What changed in this filing

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Item 1. Financial Statements

2026-08-11 compared with 2026-05-05 · 216 added, 131 removed, 563 unchanged (38% of the section changed)

FINANCIAL STATEMENTS (UNAUDITED)

FINANCIAL STATEMENTS

Theriva Biologics, Inc.

2 unchanged sentences

(In thousands except share and par value amounts)

March 31, 2026

June 30, 2026

December 31, 2025

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Common stock, $ 0.001 par value;

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

350,000,000 shares authorized, 45,921,478 issued and 45,892,668 outstanding at June 30, 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 March 31, 2026 and at December 31, 2025

Treasury stock at cost, 28,810 shares at June 30, 2026 and at December 31, 2025

Accumulated other comprehensive loss

7 unchanged sentences

(In thousands, except share and per share amounts)

For the Three Months Ended March 31,

For the three months ended June 30,

For the six months ended June 30,

License Revenue

4 unchanged sentences

Loss from Operations

Other Income:

Other Income/Expense:

Foreign currency exchange (loss) gain

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Weighted average number of shares outstanding during the period - Basic and Dilutive

Gain (loss) on foreign currency translation

(Loss) gain on foreign currency translation

Total comprehensive loss

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Stock issued under “at-the-market” offering

Foreign currency exchange gains (losses)

Foreign currency exchange losses

Balance at March 31, 2026

Stock-based compensation

Foreign currency exchange gains

Balance at June 30, 2026

Common Stock $0.001 Par Value

4 unchanged sentences

Stock-based compensation

Foreign currency exchange gains (losses)

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

See accompanying notes to unaudited condensed consolidated financial statements.

3 unchanged sentences

(In thousands)

For the Three Months Ended March 31,

For the Six Months Ended June 30,

Cash Flows From Operating Activities:

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Net Cash Used in Investing Activities

Purchase of property and equipment

Net Cash Used in Investing Activities

Cash Flows from Financing Activities:

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Payment of loans payable

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

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

Proceeds from issuance of common stock

Proceeds from issuance of common stock for warrant exercises

Proceeds from long term debt

2 unchanged sentences

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

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

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

Cash, 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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(“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.

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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 2025 Form 10-K.

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, 2025 filed with the SEC on March 12, 2026 (the “2025 Form 10-K”).

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

2 unchanged sentences

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

As of March 31, 2026, the Company has one operating segment (which includes the legacy Company business and the VCN business) and therefore one reporting segment.

As of June 30, 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 March 31, 2026, the Company had an accumulated deficit of approximately $ 360.8 million.

The Company continues to incur losses and, as of June 30, 2026, the Company had an accumulated deficit of approximately $ 364 million.

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

Management has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued.

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

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

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

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.

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

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

At June 30, 2026, the Company had cash and cash equivalents of approximately $ 11.3 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, 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.

The Company anticipates its current cash will allow it to cover overhead costs, commence an approved Phase 2a study in metastatic PDAC patients evaluating more frequent VCN-01 dosing for a longer period, conduct exploratory VCN-01 (zabilugene almadenorepvec) manufacturing scale-up activities, complete regulatory interactions regarding a proposed pivotal clinical trial of VCN-01 in retinoblastoma, and undertake 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 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 commencement of a 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 Phase 2a clinical program 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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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.

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

Theriva Biologics, Inc.

1 unchanged sentence

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)

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● the progress of the development efforts of parties with whom the Company has entered into research and development agreements and amount of funding received from partners and collaborators;

● its ability to maintain current research and development licensing arrangements and to establish new research and development and licensing arrangements;

● the Company’s ability to establish new research and development and licensing arrangements;

● the Company’s ability to achieve its milestones under licensing arrangements;

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The Company may need to obtain additional funds sooner or in greater amounts than it currently anticipates.

If the Company raises funds by selling additional shares of common stock or other securities convertible into common stock, the ownership interest of the existing stockholders will be diluted.

If the Company raises funds by selling additional shares of its common stock, par value $ 0.001 per share (the “Common Stock”) or other securities convertible into Common Stock, the ownership interest of the existing stockholders will be diluted.

If the Company is not able to obtain financing when needed, it may be unable to carry out its business plan.

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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

32 unchanged sentences

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.

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

The Company held $ 45,000 and $ 58,000 of assets in the United States on June 30, 2026 and December 31, 2025, respectively.

The Company held $ 129,000 and $ 164,000 of assets in Spain on June 30, 2026 and December 31, 2025, respectively.

Theriva Biologics, Inc.

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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.

No impairment charges were recorded during the three and six months ended June 30, 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 months ended March 31, 2026 and 2025.

