What changed in this filing

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Item 1. Financial Statements

2026-05-05 compared with 2025-11-12 · 282 added, 257 removed, 412 unchanged (57% of the section changed)

4 unchanged sentences

(In thousands except share and par value amounts)

September 30, 2025

March 31, 2026

December 31, 2025

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Accrued expenses

Contingent consideration, current portion

Accrued employee benefits

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Stockholders’ Equity:

Preferred Stock;

10,000,000 authorized;

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

Common stock, $ 0.001 par value;

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

350,000,000 shares authorized, 45,921,478 issued and 45,892,668 outstanding at March 31, 2026 and 35,717,159 issued and 35,688,350 outstanding at December 31, 2025

Additional paid-in capital

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

Accumulated other comprehensive income (loss)

Treasury stock at cost, 28,809 shares at March 31, 2026 and at December 31, 2025

Accumulated other comprehensive loss

Accumulated deficit

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(In thousands, except share and per share amounts)

For the three months ended September 30,

For the nine months ended September 30,

For the Three Months Ended March 31,

License Revenue

Operating Costs and Expenses:

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Research and development

In-process research and development impairment

Goodwill impairment

Total Operating Costs and Expenses

Loss from Operations

Other Income/Expense:

Other Income:

Foreign currency exchange (loss) gain

Interest income, net

Interest income

Total Other Income

Net Loss before income taxes

Income tax benefit

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Stock-based compensation

Foreign currency exchange gains

Balance at March 31, 2025

Stock-based compensation

Issuance of Common Stock and Warrants, net of issuance costs

Conversion of Warrants to Common

Foreign currency exchange gains

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

Foreign currency exchange gains (losses)

Balance at March 31, 2026

Common Stock $0.001 Par Value

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Balance at March 31, 2025

Stock-based compensation

Stock issued under “at-the-market” offering

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 Nine Months Ended September 30,

For the Three Months Ended March 31,

Cash Flows From Operating Activities:

1 unchanged sentence

Stock-based compensation

In-process research and development impairment

Goodwill impairment

Change in fair value of contingent consideration

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Net Cash Used In Operating Activities

Cash Flows from Investing Activities

Purchase of property and equipment

Net Cash Used in Investing Activities

1 unchanged sentence

Tax credit receivable

Proceeds from issuance of common stock

Proceeds from issuance of common stock for warrant exercises

Payment of loans payable

Proceeds from issuance ATM offering, net of issuance costs

Payment of contingent consideration

Proceeds from issuance under at - the - market offering, net of issuance cost

Proceeds from long term debt

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Net increase(decrease) in cash and cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at the beginning of this period

Cash, cash equivalents and restricted cash at the end of this period

Cash and cash equivalents and restricted at the beginning of this period

Cash and cash equivalents and restricted cash at the end of this period

Reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated balance sheet

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Total cash, cash equivalents, and restricted cash shown in the statement of cash flows

Supplemental non-cash investing and financing activities

Right of use asset obtained in exchange for lease liabilities

See accompanying notes to unaudited condensed consolidated financial statements.

Synthetic Biologics, Inc.

Theriva Biologics, Inc.

and Subsidiaries

3 unchanged sentences

Theriva Biologics, Inc.

(the “Company” or “Theriva Biologics”) is a diversified clinical-stage company developing therapeutics in areas of high unmet need.

As a result of the acquisition in March 2022 of Theriva Biologics S.L.

(“VCN”, formerly known as VCN Biosciences, S.L.) (the “Acquisition”), described in more detail below, the Company transitioned its strategic focus to oncology through the development of VCN’s new oncolytic adenovirus platform designed for intravenous and intravitreal delivery to trigger tumor cell death, to improve access of co-administered cancer therapies to the tumor, and to promote a robust and sustained anti-tumor response by the patient’s immune system.

Prior to the Acquisition, the Company’s focus was on developing therapeutics designed to treat gastrointestinal (GI) diseases in areas which included its clinical development candidates:

(1) SYN-004 (ribaxamase) which is designed to degrade certain commonly used intravenous (IV) beta-lactam antibiotics within the GI tract to prevent microbiome damage thereby preventing overgrowth and infection by pathogenic organisms such as Clostridioides difficile infection (CDI), and vancomycin resistant Enterococci (VRE), and reducing the incidence and severity of acute graft-versus-host-disease (aGVHD) in allogeneic hematopoietic cell transplant (HCT) recipients, and (2) SYN-020, a recombinant oral formulation of the enzyme intestinal alkaline phosphatase (IAP) produced under cGMP conditions and intended to treat both local GI and systemic diseases.

(the “Company” or “Theriva Biologics”) is a diversified clinical-stage company developing therapeutics designed to treat cancer and related diseases in areas of high unmet need.

As a result of the Company’s acquisition of Theriva Biologics, S.L.

(“VCN”, formerly named VCN Biosciences, S.L.), in March 2022 described in more detail below (the “Acquisition”), the Company transitioned its strategic focus to oncology through the development of VCN’s new oncolytic adenovirus platform designed for intravenous and intravitreal delivery to trigger tumor cell death, to improve access of co-administered cancer therapies to the tumor, and to promote a robust and sustained anti-tumor response by the patient’s immune system.

The Company’s lead product candidate, VCN-01 (zabilugene almadenorepvec), is a clinical stage oncolytic human adenovirus that is modified for tumor-selective replication and to express an enzyme, PH20 hyaluronidase.

VCN-01 has been evaluated in a Phase 2b clinical study for the treatment of pancreatic cancer (“VIRAGE”), and a Phase 1 clinical study for the treatment of retinoblastoma, as well as various other Phase 1 clinical studies for the treatment of other solid tumors including head and neck squamous cell carcinoma.

