stock options issued to employees for the three months ended June 30, 2025 and 2024 was $ 139,000 and $ 118,000 , respectively.

Stock-based compensation expense included in general and administrative expenses and research and development expenses relating to stock options issued to consultants for the three months ended June 30, 2025 and 2024 was $ 34,000 and $ 54,000 , respectively.

Stock-based compensation expense included in general and administrative expenses and research and development expenses relating to stock options issued to employees for the six months ended June 30, 2025 and 2024 was $ 223,000 and $ 224,000 , respectively.

Stock-based compensation expense included in general and administrative expenses and research and development expenses relating to stock options issued to consultants for the six months ended June 30, 2025 and 2024 was $ 50,000 and $ 108,000 , respectively.

As of June 30, 2025, total unrecognized stock-based compensation expense related to stock options was $ 1.3 million, which is expected to be expensed through May 2028.

Balance - September 30, 2025 -outstanding

Balance - September 30, 2025 -exercisable

Grant date fair value of options granted – nine months ended September 30, 2025

Weighted average grant date fair value – nine months ended September 30, 2025

Stock-based compensation expense included in general and administrative expenses and research and development expenses relating to stock options issued to employees for the three months ended September 30, 2025 and 2024 was $ 184,000 and $ 123,000 , respectively.

Stock-based compensation expense included in general and administrative expenses and research and development expenses relating to stock options issued to consultants for the three months ended September 30, 2025 and 2024 was $ 44,000 and $ 54,000 , respectively.

Stock-based compensation expense included in general and administrative expenses and research and development expenses relating to stock options issued to employees for the nine months ended September 30, 2025 and 2024 was $ 407,000 and $ 347,000 , respectively.

Stock-based compensation expense included in general and administrative expenses and research and development expenses relating to stock options issued to consultants for the nine months ended September 30, 2025 and 2024 was $ 94,000 and $ 161,000 , respectively.

As of September 30, 2025, total unrecognized stock-based compensation expense related to stock options was $ 847,000 , which is expected to be expensed through November 2027.

The FASB’s guidance for stock-based payments requires cash flows from excess tax benefits to be classified as a part of cash flows from operating activities.

Excess tax benefits are realized tax benefits from tax deductions for exercised options in excess of the deferred tax asset attributable to stock compensation costs for such options.

The Company did not record any excess tax benefits during the three and six months ended June 30, 2025 and 2024.

The Company did not record any excess tax benefits during the three and nine months ended September 30, 2025 and 2024.

Stock Warrants

12 unchanged sentences

The Pre-Funded Warrants may be exercised on a cashless basis at any time.

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Stock Warrants (continued)

A holder of the Common Warrants and the Pre-Funded Warrants (together with its affiliates) may not exercise any portion of the Common Warrant or Pre-Funded Warrant to the extent that the holder would own more than 4.99 % (or 9.99 %, at the election of the holder) of the outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days ’ prior notice from the holder to the Company, the holder may increase the amount of beneficial ownership of outstanding shares after exercising the holder’s Common Warrants or Pre-Funded Warrants up to 9.99 % of the number of the Company’s shares of Common Stock outstanding immediately after giving effect to the exercise.

1 unchanged sentence

The Common Warrants were valued on the date of grant using Black Scholes model.

During the three months ended June 30, 2025, there were no Common Warrants issued in the May 2025 Offering exercised and 4,287,374 Pre-Funded Warrants issued in the May 2025 were exercised.

During the nine months ended September 30, 2025, there were no exercises of Common Warrants issued in the May 2025 Offering and 4,827,280 Pre-Funded Warrants issued in the May 2025 Offering were exercised.

Stock Warrants (continued)

On September 27, 2024, the Company consummated a public offering (the “September 2024 Offering”) of an aggregate of (i) 918,600 shares (the “Shares”) of Common Stock, (ii) pre-funded warrants (“Pre-Funded Warrants”) to purchase up to 510,000 shares of Common Stock (the “Pre-Funded Warrant Shares”), and (iii) Common Stock purchase warrants (“Common Warrants”) to purchase up to 1,428,600 shares of Common Stock (the “Common Warrant Shares”).

12 unchanged sentences

The Common Warrants were valued on the date of grant using Black Scholes model.

During the three and six months ended June 30, 2025 and 2024, there were no Common Warrants issued in the September 2024 Offering exercised and as of June 30, 2025, 510,000 Pre-Funded Warrants issued in the September 2024 Offering were exercised.