No impairment charges were recorded during the three and six months ended June 30, 2026 and 2025.

Theriva Biologics, Inc.

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

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

The program provides for reimbursement of certain expenses incurred in research and development efforts the Company incurs in the European Union.

The program provides for certain limits on the types and amounts of expenses and requires participants to complete a certification and apply for the refund annually.

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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”).

As a result of the Acquisition of Theriva S.L., 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.

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

The following table provides the Company’s in-process R&D as of June 30, 2026.

R&D (in thousands)

1 unchanged sentence

Effects of exchange rates

Balance at March 31, 2026

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

Balance at June 30, 2026

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

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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.

The Company recognized the $ 300,000 upfront payment as revenue during the six months ended June 30, 2026, at the point in time when 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.

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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.

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

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

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

Pursuant to the terms of the share purchase agreement that the Company entered into in connection with the Acquisition of VCN, the Company is 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.

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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.

$ 500,000 was paid in August 2025, $ 500,000 was paid in December 2025, and the remaining $ 5.0 million payment has been 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 $ 10.0 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:

The fair value of the contingent consideration was $ 9.8 million as of June 30, 2026 and is reflected as contingent consideration, current portion of $ 2.6 million and non-current contingent consideration liability of $ 7.2 million.

During the three months ended June 30, 2026 and 2025, the Company recognized a decrease in operating expense of $ 212,000 and an increase of $ 9.2 million, respectively, fair value adjustment increase to contingent consideration.

During the six months ended June 30, 2026 and 2025, the Company recognized a decrease in operating expense of $ 185,000 and an increase of $ 9.2 million, respectively, fair value adjustment to contingent consideration.

There were no transfers in or out of the level 3 liabilities during the three and six months ended June 30, 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 June 30, 2026 and December 31, 2025:

(in thousands)

1 unchanged sentence

Change in fair value

Balance at March 31, 2026

Balance at June 30, 2026

Contingent consideration, current portion

Contingent consideration, net of current portion

Balance at March 31, 2026

Balance at June 30, 2026

(in thousands)

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

As of March 31, 2026

As of June 30, 2026

Contingent consideration

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

As of March 31, 2026

As of June 30, 2026

Weighted Average

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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 the Company conducts in Spain.

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

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

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GAAP, elected to account for the grant by analogizing to the guidance provided by International Accounting Standards (“IAS”) 20, Accounting for Government Grants and Disclosure of Government Assistance.

Accordingly, the Company recognized a tax credit receivable of $ 3.4 million related to amounts that had been approved by the Spanish government and a corresponding deferred research and development tax credit current portion of $ 1.7 million and a deferred research and development tax credit non-current portion of $ 815,000 as it was determined that amounts became probable of being received upon the receipt of the approval.

Accordingly, the Company recognized a tax credit receivable of $ 3.4 million related to amounts that had been approved by the Spanish government.

At June 30, 2026, the Company recorded a corresponding deferred research and development tax credit current portion of $ 1.2 million and a deferred research and development tax credit non-current portion of $ 396,000 as it was determined that amounts became probable of being received upon the receipt of the approval.

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.

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.

During the three months ending June 30, 2026 and 2025 the Company recorded $ 414,000 and $ 442,000 , respectively, as a reduction in research and development expense.

During the six months ending June 30, 2026 and 2025, the Company recorded $ 831,000 and $ 851,000 , 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)

Prepaid consulting, subscriptions and other expenses

Prepaid insurance

Prepaid consulting, subscriptions and other expenses

VAT receivable

Prepaid clinical research organizations

Stock sales receivable

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

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Selected Balance Sheet Information – (continued)

Property and equipment, net (in thousands)

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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.

During the six months ended June 30, 2026 and the year ended December 31, 2025 the Company recognized depreciation expense of $ 48,000 and $ 108,000 respectively.

Accrued expenses (in thousands)

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Total accrued expenses

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Selected Balance Sheet Information – (continued)

Accrued employee benefits (in thousands)

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

As of March 31, 2026, there were 5,893 options issued and outstanding under the 2010 Stock Plan.

As of June 30, 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.

Only options were issued under the plan.

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Stock-Based Compensation – (continued)

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 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.

The number of shares authorized for awards under the 2020 Stock Plan was increased in August 2025, such that 4,500,000 shares were authorized as of June 30, 2026.

As of June 30, 2026, there were 2,570,159 options issued and outstanding under the 2020 Stock Plan.

Only options have been issued under the 2020 Stock Plan.

In the event of an employee’s termination, the Company will cease to recognize compensation expense for that employee.