Basis of Presentation

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The operating results for the interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed on March 6, 2025 (the “2024 Form 10-K”).

On August 15, 2024, the Board of Directors of the Company approved a reverse stock split of the Company’s authorized, issued and outstanding shares of common stock, par value $ 0.001 per share (the “Common Stock”), at a ratio of one (1) share of Common Stock for every twenty - five (25) shares of Common Stock (the “Reverse Stock Split”).

The Reverse Stock Split was effective on August 26, 2024 (the “Effective Time).

As a result of the Reverse Stock Split, each twenty-five (25) pre-split shares of Common Stock outstanding was automatically combined into one (1) new share of Common Stock without any action on the part of the holders, and the number of outstanding shares of Common Stock was reduced from 25,131,230 shares to 1,005,249 shares (subject to rounding of fractional shares) and the number of authorized shares of Common Stock was reduced from 350,000,000 share to 14,000,000 shares and then increased to 350,000,000 after obtaining approval of the Company’s stockholders at the 2024 annual meeting of stockholders.

Stockholders who otherwise were entitled to receive fractional shares because they held a number of pre-reverse stock split shares of the Company’s Common Stock not evenly divisible by 25, received, in lieu of a fractional share, that number of shares rounded up to the nearest whole share.

The Reverse Stock Split did not alter the par value of the Company’s Common Stock or modify any voting rights or other terms of the Common Stock.

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.

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

All affected share amounts and exercise/conversion prices in the condensed consolidated financial statements and footnotes below have been adjusted retrospectively for the Reverse Stock Split.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2025 Form 10-K.

The condensed consolidated financial statements are prepared in conformity with U.S.

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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 September 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 March 31, 2026, 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 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 continues to incur losses and, as of March 31, 2026, the Company had an accumulated deficit of approximately $ 360.8 million.

Since inception, the Company has financed its activities principally from the proceeds of 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 its clinical development activities.

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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.

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Going Concern – (continued)

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.

The Company has been in ongoing discussions with strategic institutional investors and investment banks with respect to such possible offerings.

The Company has been in ongoing discussions with strategic institutional investors and investment banks with respect to such possible offerings and licensing and/or partnership arrangements as well as a range of strategic alternatives that may include a business combination, merger or reverse merger.

Such additional financing opportunities might not be available to the Company when and if needed, on acceptable terms or at all.

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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.

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

The goal of this reduction was 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 PDAC and retinoblastoma patients, which it believes will represent its best opportunity for success.

The Company completed the employee reduction immediately and incurred a total of approximately $ 520,000 in charges in connection with the workforce reduction.

These charges consisted 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 beginning in 2026 and, together with additional anticipated operating cost reductions, the Company expects that it will extend its cash runway into the first quarter of 2027;

however, as described below, the current cash will only be sufficient to run certain clinical trials and no assurances can be provided and the Company’s cash could differ materially from its expectations based on various factors, many of which are out of its control.

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.

At March 31, 2026, the Company had cash and cash equivalents of approximately $ 14.4 million.

Based upon the Company’s current business plans, management believes that the Company’s current cash on hand will be sufficient to fully execute its plans 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, 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.

The Company anticipates its current cash will allow it to cover overhead costs, commence a proposed Phase 2a study in metastatic PDAC patients evaluating more frequent VCN-01 dosing for a longer period, exploratory VCN-01 (zabilugene almadenorepvec) manufacturing scale-up activities, regulatory interaction regarding a proposed pivotal clinical trial of VCN-01 in retinoblastoma, and limited preclinical studies supporting VCN-01 and VCN-12, the first candidate from the Company’s VCN-X discovery program.

The Company also believes that the cash will be sufficient to fund its committed obligations under the terms of the Share Purchase Agreement entered into in connection with the Acquisition (the “Purchase Agreement”), but will not be sufficient for additional trials of VCN-01 (other than the planned Phase 2a study evaluating more frequent VCN-01 dosing for a longer period), or SYN-004, or to complete the last cohort of the Phase 1b/2a clinical trial of SYN-004, which are expected to require significant cash expenditures.

Following the completion of the Company’s ongoing Phase 1 and Phase 2b clinical trials for VCN-01, commencement of a proposed Phase 2a study evaluating more frequent VCN-01 dosing for a longer period, and limited preclinical studies supporting VCN-01 and its VCN-X discovery initiatives, the Company will need to obtain additional funds for future clinical trials.

The Company anticipates that its future clinical trials will be much larger in size and require larger cash expenditures than the aforementioned clinical programs and limited preclinical research efforts.

Currently, the Company does not have commitments from any third parties to provide it with capital.

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2 thereto, dated May 2, 2024 (the “ATM Sales Agreement”)) or debt and other sources.

The Company cannot assure that it will meet the requirements for use of the ATM Sales Agreement or that additional funding will be available on favorable terms at all.

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.

The Company cannot assure that it will meet the requirements for use of the ATM Sales Agreement or that additional funding will be available on favorable terms or at all.

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

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.

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.

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● 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.

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Summary of Significant Accounting Policies

There have been no new or material changes to the significant accounting policies discussed in the Company’s audited financial statements and the notes thereto included in the 2024 Form 10-K.

There have been no material changes to the significant accounting policies discussed in the Company’s audited financial statements and the notes thereto included in the 2025 Form 10-K.

During the quarter the Company added a new significant accounting policy for revenue recognition as a result of a licensing agreement.