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Stock Warrants (continued)

A summary of all warrant activity for the Company for the year ended December 31, 2024 and six months ended June 30, 2025 is as follows:

During the three and nine months ended September 30, 2025 and 2024, there were no exercises of Common Warrants issued in the September 2024 Offering and as of September 30, 2025, 510,000 Pre-Funded Warrants issued in the September 2024 Offering were exercised.

A summary of all warrant activity for the Company for the year ended December 31, 2024 and nine months ended September 30, 2025 is as follows:

Weighted Average

5 unchanged sentences

( 4,827,280 )

Balance at June 30, 2025

Balance at September 30, 2025

Net Loss per Share

2 unchanged sentences

Diluted net loss per share assumes the issuance of potential dilutive common shares outstanding for the period and adjusts for any changes in income and the repurchase of common shares that would have occurred from the assumed issuance, unless such effect is anti-dilutive.

Net loss attributable to common stockholders for the three and six months ended June 30, 2025 was $ 13.1 million and $ 17.4 million, respectively.

Net loss attributable to common stockholders for the three and six months ended June 30, 2024 was $ 8.3 million and $ 13.5 million, respectively.

The number of options and warrants for the purchase of Common Stock that were excluded from the computations of net loss per common share for the three and six months ended June 30, 2025 were 1,126,430 and 8,786,686 , respectively, and for the three and six months ended June 30, 2024 were 174,772 and 0 , respectively, because their effect is anti-dilutive.

Net loss attributable to common stockholders for the three and nine months ended September 30, 2025 was $ 4.4 million and $ 21.7 million, respectively.

Net loss attributable to common stockholders for the three and nine months ended September 30, 2024 was $ 7.7 million and $ 21.2 million, respectively.

The number of options and warrants for the purchase of Common Stock that were excluded from the computations of net loss per common share for the three and nine months ended September 30, 2025 were 1,116,101 and 8,246,780 , respectively, and for the three and nine months ended September 30, 2024 were 175,207 and 1,428,600 , respectively, because their effect is anti-dilutive.

Common and Preferred Stock

3 unchanged sentences

The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing.

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Common and Preferred Stock (continued)

The Company included certain proposals at its 2022 annual meeting of stockholders, including (i) an amendment to the Company’s Articles of Incorporation, as amended (the “Charter”), to change the name of the Company to “Theriva Biologics, Inc.” (the “Name Change”), (ii) an amendment to the Articles of Incorporation, as amended to increase the number of authorized shares of Common Stock from 20,000,000 to 350,000,000 (the “Authorized Common Stock Increase”) and (iii) to adjourn any meeting of stockholders called for the purpose of voting on the Authorized Common Stock Increase (collectively, the “Stockholder Items”).

6 unchanged sentences

The Conversion Price may be adjusted pursuant to the Certificates of Designation for stock dividends and stock splits, subsequent rights offering, pro rata distributions of dividends or the occurrence of a fundamental transaction (as defined in the applicable Certificate of Designation).

Common and Preferred Stock (continued)

The Series C Preferred Stock and Series D Preferred Stock were classified as temporary equity as a result of the deemed liquidation provision.

Transaction expenses paid to third parties will be charged to temporary equity and will not be accreted as deemed dividends until redemption becomes probable.

During the year ending December 31, 2024, the Company issued 72,132 shares of its Common Stock upon the conversion effected by the holder of the Series C Preferred of 275,000 shares of its Series C convertible Preferred Stock at a conversion price of $ 30.50 per share.

During the year ending December 31, 2024, the Company issued 72,132 shares of its Common Stock upon the conversion effected by the holder of the Series C Preferred Stock of 275,000 shares of its Series C Preferred Stock at a conversion price of $ 30.50 per share.

As a result of the conversions during the year ending December 31, 2024, the Company reduced the Series C Preferred Stock $ 2.0 million and Additional Paid in Capital $ 2.0 million.

There are no shares of Series C Preferred Stock outstanding as of June 30, 2025.

During the year ending December 31, 2024, the Company issued 26,230 shares of its Common Stock upon the conversion effected by the holder of the Series D Preferred of 100,000 shares of its Series D convertible Preferred Stock at a conversion price of $ 30.50 per share.

There are no shares of Series C Preferred Stock outstanding as of September 30, 2025.

During the year ending December 31, 2024, the Company issued 26,230 shares of its Common Stock upon the conversion effected by the holder of the Series D Preferred Stock of 100,000 shares of its Series D Preferred Stock at a conversion price of $ 30.50 per share.