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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, 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:

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

The assumptions used for the six months ended June 30, 2026 and 2025 included:

Exercise price

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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.

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● one-half immediate vesting and the remaining over nine months,

● one-quarter immediate vesting and the remaining over three years,

● one-quarter immediate vesting and the remaining over 33 months,

● monthly over one year, and

● monthly over three years.

Theriva Biologics, Inc.

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Stock-Based Compensation – (continued)

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

● one-quarter immediate vesting and the remaining over three years,

● one-quarter immediate vesting and the remaining over 33 months,

● monthly over one year, and

● monthly over three years.

A summary of stock option activity for the six months ended June 30, 2026 and the year ended December 31, 2025 is as follows:

Weighted Average

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Balance - December 31, 2025

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

Balance - June 30, 2026 -outstanding

Balance - June 30, 2026 -exercisable

Grant date fair value of options granted – six months ended June 30, 2026

Weighted average grant date fair value - six months ended June 30, 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 months ended March 31, 2026 and 2025.

Stock-based compensation expense for the three months ended June 30, 2026 and 2025 included in general and administrative expenses and research and development expenses relating to stock options issued to employees was $ 113,000 and $ 139,000 , respectively.

Stock-based compensation expense for the three months ended June 30, 2026 and 2025 included in general and administrative expenses and research and development expenses relating to stock options issued to consultants was $ 22,000 and $ 34,000 , respectively.

Stock-based compensation expense for the six months ended June 30, 2026 and 2025 included in general and administrative expenses and research and development expenses relating to stock options issued to employees was $ 217,000 and $ 223,000 , respectively.

Stock-based compensation expense for the six months ended June 30, 2026 and 2025 included in general and administrative expenses and research and development expenses relating to stock options issued to consultants was $ 53,000 and $ 50,000 , respectively.

Theriva Biologics, Inc.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

Stock-Based Compensation – (continued)

As of June 30, 2026, total unrecognized stock-based compensation expense related to stock options was $ 693,000 , 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 six months ended June 30, 2026 and 2025.

Stock Warrants

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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.

The exercise price of the 2025 Common 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.

The exercise price of the 2025 Pre-Funded Warrants and number of shares of Common Stock issuable upon exercise was adjustable 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 in the case of the 2025 Common Warrants and were entitled in the case of the 2025 Pre-Funded Warrants 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 2025 Common Warrants will have the right to require the Company to repurchase its 2025 Common Warrants at the Black Scholes Value;

1 unchanged sentence

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.

A holder of the 2025 Common Warrants and the 2025 Pre-Funded Warrants (together with its affiliates) may not exercise any portion of the 2025 Common Warrant or 2025 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 2025 Common Warrants or 2025 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.

A holder of the 2025 Common Warrants (together with its affiliates) may not exercise any portion of the 2025 Common 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 2025 Common 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 2025 Common Warrants and 2025 Pre-Funded Warrants are required to be equity classified.

2 unchanged sentences

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.

2 unchanged sentences

Stock Warrants – (continued)

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.

7 unchanged sentences

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:

A summary of all warrant activity for the Company for the year ended December 31, 2025 and the six months ended June 30, 2026 is as follows:

Weighted Average

5 unchanged sentences

Balance at December 31, 2025

Balance at March 31, 2026

Balance at June 30, 2026

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

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 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

Net loss attributable to common stockholders for the three and six months ended June 30, 2026 and was $ 3.2 million and $ 5.3 million, respectively.

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

The number of options and warrants for the purchase of Common Stock that were excluded from the computations of net loss per common share for the three and six months ended June 30, 2026 were 2,576,052 and 16,339,060 , respectively, and for the three and six months ended June 30, 2025 were 1,126,430 and 8,786,686 , respectively, because their effect is anti-dilutive.

At-the-Market Issuance Sales Agreement

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.

6 unchanged sentences

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

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.

During the six months ended June 30, 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 six months ended June 30, 2025, there were no shares sold under the ATM Sales Agreement.

During the three months ended June 30, 2026 and 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.

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

THERICEL Loan

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

Theriva Biologics, Inc.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

Loans Payable – (continued)

The Company incurred, and charged to interest expense, $ 17,000 and $ 33,000 during the three and six months ended June 30, 2026, respectively.

During the three and six months ended June 30, 2025 the Company incurred, and charged to interest expense, $ 16,000 and $ 28,000 , respectively.

June 30, 2026

December 31, 2025

THERICEL Loan

A maturity analysis of the debt as of June 30, 2026 is as follows (amounts in thousands of dollars) :

Commitments and Contingencies

The Company’s existing leases as of December 31, 2024 for its U.S.