Revenue Recognition

Pursuant to FASB ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), the Company recognizes revenue when a customer obtains control of promised goods or services.

Revenue is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services.

To determine revenue recognition for contracts with customers within the scope of ASC 606, the Company performs the following 5 steps:

(i) identify the contract(s) with a customer;

(ii) identify the performance obligations in the contract;

(iii) determine the transaction price;

(iv) allocate the transaction price to the performance obligations in the contract;

and (v) recognize revenue when (or as) a performance obligation is satisfied.

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Summary of Significant Accounting Policies – (continued)

License, Collaboration and Royalty Revenue

If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from non-refundable, upfront fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license.

For licenses that are bundled with other performance obligations, management uses judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, upfront fees.

The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition.

At the inception of each arrangement that includes development and commercial sales milestone payments, the Company evaluates whether achieving each milestone payment is considered probable and estimates the amount to be included in the transaction price using the most likely amount method.

If it is probable that a significant revenue reversal would not occur, the value of the associated milestone is included in the transaction price.

The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied.

At the end of each subsequent reporting period, the Company re-evaluates the probability of achieving such milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price.

Sales-based milestone payments are recognized in the period that the milestone objectives have been achieved.

For arrangements that include sales-based royalties, revenue is recognized when the underlying product sales have occurred.

Revenue is recorded based on estimated quarterly net product sales reports provided by its partner.

Differences between actual results and estimated amounts are adjusted in the period in which they become known, which typically follows the quarterly period in which the estimate is made.

Segment information

The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer.

The CODM is assisted in his responsibilities of making decisions regarding resource allocation and performance assessment by the leadership team, consisting of the General Director, Europe and Head of Corporate and Product Development.

The CODM is assisted in his responsibilities of making decisions regarding resource allocation and performance assessment by the leadership team, consisting of the Senior Vice President of Corporate and Product Development and the General Director, EU Subsidiary.

The Company views its operations and manages its business as one operating segment, focused on the discovery and development of oncolytic viruses intended to overcome the protective barrier surrounding solid tumors and selectively kill tumor cells.

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

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

The CODM assesses Company performance using the consolidated net loss and through the achievement of pre-clinical and clinical research goals.

In addition to the Company’s Statement of Operations and Comprehensive Loss, the CODM is regularly provided with budgeted and forecasted expense information which is used to determine the Company’s liquidity needs and cash allocation.

The measure of segment assets is reported on the balance sheet as total assets.

IPR&D assets represent the fair value assigned to technologies that the Company acquired, which at the time of acquisition have not reached technological feasibility and have no alternative future use.

The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets.

The Company’s principal operations are in the United States and the Company’s long-lived assets are located primarily with in the United States and Spain.

The Company held $ 51,000 and $ 58,000 of assets in the United States on March 31, 2026 and December 31 2025, respectively.

The Company held $ 143,000 and $ 164,000 of assets in the Spain on March 31, 2026 and December 31, 2025, respectively.

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Summary of Significant Accounting Policies – (continued)

IPR&D assets represent the fair value assigned to technologies that the Company acquired, which at the time of acquisition had not reached technological feasibility and have no alternative future use.

IPR&D assets are considered to have indefinite-lives until the completion or abandonment of the associated research and development projects.

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If the carrying amount exceeds the fair value, an impairment charge is recognized in an amount equal to that excess.

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 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)

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

No impairment charges were recorded during the three months ended March 31, 2026 and 2025.

Contingent Consideration

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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 nine months ended September 30, 2025 and 2024.

No impairment charges were recorded during the three months ended March 31, 2026 and 2025.

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Summary of Significant Accounting Policies – (continued)

Research and Development Tax Credits

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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

In December 2025, the FASB issued ASU 2025-10, Accounting for Government Grants Received by Business Entities (ASU 2025-10), ASU 2025-10 establishes guidance on the recognition, measurement, and presentation of government grants received by business entities.

The new guidance leverages the principles in the accounting framework for government assistance in IFRS, specifically IAS 20, Accounting for Government Grants and Disclosure of Government Assistance;

makes certain targeted improvements;

and modifies certain of the existing disclosure requirements in ASC 832, Government Assistance.

The new guidance is effective for public business entities in annual periods beginning after December 15, 2028 (including interim periods within) and one year later for all other entities, with early adoption permitted in any period for which financial statements have not yet been issued.

The guidance can be applied on a modified prospective basis, a modified retrospective basis, or a full retrospective basis.

The Company is currently evaluating the potential impact of the guidance and potential additional disclosures required.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements (“ASU 2025-11”).

ASU 2025-11 is intended to clarify and improve certain aspects of interim financial reporting, including the requirements for interim disclosures and the application of recognition and measurement guidance in interim periods.

ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2026.

The Company is currently evaluating the potential impact of the guidance and potential additional disclosures required.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements (“ASU 2025-09”).

ASU 202509 expands eligibility of risk components for hedge designation, clarifies the presentation and disclosure requirements for hedging relationships, and simplifies the assessment of hedge effectiveness.

ASU 2025-09 is effective for annual periods beginning after December 15, 2026, including interim periods within those fiscal years.

The Company is currently evaluating the potential impact of the guidance and potential additional disclosures required.

On November 2024, the FASB issued ASU 2024-03 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

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The Company is currently evaluating the effect of adopting this ASU.

In December 2023, the FASB issued final guidance in ASU No.

2023-09, Income Taxes (ASC 740):

Improvements to Income Tax Disclosures requiring entities to provide additional information in the rate reconciliation and disclosures about income taxes paid.

For public business entities, the guidance is effective for annual periods beginning after December 15, 2024.

The Company is not early adopting this ASU, and therefore, this ASU is not adopted in the current period.

The Company does not expect this ASU to have a material impact on the consolidated financial statements.

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

As a result of the Acquisition of VCN, the Company has an intangible asset, in-process research and development (“IPR&D”).

The IPR&D is deemed to have indefinite lives and therefore not amortized.

During the three months ended June 30, 2025, the Company announced in a press release that it had met the primary survival and safety endpoints in its VIRAGE Phase 2b clinical trial evaluating the Company’s lead product candidate VCN-01.

As a result, the Company deemed this to be a change in circumstances that could indicate impairment.

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

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 September 30, 2025.

The following table provides the Company’s in-process R&D as of March 31, 2026.

R&D (in thousands)

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Effects of exchange rates

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

Balance at March 31, 2026

There were no impairment charges recorded during the three months ended March 31, 2026 and 2025.

On February 18, 2026, the Company entered into a license agreement with Rasayana Therapeutics, Inc., whereby the Company granted Rasayana an exclusive worldwide license with the right to grant sublicenses to research, develop, manufacture and commercialize, which includes SYN-020, an oral formulation of the recombinant intestinal alkaline phosphatase enzyme.

Pursuant to the terms of the agreement, Rasayana will assume all responsibility and costs for the development and commercialization of the product.

Under the terms of the agreement, the Company received an upfront payment of Three Hundred Thousand Dollars ($ 300,000 ) from Rasayana on the effective date.

In addition, the Company is entitled to receive from Rasayana development milestone payments of up to an aggregate of $ 16,000,000 and sales milestone payments of up to an aggregate of $ 22,000,000 upon achievement of certain development and net sales milestones with respect to products.

In addition, the Company is entitled to receive tiered royalties ranging from low to mid-single digits on net sales of a product.

The Company will also be entitled to receive a certain percentage of any sublicense revenue received by Rasayana or its affiliates.

Under the terms of the agreement, Rasayana has agreed to use commercially reasonable efforts to meet certain specified development milestones, though there is no guarantee the any such milestone will be met.

The Company recognized the $ 300,000 upfront payment as revenue during the quarter ended March 31, 2026, at the point in time the performance obligation was satisfied.

Revenue related to the development milestones will be recognized at the point in time that the variable revenue constraint is removed.

Revenue related to the sales-based royalties will be recognized when the underlying sales/revenue transactions occur.

Fair Value of Financial Instruments

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The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy.

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Fair Value of Financial Instruments – (continued)

The carrying amounts of the Company’s short-term financial instruments, including cash and cash equivalents, accounts payable and accrued liabilities, approximate fair value due to the relatively short period to maturity for these level 1 instruments.

As a result of the Acquisition of VCN the Company acquired interest-free or below-market interest rate loans extended by Spanish government.

Additionally, the Company received an unsecured 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 % from the National Knowledge Transfer Program of the Spanish government’s Ministry of Science, Innovation & Universities (See Note 12).

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

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).

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.

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

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 mPDAC.

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

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

During the three months ended June 30, 2025, the Company met the primary survival and safety endpoints in its VIRAGE Phase 2b clinical trial evaluating the Company’s lead product candidate VCN-01.

During the year ended December 31, 2025, the Company met the primary survival and safety endpoints in its VIRAGE Phase 2b clinical trial evaluating the Company’s lead product candidate VCN-01.

As a result of achieving the primary survival and safety endpoints in the Phase 2b clinical trial, the Company is obligated to pay Grifols $ 6.0 million.

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

$ 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.

On August 5, 2025, the Company and Grifols agreed to defer the $ 6.0 million milestone payment into three payments, as follows:

$ 500,000 was paid in August 2025, $ 500,000 was paid in December 2025, and the remaining $ 5.0 million payment will be deferred pending ongoing discussions with Grifols.

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 $ 10.8 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 September 30, 2025 and December 31, 2024:

The fair value of the contingent consideration was $ 10.0 million as of March 31, 2026 and is reflected as contingent consideration, current portion of $ 1.2 million and non-current contingent consideration liability of $ 8.8 million.

During the three months ended March 31, 2026 and 2025, the Company recognized in operating expense a $ 27,000 and $ 21,000 , respectfully, fair value adjustment increase to contingent consideration.

There were no transfers in or out of the level 3 liabilities during the three months ended March 31, 2026 and 2025.

The following table summarizes the change in the fair value as determined by Level 3 inputs for the contingent consideration liabilities as of March 31, 2026 and December 31, 2025:

(in thousands)

1 unchanged sentence

Change in fair value

Reclassification of amounts to accrued expenses due to milestone being achieved

Balance at September 30, 2025

Balance at March 31, 2026

Contingent consideration, current portion

Contingent consideration, net of current portion

Balance at September 30, 2025

Balance at March 31, 2026

(in thousands)

1 unchanged sentence

Change in fair value

Reclassification of amounts to accrued expenses due to milestone being achieved

Balance at December 31, 2025

2 unchanged sentences

Balance at December 31, 2025

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Fair Value of Financial Instruments – (continued)

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

As of September 30, 2025

As of March 31, 2026

Contingent consideration

3 unchanged sentences

Total liabilities

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 September 30, 2025

As of March 31, 2026

Weighted Average

25 unchanged sentences

5.3 % to 48.8 %

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Research and Development Tax Credits

1 unchanged sentence

subsidiary, participates in a Research and Development program sponsored by the Spanish government.

The program provides for reimbursement of certain expenses incurred in research and development efforts Theriva S.L.

incurs in Spain.

The program provides for reimbursement of certain expenses incurred in research and development efforts the Company conducts in Spain.

The reimbursements can be through either tax credits or direct refunds.

1 unchanged sentence

Subsequent to the period in which expenses are incurred, the program requires participants to maintain certain workforce levels and research and development expenditures over a 24-month period.

In the quarter ended June 30, 2023, the Company completed the certification and applied for direct reimbursement, as opposed to a tax credit, for its qualifying research and development expenses incurred in the year ended December 31, 2022.

The Company received approvals from the Spanish government in September and October 2023.

During the quarter ended June 30, 2025, the Company completed the certification and applied for direct reimbursement for its qualifying research and development expenses incurred in the year ended December 31, 2024.

The Company received approvals from the Spanish government in December 2024.

The Company received approvals from the Spanish government in November 2025.

The Company evaluated the program and concluded that it qualified to be accounted for as government assistance.

3 unchanged sentences

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.

During the three months ending March 31, 2026 and 2025 the Company recorded $ 417,000 and $ 409,000 , respectively, as a reduction in research and development expense.

In January 2026, the Company received $ 1.6 million for the 2024 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)

September 30,

Prepaid consulting, subscriptions and other expenses

Prepaid manufacturing expenses

VAT receivable

Prepaid insurance

Prepaid clinical research organizations

Prepaid clinical research organizations (CROs) expense is classified as a current asset.

The Company makes payments to the CROs based on agreed upon terms that include payments in advance of study services.

VAT receivable

Stock sales receivable

Other receivable

Prepaid manufacturing expenses

Total prepaid expenses and other current assets

Stock sales receivable was from at-the-market stock sales that was not cash settled prior to the period end.

Property and equipment, net (in thousands)

September 30,

Computers and office equipment

2 unchanged sentences

accumulated depreciation and amortization

During the three months ended March 31, 2026 and the year ended December 31, 2025 the Company recognized depreciation expense of $ 24,000 and $ 108,000 respectively.

Accrued expenses (in thousands)

September 30,

Milestone due to Grifols

Accrued milestones payments

Accrued clinical consulting services

Accrued vendor payments

Accrued manufacturing costs

Accrued vendor payments

Total accrued expenses

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Selected Balance Sheet Information – (continued)

Accrued employee benefits (in thousands)

September 30,

Accrued compensation expense

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

As of March 31, 2026, there were 5,893 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 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.

The number of shares authorized for awards under the 2020 Stock Plan was increased such that 4,500,000 shares were authorized as of March 31, 2025.

As of March 31, 2026, there were 2,586,035 options issued and outstanding under the 2020 Stock Plan.

Only options have been issued under the plan.

3 unchanged sentences

The Company has applied fair value accounting for all stock-based payment awards since inception.

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 nine months ended September 30, 2025 are as follows:

The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model, there were no options granted during the three months ended March 31, 2025.

The assumptions used for the three months ended March 31, 2026 included:

Exercise price

3 unchanged sentences

Expected life of option (years)

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.

1 unchanged sentence

The expected volatility assumption is derived from the historical volatility of the Company’s Common Stock over a period approximately equal to the expected term.

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Stock-Based Compensation – (continued)

Risk-free interest rate —The assumed risk-free rate used is a zero coupon U.S.

3 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.

Stock-Based Compensation – (continued)

The Company records stock-based compensation based upon the stated vesting provisions in the related agreements.

11 unchanged sentences

● monthly over three years.

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

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:

A summary of stock option activity for the three months ended March 31, 2026 and the year ended December 31, 2025 is as follows:

Weighted Average

3 unchanged sentences

Balance - December 31, 2025

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.

Balance - March 31, 2026 -outstanding

Balance - March 31, 2026 -exercisable

Grant date fair value of options granted – year ended March 31, 2026

Weighted average grant date fair value - March 31, 2026

Grant date fair value of options granted – year ended December 31, 2025

Weighted average grant date fair value – year ended December 31, 2025

Stock-based compensation expense for the three months ended March 31, 2026 and 2025 included in general and administrative expenses and research and development expenses relating to stock options issued to employees was $ 108,000 and $ 84,000 , respectively.

Stock-based compensation expense for the three months ended March 31, 2026 and 2025 included in general and administrative expenses and research and development expenses relating to stock options issued to consultants was $ 26,000 and $ 16,000 , respectively.

As of March 31, 2026, total unrecognized stock-based compensation expense related to stock options was $ 835,000 , which is expected to be expensed through January 2029.

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 nine months ended September 30, 2025 and 2024.

The Company did not record any excess tax benefits during the three months ended March 31, 2026 and 2025.

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Stock Warrants

On May 8, 2025 the Company consummated a public offering (the “May 2025 Offering”) of an aggregate of (i) 1,990,900 shares (the “Shares”) of Common Stock, (ii) pre-funded warrants (“Pre-Funded Warrants”) to purchase up to 4,827,280 shares of Common Stock (the “Pre-Funded Warrant Shares”), and (iii) Common Stock purchase warrants (“Common Warrants”) to purchase up to 6,818,180 shares of Common Stock (the “Common Warrant Shares”).

Each Share and associated Common Warrant to purchase one (1) Common Warrant Share was sold at a combined public offering price of $ 1.10 .

Each Pre-Funded Warrant and associated Common Warrant to purchase one (1) Common Warrant Share was sold at a combined public offering price of $ 1.099 .