As a result of the conversion during the year ending December 31, 2024 the Company reduced the Series D Preferred Stock by $ 728,000 and Additional Paid in Capital by $ 728,000 .

There are no shares of Series D Preferred stock outstanding as of June 30, 2025.

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

There are no shares of Series D Preferred Stock outstanding as of September 30, 2025.

At Market Issuance Sales Agreement

On May 2, 2024, the Company and A.G.P./Alliance Global Partners (“AGP”) entered into the ATM Sales Agreement, pursuant to which the Company may offer and sell, from time to time, at its option, shares of the Common Stock through A.G.P, as sales agent, in an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”).

Sales in the “at the market offering” may occur under the Company’s current effective registration statement on Form S-3 (File No.

333-255726) utilizing a prior prospectus and related prospectus supplements thereto or a newly filed registration statement on Form S-3 which was filed on May 2, 2024 (File No.

333-279077) and declared effective on September 25, 2024.

In addition, on May 1, 2024, the Company and B.

Riley Securities, Inc.

mutually agreed to enter into a notice of termination whereby B.

Riley Securities, Inc.

would no longer be a party to the ATM Sales Agreement.

During the three and nine months ended September 30, 2025, the Company sold through the ATM Sales Agreement approximately 706,810 shares of the Company’s Common Stock and received net proceeds of approximately $ 279,000 .

During the three and nine months ended September 30, 2024, the Company sold through the ATM Sales Agreement approximately 395,000 and 569,000 , respectively, shares of the Company’s Common Stock and received net proceeds of approximately $ 1.8 million and $ 3.6 million, respectively.

Loans Payable

4 unchanged sentences

Under the award, the Company (via its wholly owned subsidiary, Theriva Biologics SL) received an unsecured loan (the “Loan”) of € 1.3 million (approximately $ 1.4 million) as a lump sum payment on January 17, 2025 which bears interest at a rate of 4.015 % and is to be repaid over 7 years commencing three years from the date of award.

June 30, 2025

September 30, 2025

December 31, 2024

1 unchanged sentence

THERICEL Loan

A maturity analysis of the debt as of June 30, 2025 is as follows (amounts in thousands of dollars) :

Loans Payable (continued)

A maturity analysis of the debt as of September 30, 2025 is as follows (amounts in thousands of dollars) :

Commitments and Contingencies

The Company’s existing leases as of June 30, 2025 for its U.S.

The Company’s existing leases as of September 30, 2025 for its U.S.

and Spanish facilities are classified as operating leases.

9 unchanged sentences

moved into the facilities and the new lease commenced and the prior lease terminated.

Operating lease costs are presented as part of general and administrative expenses in the condensed consolidated statements of operations, and were approximately $ 162,000 and $ 323,000 , respectively, for the three and six months ended June 30, 2025, and $ 158,000 and $ 315,000 the three and six months ended June 30, 2024, respectively.

Operating lease costs are presented as part of general and administrative expenses in the condensed consolidated statements of operations, and were approximately $ 164,000 and $ 493,000 , respectively, for the three and nine months ended September 30, 2025, and $ 158,000 and $ 474,000 the three and nine months ended September 30, 2024, respectively.

For the Barcelona lease, the day one non-cash addition of right of use assets due to adoption of ASC 842 was $ 937,000 .

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Commitments and Contingencies (continued)

A maturity analysis of the Company’s operating leases as of June 30, 2025 is as follows (amounts in thousands of dollars) :

A maturity analysis of the Company’s operating leases as of September 30, 2025 is as follows (amounts in thousands of dollars) :

Future undiscounted cash flow for the years ending December 31,

3 unchanged sentences

Operating lease liability – long term

Commitments and Contingencies (continued)

Risks and Uncertainties

4 unchanged sentences

The Company is actively monitoring the effects that these disruptions and increasing inflation could have on its operations.

As of the date of this filing, the U.S.

federal government is experiencing a partial shutdown.

While the SEC’s EDGAR system remains operational and the Company continues to meet its filing obligations under the Securities Exchange Act of 1934, as amended, the shutdown has resulted in limited availability of the SEC staff to review filings, issue comments, or declare registration statements effective.

This may delay regulatory review processes and affect the timing of certain capital markets transactions.

The Company has evaluated the potential impact of the shutdown on its financial reporting and operations and has determined that, as of the reporting date, there are no material changes to accounting policies, estimates, or internal controls attributable to the shutdown.

The Company will continue to monitor developments and assess any future implications.

Through the Acquisition, the Company has operations in Spain related to conducting research and development, manufacturing, and clinical trials in Western European countries.