The Company’s existing leases as of June 30, 2026 for its U.S.

and Spanish facilities are classified as operating leases.

5 unchanged sentences

On the closing date of the Acquisition, a sublease was executed for Theriva S.L.

to lease research and office facilities at a new location in Parets del Valles (Barcelona) from the former owner of Theriva S.L.

to lease research and office facilities at a new location in Parets del Vallès (Barcelona) from the former owner of Theriva S.L.

This lease was executed for an initial term to begin in January 2023 until October 2026, with an option to renew for an additional five years .

1 unchanged sentence

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

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) :

During the six months ended June 30, 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 and six months ended June 30, 2026 approximated $ 173,000 and $ 337,000 , respectively, and for the three and six months ended June 30, 2025 approximated $ 162,000 and $ 323,000 , respectively.

For the three months ended June 30, 2026 and 2025, cash paid for amounts included in the measurement of operating liabilities was $ 184,000 and $ 165,000 , respectively, and $ 361,000 and $ 331,000 for the six months ended June 30, 2026 and 2025, respectively.

As of June 30, 2026 and 2025, the weighted-average remaining lease term for the Company’s leases was 4.2 and 2.1 years, respectively.

As of June 30, 2026 and 2025, the weighted-average discount rate for the Company’s leases was 12.72 % and 10.21 %, respectively.

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Commitments and Contingencies – (continued)

A maturity analysis of the Company’s operating leases as of June 30, 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)

Risks and Uncertainties

4 unchanged sentences

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.

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.

Related Party

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.

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

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

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

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

License Agreements

4 unchanged sentences

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.

8 unchanged sentences

Subsequent Events

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

The Company has evaluated events through the date these financial statements were filed and determined there are no subsequent events that require disclosure, except as set forth below:

2026 Annual Meeting of Stockholders

On August 3, 2026, at the Company’s 2026 Annual Meeting of Stockholders, its stockholders approved, among other things:

(i) the issuance of up to an aggregate of 16,184,560 shares of Common Stock upon the exercise of the New Warrants, and (ii) an amendment to the 2020 Stock Plan to increase the number of shares of Common Stock that the Company will have authority to grant under the 2020 Stock Plan to 6,500,000 shares of Common Stock.

Accordingly, the New Warrants to purchase 16,184,560 shares of Common Stock at $ 0.54 per share became exercisable and will expire on August 3, 2031 and the aggregate number of shares of Common Stock that the Company will have authority to grant under the 2020 Stock Plan is 6,500,000 shares of Common Stock, pursuant to Amendment No.

4 to the 2020 Stock Plan.

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Subsequent Events – (continued)

Shallcross Amended and Restated Employment Agreement

On August 10, 2026, the Company entered into an Amended and Restated Employment Agreement with Mr.

Shallcross (the “Amended and Restated Shallcross Employment Agreement”), which replaced and superseded the employment agreement that the Company entered into with Mr.

Shallcross on March 3, 2025 in its entirety.

The Amended and Restated Shallcross Employment Agreement has a stated term of two years from the date of execution of such agreement (the “Employment Term”) and provides for Mr.

Shallcross to serve as the Company’s President, Chief Executive Officer and Chief Financial Officer.

Shallcross does not receive additional compensation for service as the Company’s director.

Pursuant to the Amended and Restated Shallcross Employment Agreement, Mr.

Shallcross is entitled to an annual base salary of $ 687,562 , subject to review and adjustment from time to time by the Board (or a committee thereof) in its sole discretion, but which may not be decreased.

Shallcross is also eligible to receive an annual cash performance bonus of up to fifty percent ( 50 %) of his annual base salary and payable based upon the Board's assessment of Mr.

Shallcross’ performance and the Company’s attainment of targeted goals as set by the Board in its sole discretion, as well as discretionary annual equity awards pursuant to the Company’s incentive equity plans.

The Amended and Restated Shallcross Employment Agreement also contains confidentiality obligations and invention assignments, as well as non-competition and non-solicitation provisions, which are applicable during the Employment Term and for the one-year period thereafter.

The Amended and Restated Shallcross Employment Agreement provides that if Mr.

Shallcross’ employment is terminated for any reason, he or his estate as the case may be, will be entitled to receive the unpaid base salary through the date of termination and accrued vacation, any unpaid annual bonus earned with respect to any calendar year ending on or preceding the date of termination, reimbursement for any unreimbursed expenses incurred through the date of termination, and all other payments and benefits to which Mr.

Shallcross may be entitled under the terms of any applicable compensation arrangement or benefit, equity or perquisite plan or program or grant (the “Accrued Amounts”).

Upon termination due to Disability (as such term is defined in the Amended and Restated Shallcross Employment Agreement) or death, Mr.

Shallcross or his estate shall be entitled to exercise any vested equity awards for a period equal to the shorter of:

(i) six (6) months after termination, or (ii) the remaining term of the awards.

Shallcross’ employment is terminated by the Company for Cause (as such term is defined in the Amended and Restated Shallcross Employment Agreement) or by Mr.

Shallcross without Good Reason, Mr.

Shallcross shall be entitled to receive any Accrued Amounts only.

Shallcross’ employment is terminated by the Company without Cause (and not due to Disability or death) or by Mr.

Shallcross for Good Reason (as such term is defined in the Amended and Restated Shallcross Employment Agreement), then, subject to him executing a general release in form acceptable to the Company that becomes effective, in addition to paying the Accrued Amounts, (a) the Company will continue to pay his then current base salary for a period of twelve (12) months following the termination date, (b) the Company will pay the COBRA premiums necessary to continue health insurance coverage under COBRA, if such coverage is timely elected by Mr.

Shallcross, for him and his covered dependents until the earliest of twelve (12) months following the termination date, the date Mr.

Shallcross becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment, or the date Mr.

Shallcross ceases to be eligible for COBRA continuation coverage for any reason, and (c) all unvested stock options and other equity awards shall immediately vest and he shall be entitled to exercise any such vested equity awards for a period equal to the shorter of:

(1) twenty-four (24) months after termination, or (2) the remaining term of the awards.

In addition, Mr.

Shallcross will be eligible to receive a pro-rata portion of his annual bonus, as determined by the Board of Directors, for the performance year in which the termination occurs.

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Subsequent Events – (continued)

Upon the occurrence of a Change in Control (as such term is defined in the Amended and Restated Shallcross Employment Agreement), all unvested stock options and other equity awards shall immediately vest (and any equity awards subject to the satisfaction of performance goals shall be deemed earned at not less than target performance) and the time period that Mr.

Shallcross will have to exercise all vested stock options and other awards shall be equal to the shorter of:

(i) twenty-four (24) months after termination, or (ii) the remaining term of the awards.

If within eighteen (18) months after the occurrence of a Change in Control, Mr.

Shallcross terminates his employment for Good Reason or the Company terminates Mr.

Shallcross’ employment without Cause, Mr.

Shallcross will be entitled to receive:

(i) the portion of his base salary for periods prior to the effective date of termination accrued but unpaid (if any);

(ii) all unreimbursed expenses (if any);

(iii) an aggregate amount (the “Change in Control Severance Amount”) equal to two (2) times the sum of his base salary plus an amount equal to the bonus that would be payable if the target level performance were achieved under the Company’s annual bonus plan (if any) in respect of the fiscal year during which the termination occurs (or the prior fiscal year if bonus levels have not yet been established for the year of termination);

and (iv) a payment equal to twenty-four (24) times the monthly COBRA premium for Mr.

Shallcross and his eligible dependents (at the rate in effect for Mr.

Shallcross’ coverage at the time of his termination), subject to him executing a general release in form acceptable to the Company that becomes effective.

An amount equal to $500,000 shall be allocated from the Change in Control Severance Amount as, and deemed, a payment to Mr.

Shallcross in exchange for Mr.

Shallcross’ covenant not to compete.

Upon the termination of employment for Good Reason by Mr.

Shallcross or upon the involuntary termination of employment by the Company for any reason other than death, Disability or Cause, in either case within eighteen (18) months after the occurrence of a Change in Control, the Company shall also provide, for the period of two (2) consecutive years commencing on the date of such termination of employment, medical, dental, life and disability insurance coverage for Mr.

Shallcross and the members of his family that are not less favorable to Mr.

Shallcross than the group medical, dental, life and disability insurance coverage carried by the Company for Mr.

Shallcross and the members of his family at the time of termination, subject to him executing a general release in form acceptable to the Company that becomes effective.

The Change in Control Severance Amount is to be paid in a lump sum if the Change in Control event constitutes a “change in the ownership” or a “change in the effective control” of the Company or a “change in the ownership of a substantial portion of a corporation's assets” (each within the meaning of Section 409A of the Internal Revenue Code (“Section 409A”)), or in 48 substantially equal payments, if the Change in Control event does not so comply with Section 409A.

Option Award Amendments

On July 24, 2026, the Board of Directors approved, upon recommendation of the Compensation Committee, amendments to all option agreements for the Company’s directors and U.S.

employees, as well as the option agreements for all unvested options issued to the Company’s Spanish employees, to provide for accelerated vesting of options upon the execution of a definitive agreement for a merger.

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