On May 8, 2025, the Company consummated a public offering (the “May 2025 Offering”) of an aggregate of (i) 1,990,900 shares of Common Stock, (ii) pre-funded warrants (the “2025 Pre-Funded Warrants”) to purchase up to 4,827,280 shares of Common Stock (the “2025 Pre-Funded Warrant Shares”), and (iii) Common Stock purchase warrants (the “2025 Common Warrants”) to purchase up to 6,818,180 shares of Common Stock (the “2025 Common Warrant Shares”).

Each share of Common Stock and associated 2025 Common Warrant was sold at a combined public offering price of $ 1.10 .

Each 2025 Pre-Funded Warrant and associated 2025 Common Warrant was sold at a combined public offering price of $ 1.099 .

The Company received aggregate gross proceeds from the May 2025 Offering of approximately $ 7.5 million, before deducting placement agent fees and other offering expenses.

The Company intends to use the proceeds of the May 2025 Offering primarily for working capital and general corporate purposes, including for research and development and manufacturing scale-up and may use a portion of the proceeds to invest in or acquire other products, businesses or technologies.

Each Pre-Funded Warrant was immediately exercisable for one (1) Pre-Funded Warrant Share at an exercise price of $ 0.001 per share and will remain exercisable until such Pre-Funded Warrant is exercised in full.

Each Common Warrant has an exercise price of $ 1.10 per Common Warrant Share, is immediately exercisable, and expires five (5) years from its issuance date.

Each 2025 Pre-Funded Warrant was immediately exercisable for one (1) share of Common Stock at an exercise price of $ 0.001 per share and will remain exercisable until such 2025 Pre-Funded Warrant is exercised in full.

Each 2025 Common Warrant has an exercise price of $ 1.10 per share of Common Stock, is immediately exercisable, and expires five (5) years from its issuance date.

The exercise price of the 2025 Common Warrants and the 2025 Pre-Funded Warrants and number of shares of Common Stock issuable upon exercise will be adjusted in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events.

In the event of a fundamental transaction, as described in each of the 2025 Common Warrants and the 2025 Pre-Funded Warrants, the holders of such warrants will be entitled to receive upon exercise of their respective warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised their warrants immediately prior to such fundamental transaction.

In addition, in certain circumstances, upon a fundamental transaction, a holder of Common Warrants will have the right to require us to repurchase its Common Warrants at the Black Scholes Value;

In addition, in certain circumstances, upon a fundamental transaction, a holder of 2025 Common Warrants will have the right to require the Company to repurchase its 2025 Common Warrants at the Black Scholes Value;

provided, however, that, if the fundamental transaction is not within the Company’s control, including not approved by the Company’s board of directors, then the holder shall only be entitled to receive the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of the 2025 Common Warrant, that is being offered and paid to the holders of Common Stock in connection with the fundamental transaction.

The Common Warrants may be exercised on a cashless basis if at the time of exercise thereof there is no effective registration statement registering, or the prospectus contained therein is not available for, the issuance of the Common Warrant Shares to the holder.

The 2025 Common Warrants may be exercised on a cashless basis if at the time of exercise thereof there is no effective registration statement registering, or the prospectus contained therein is not available for, the issuance of the share of Common Stock issuable upon exercise thereof to the holder.

The 2025 Pre-Funded Warrants may be exercised on a cashless basis at any time.

2 unchanged sentences

The 2025 Common Warrants were valued on the date of grant using Black Scholes model.

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.

During the year ended December 31, 2025, all of the 2025 Pre-Funded Warrants issued in the May 2025 Offering were exercised resulting in the issuance of 4,827,280 shares of Common Stock.

During the year ended December 31, 2025, 2025 Common Warrants to purchase 6,747,280 shares of Common Stock were exercised in connection with the October 17, 2025 warrant inducement.

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 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, which had not occurred as of December 31, 2025.

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

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”).

Each Share and associated Common Warrant to purchase one (1) Common Warrant Share was sold at a combined public offering price of $ 1.75 .

Each Pre-Funded Warrant and associated Common Warrant to purchase one (1) Common Warrant Share was sold at a combined public offering price of $ 1.7499 .

The Company received aggregate gross proceeds from the September 2024 Offering of approximately $ 2.5 million, before deducting placement agent fees and other offering expenses.

The Company intends to use the proceeds of the September 2024 Offering primarily for working capital and general corporate purposes, including research and development and manufacturing scale-up and may use a portion of the proceeds to invest in or acquire other products, businesses or technologies.

Each Pre-Funded Warrant was immediately exercisable for one (1) Pre-Funded Warrant Shares at an exercise price of $ 0.0001 per share and was to remain exercisable until the Pre-Funded Warrants are exercised in full.

Each Common Warrant has an exercise price of $ 2.00 per share, is immediately exercisable for one (1) Common Warrant Share, and expires five (5) years from its issuance date.

The Shares, Pre-Funded Warrants and accompanying Common Warrants were issued separately.

The exercise price of the Common Warrants and the Pre-Funded Warrants and number of shares of Common Stock issuable upon exercise will adjust in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events.

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

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.

The Company has concluded that the Common Warrants and Pre-Funded Warrants are required to be equity classified.

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

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:

The Company received aggregate gross proceeds of approximately $ 4.4 million for the exercise of the Existing Warrants, before deducting placement agent fees of $ 356,000 and other expenses of $ 72,000 payable by the Company.

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.

The Company evaluated the facts and circumstances of the inducement transaction and concluded that the issuance of the new warrants, issued to induce the existing warrant holders to exercise their original warrants, was directly attributable to an equity issuance.

Accordingly, the Company recognized the increase in value transferred to the holders as an equity issuance cost.

The increase in value transferred to holders was measured as the difference between the fair value of the new warrants and the fair value of the original warrants at the modification date, totaling $ 5.9 million.

The increased value provided by the modification and the issuance of new warrants in excess of the gross proceeds of $ 1.5 million was accounted for as a deemed dividend and increased net loss available to common shareholders for purposes of calculating loss per share.

The Company determined the fair value of the new warrants and original warrants on the modification date through the use of a Black Scholes model.

The increase in value transferred to the holders was recognized as a decrease to additional paid in capital, which offset the recording of the new warrants, thereby resulting in no net impact to total equity.

A summary of all warrant activity for the Company for the year ended December 31, 2025 and March 31, 2026 is as follows:

Weighted Average

3 unchanged sentences

Balance at December 31, 2024

( 12,919,560 )

Balance at September 30, 2025

Balance at December 31, 2025

Balance at March 31, 2026

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 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

Series C and D Preferred Stock

On July 29, 2022, the Company closed a private placement offering pursuant to the terms of a Securities Purchase Agreement dated as of July 28, 2022 entered into with MSD Credit Opportunity Master Fund, L.P.(the “Securities Purchase Agreement”), pursuant to which the Company issued and sold 275,000 shares of the Company’s Series C Convertible Preferred Stock, par value $ 0.001 per share (the “Series C Preferred Stock”), and 100,000 shares of the Company’s Series D Convertible Preferred Stock, par value $ 0.001 per share, (the “Series D Preferred Stock,” and together with the Series C Preferred Stock, the “Preferred Stock”), at an offering price of $ 8.00 per share, for gross proceeds of approximately $ 3.0 million in the aggregate, before the deduction of discounts, fees and offering expenses.

The shares of Preferred Stock were convertible, at a conversion price (the “Conversion Price”) of $ 1.22 per share (subject in certain circumstances to adjustments), into an aggregate of 2,459,016 shares of the Company’s Common Stock, at the option of the holders of the Preferred Stock and, in certain circumstances, by the Company.

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

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”).

The purchaser of the Preferred Stock agreed in the Purchase Agreement to (i) not transfer, offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of the shares of the Preferred Stock until the earlier of the date that the authorized Common Stock Increase being proposed at the 2022 annual meeting of stockholders was effected or October 26, 2022 and (ii) vote the shares of the Series C Preferred Stock purchased in the Offering in favor of the Stockholder Items.

The authorized increase was effected prior to October 26, 2022.

Pursuant to the Securities Purchase Agreement, the Company filed certificates of designation (the “Certificates of Designation”) with the Secretary of the State of Nevada designating the rights, preferences and limitations of the shares of Series C Preferred Stock and Series D Preferred Stock.

The Certificate of Designation for the Series C Preferred Stock provides, in particular, that the Series C Preferred Stock will have no voting rights other than the right to vote as a class on the Stockholder Items (as defined therein) and the right to cast votes on an as converted to Common Stock basis on the Stockholder Items.

The Certificate of Designation for the Series D Preferred Stock provides, in particular, that the Series D Preferred Stock will have no voting rights other than the right to vote as a class on the Stockholder Items and the right to cast 20,000 votes per share of Series D Preferred Stock on the Stockholder Items and to vote the shares of the Series D Preferred Stock purchased in the Offering in the same proportion as shares of Common Stock and any other shares of capital stock of the Company that are entitled to vote thereon (excluding any shares of Common Stock that are not voted) on the Stockholder Items.

The holders of Preferred Stock were entitled to dividends, on an as-if converted basis, equal to dividends actually paid, if any, on shares of Common Stock.

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 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 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 September 30, 2025.

Net loss attributable to common stockholders for the three months ended March 31, 2026 and 2025 was $ 2.0 million and $ 4.3 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 months ended March 31, 2026 were 2,591,928 and 16,339,060 , respectively, and for the three months ended March 31, 2025 were 175,034 and 1,428,600 , respectively, because their effect is anti-dilutive.

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Common and Stock

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”).

On May 2, 2024, the Company and A.G.P./Alliance Global Partners (“A.G.P”) 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.

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.

333-279077), which was originally filed on May 2, 2024, as amended and declared effective on September 25, 2024, utilizing a prior prospectus and related prospectus supplements thereto or a newly filed registration statement on Form S-3.

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

3 unchanged sentences

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.

During the three months ended March 31, 2026, the Company sold 10,204,319 shares of the Company’s Common Stock pursuant to the ATM Sales Agreement and received net proceeds of approximately $ 2.3 million.

During the three months ended March 31, 2025, there were no shares sold under the ATM Sales Agreement.

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.

September 30, 2025

The Company incurred, and charged to interest expense, $ 16,000 and $ 12,000 during the three months ended March 31, 2026 and 2025, respectively.

March 31, 2026

December 31, 2025

1 unchanged sentence

THERICEL Loan

Loans Payable (continued)

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

A maturity analysis of the debt as of March 31, 2026 is as follows (amounts in thousands of dollars) :

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Commitments and Contingencies

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

The Company’s existing leases as of December 31, 2024 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 $ 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 .

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

During the three months ended March 31, 2026 the Company renewed the lease for a term of five years resulting in an increase to the ROU asset and lease liability of $ 1.3 million.

Operating lease costs are presented as part of general and administrative expenses in the condensed consolidated statements of operations, and for the three months ended March 31, 2026 and 2025 approximated $ 190,000 and $ 155,000 , respectively.

For the three months ended March 31, 2026 and 2025, cash paid for amounts included in the measurement of operating liabilities was $ 177,000 and $ 166,000 , respectively.

As of March 31, 2026 and 2025, the weighted-average remaining lease term for the Company’s leases was 4.4 and 2.3 years, respectively.

As of March 31, 2026 and 2025, the weighted-average discount rate for the Company’s leases was 12.63 % and 10.36 %, respectively.

A maturity analysis of the Company’s operating leases as of March 31, 2026 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

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Commitments and Contingencies – (continued)

2 unchanged sentences

The Company and its third-party contract manufacturers, contract research organizations, and clinical sites may also face disruptions in procuring items that are essential to the Company’s research and development activities, including, for example, medical and laboratory supplies used in its clinical trials or preclinical studies, in each case, that are sourced from abroad or for which there are shortages.

In addition, tariffs imposed on or by countries where the Company conducts its research and development or where the Company obtains supplies could impact the prices it pays for goods and services.

Further, although the Company has not experienced any material adverse effects on business due to increasing inflation, it has raised operating costs for many businesses and, in the future, could impact demand or pricing manufacturing of its drug candidates or services providers, foreign exchange rates or employee wages.

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.

The invasion of Ukraine by Russia, the war in the Middle East, and the retaliatory measures that have been taken, or could be taken in the future, by the United States, NATO, and other countries have created global security concerns that could result in a regional conflict and otherwise have a lasting impact on regional and global economies, any or all of which could disrupt the Company’s supply chain, and despite the fact that it currently does not plan any clinical trials in Eastern Europe or the Middle East, may adversely impact the cost and conduct of R&D, manufacturing, and international clinical trials of its product candidates.

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

The invasion of Ukraine by Russia, the war in the Middle East, and the retaliatory measures that have been taken, or could be taken in the future, by the United States, NATO, and other countries have created global security concerns that could result in a regional conflict and otherwise have a lasting impact on regional and global economies, any or all of which could disrupt the Company’s supply chain, and despite the fact that it currently does not plan any clinical trials in Eastern Europe, may adversely impact the cost and conduct of R&D, manufacturing, and international clinical trials of its product candidates.

Related Party

On December 14, 2023, the Company approved the retention of MaryAnn Shallcross, the wife of Steven Shallcross, as Director of Clinical Operations, for compensation of $ 152,000 , a bonus of $ 70,000 and the grant of an option to purchase 3,000 shares of Common Stock having a value of $ 30,000 .

During the year ended December 31, 2023, the Company had $ 145,000 in compensation expense related to Mrs.

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 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.

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

During the three months ended March 31, 2025, the Company had $ 39,000 in compensation expense related to Ms.

Shallcross was one of the seven employees whose employment was terminated in connection with the Company’s workforce reduction announced on September 30, 2025.

License Agreements

On February 18, 2026 the Company entered into the Rasayana License Agreement, whereby the Company granted Rasayana an exclusive worldwide license with the right to grant sublicenses to Research, Develop, Manufacture and Commercialize (as such terms are defined in the Rasayana License Agreement) any Product (as such term is defined in the Rasayana License Agreement), which includes SYN-020, an oral formulation of the recombinant intestinal alkaline phosphatase enzyme, comprising, containing, or covered by the Licensed IP (as such term is defined in the Rasayana License Agreement) and/or devised, developed, or produced using the Licensed IP.

Pursuant to the terms of the Rasayana License Agreement, Rasayana will assume all responsibility and costs for the Development and Commercialization of the Products.

Under the terms of the Rasayana License Agreement, the Company received an upfront payment of Three Hundred Thousand Dollars ($ 300,000 ) from Rasayana on the effective date of the Rasayana License Agreement.

In addition, during the Royalty Term (as such term is defined in the Rasayana License Agreement), the Company is entitled to receive tiered royalties ranging from low to mid single digits on net sales of a Product.

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

License Agreements – (continued)

The Company will also be entitled to receive a certain percentage of any Sublicense Revenue (as such term is defined in the Rasayana License Agreement) received by Rasayana or its affiliates.

Under the terms and conditions of the Rasayana License Agreement, Rasayana has agreed to use Commercially Reasonable Efforts (as such term is defined in the Rasayana License Agreement) to meet certain specified Development milestones.

The term of the Rasayana License Agreement commenced on the effective date of the Rasayana License Agreement and continues on a country-by-country basis until the expiration of the Royalty Term.

If either the Company or Rasayana materially breaches any material obligation under the Rasayana License Agreement and does not cure such breach, the non-breaching party may terminate the Rasayana License Agreement in its entirety;

provided that if such breach is capable of being cured but cannot be cured within such sixty ( 60 ) day period and the breaching party initiates actions to cure such breach within such period and thereafter diligently pursues such actions, the breaching party shall have one additional period of sixty ( 60 ) days to cure such breach.

Either party may also terminate the Rasayana License Agreement, upon written notice, if the other party has an Insolvency Event (as such term is defined in the Rasayana License Agreement).

Rasayana has the right to terminate the Rasayana License Agreement for any or no reason upon ninety ( 90 ) days’ written notice to the Company, including but not limited to instances in which the outcome of a clinical trial is adverse and/or unsatisfactory to Rasayana (in its reasonable discretion).

If Rasayana suspends all material Development efforts with respect to all Products for a period of one hundred and eighty ( 180 ) days, or fails to use Commercially Reasonable Efforts to achieve any of the Development milestones by the applicable deadline), then the Company may terminate the Rasayana License Agreement upon ninety ( 90 ) days prior written notice to Rasayana, unless Rasayana resumes material Development efforts within such period.

Upon a termination the rights granted under the Rasayana License Agreement terminate and revert irrevocably to the Company.

Subsequent Events

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”).

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.

The Company has evaluated events through the date these financial statements were filed and determined there are no subsequent events that require disclosure.

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