4 unchanged sentences

On December 13, 2024, the Company approved the compensation of MaryAnn Shallcross of $ 157,000 and a bonus of $ 45,000 .

During the three and six months ended June 30, 2025, the Company had $ 39,000 and $ 78,000 in compensation expense, respectively, related to Ms.

During the three months ended June 30 2025, the Company approved the grant of an option to purchase 25,000 shares of Common Stock having a value of $ 27,000 .

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

During the three and nine months ended September 30, 2025, the Company had $ 39,000 and $ 117,000 in compensation expense, respectively, related to Ms.

During the nine months ended September 30 2025, the Company approved the grant of an option to purchase 25,000 shares of Common Stock having a value of $ 27,000 .

Shallcross was one of the seven employees whose employment was terminated in connection with the Company’s workforce reduction.

Subsequent Events

The Company has evaluated events that occurred through August 11, 2025, the date that the financial statements were issued, and determined that there have been no events that have occurred that would require adjustments to its disclosures in the financial statements except for the transaction described in Note 5 and the below.

Subsequent to the end of the second quarter of 2025, on July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, extending key provisions of the 2017 Tax Cuts and Jobs Act including, but not limited to, the restoration of 100% bonus depreciation, the introduction of new Section 174A permitting immediate expensing of domestic research and experimental expenditures, modifications to Section 163(j) interest expense limitations, updates to the rules governing global intangible low-taxed income, amendments to energy credit provisions, and the expansion of Section 162(m) aggregation requirements.

The Company is currently assessing the impact of the OBBBA and an estimate of the impact on the Company’s consolidated financial statements is not yet available.

The Company has evaluated events that occurred through November 12, 2025, the date that the financial statements were issued, and determined that there have been no events that have occurred that would require adjustments to its disclosures in the financial statements except for the transaction described below.

On October 16, 2025, the Company entered into a warrant inducement agreement (the “Inducement Agreement”) with certain holders named therein (the “Holders”) of existing Common Stock Purchase Warrants to purchase up to an aggregate of 8,092,280 shares of the Company’s Common Stock, consisting of (i) Common Stock Purchase Warrants to purchase up to an aggregate of 1,345,000 shares of Common Stock issued on September 27, 2024 (the “September Warrants”) and (ii) Common Stock Purchase Warrants to purchase up to an aggregate of 6,747,280 shares of Common Stock issued on May 8, 2025 (the “May Warrants” and, together with the September Warrants, the “Existing Warrants”).

Pursuant to the Inducement Agreement, on October 17, 2025, the Holders exercised for cash the Existing Warrants at a reduced exercise price of $ 0.54 per share and, in consideration therefor, the Company issued to the Holders new Common Stock Purchase Warrants (the “New Warrants”) to purchase an aggregate of 16,184,560 shares of Common Stock, equal to 200 % of the number of shares of Common Stock underlying the Existing Warrants, at an exercise price of $ 0.54 per share, which New Warrants are exercisable for a term of five (5) years from the date of the approval from the stockholders of the Company of the full exercise of the New Warrants and the issuance of all of the shares of Common Stock issuable upon the exercise thereof.

The Company received aggregate gross proceeds of approximately $ 4.4 million for the exercise of the Existing Warrants, before deducting placement agent fees and other expenses payable by the Company.

The Company expects to use the net proceeds from the Warrant Exercise for working capital.

AGP served as the Company’s exclusive financial advisor in connection with the warrant exercise and other transactions described in the Inducement Agreement.

Pursuant to the terms of an engagement letter, dated October 16, 2025, by and between the Company and AGP, the Company agreed to pay to AGP a cash fee equal to 7.0 % of the aggregate gross proceeds received from the Holder upon exercise of the Existing Warrants and reimbursement of certain expenses.

On October 24, 2025, the Company filed a prospectus supplement to its Registration Statement on Form S-3, as amended (File No.

333-279077), which Form S-3 was declared effective by the SEC on September 25, 2024 (the “Shelf Registration Statement”), relating to the offer and sale of up to $ 4,019,597 of shares of the Company’s Common Stock from time to time through or directly to A.G.P./Alliance Global Partners (the “Sales Agent”) pursuant to the terms of the ATM Sales Agreement.

On October 29, 2025, the Company filed a prospectus supplement to its Shelf Registration Statement, relating to the offer and sale of up to $ 2,894,225 of shares of the Company’s Common Stock, from time to time through or directly to A.G.P./Alliance Global Partners (the “Sales Agent”) pursuant to ATM Sales Agreement.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements