What changed in this filing

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Item 1. Financial Statements

2024-08-13 compared with 2024-05-07 · 126 added, 77 removed, 504 unchanged (29% of the section changed)

4 unchanged sentences

(In thousands except share and par value amounts)

March 31, 2024

June 30, 2024

December 31, 2023

34 unchanged sentences

Common stock, $ 0.001 par value;

350,000,000 shares authorized, 17,868,282 issued and 17,148,049 outstanding at March 31, 2024 and 17,868,282 issued and 17,148,049 outstanding at December 31, 2023

350,000,000 shares authorized, 23,113,391 issued and 22,393,158 outstanding at June 30, 2024 and 17,868,282 issued and 17,148,049 outstanding at December 31, 2023

Additional paid-in capital

Treasury stock at cost, 720,233 shares at March 31, 2024 and at December 31, 2023

Treasury stock at cost, 720,233 shares at June 30, 2024 and at December 31, 2023

Accumulated other comprehensive (loss) income

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,

Operating Costs and Expenses:

1 unchanged sentence

Research and development

Goodwill impairment

Total Operating Costs and Expenses

Loss from Operations

Other Income:

Other Income/Expense:

Foreign currency exchange (loss) gain

1 unchanged sentence

Total Other Income

Net Loss before income taxes

Income tax benefit

2 unchanged sentences

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

(Loss) gain (loss) on foreign currency translation

(Loss) gain on foreign currency translation

Total comprehensive loss

12 unchanged sentences

Balance at March 31, 2024

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

Common Stock $0.001 Par Value

4 unchanged sentences

Stock-based compensation

Foreign currency exchange gains

Translation gains

Balance at March 31, 2023

Stock-based compensation

Stock issued under “at-the-market” offering

Translation gains(loss)

Balance at June 30, 2023

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:

2 unchanged sentences

Income tax benefit

Goodwill impairment

Change in fair value of contingent consideration

13 unchanged sentences

Payment of loans payable

Net Cash used in Financing Activities

Proceeds from issuance ATM offering, net of issuance costs

Net Cash provided by Financing Activities

Effects of exchange rate changes on cash and cash equivalents

7 unchanged sentences

Supplemental non-cash investing and financing activities:

Conversion of Series C Preferred Stock to Common Shares

Right of use assets obtained in exchange for lease liabilities

22 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, 2024, 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, 2024, 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, 2024, the Company had an accumulated deficit of approximately $ 314.5 million.

The Company continues to incur losses and, as of June 30, 2024, the Company had an accumulated deficit of approximately $ 322.8 million.

These factors raise substantial doubt about the Company’s ability to continue as a going concern.

7 unchanged sentences

Going Concern – (continued)

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

The Company does not have sufficient capital to fund its operations beyond the date that is twelve months from the date of the filing of this Quarterly Report on Form 10-Q .

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.

2 unchanged sentences

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

At March 31, 2024, the Company had cash and cash equivalents of approximately $ 18.3 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 through December 31, 2024 and into first quarter 2025.

At June 30, 2024, the Company had cash and cash equivalents of approximately $ 16.6 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 second quarter of 2025.

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

The Company anticipates its current cash will allow it to cover overhead costs, manufacturing costs for clinical supply, commercial scale up costs and limited research efforts, including completing its funding requirements for its ongoing current trials for VCN-01 and the on-going testing of SYN-004 (ribaxamase).

The Company anticipates its current cash will allow it to cover overhead costs, manufacturing costs for near-term clinical supply and limited research efforts, including completing its funding requirements for its ongoing current trials for VCN-01.

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.

1 unchanged sentence

Potential sources of financing include strategic relationships, public or private sales of equity (including through its at the market offering sales agreement (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, or at all.

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.

21 unchanged sentences

Summary of Significant Accounting Policies

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.

Such estimates and assumptions impact, among others, the following:

the estimated useful lives for property and equipment, research and development costs, business combinations, contingent consideration, fair value of long-lived assets, valuation of goodwill and in process research and development, warrants, preferred stock and stock options granted for services or compensation, respectively, and the valuation allowance for deferred tax assets due to continuing and expected future operating losses.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events.

Accordingly, actual results could differ from those estimates.

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 2023 Form 10-K.

7 unchanged sentences

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

No impairment charges were recorded during the three months ended March 31, 2024 and 2023.

The Company tests the carrying amounts of goodwill for recoverability on an annual basis on October 1 or more frequently if events or changes in circumstances indicate that the asset might be impaired.

3 unchanged sentences

If the fair value estimate is less than the carrying value, goodwill is considered impaired for the amount by which the carrying amount exceeds the reporting unit’s fair value, and a charge is reported in impairment of goodwill in the Company’s consolidated statements of operations.

The key assumptions used to value the reporting unit include estimates of future cash flows, the discount rate applicable and those future cash flow periods, and the implied control premium.

No impairment charges were recorded during the three months ended March 31, 2024 and 2023.

The key assumptions used to value the reporting unit include estimates of future cash flows, the discount rate applicable and those future cash flow periods, and

Theriva Biologics, Inc.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

the implied control premium.

Summary of Significant Accounting Policies – (continued)

14 unchanged sentences

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

No impairment charges were recorded during the three months ended March 31, 2024 and 2023.

No impairment charges were recorded during the three and six months ended June 30, 2024 and 2023.

Research and Development Tax Credits

11 unchanged sentences

The ASU is effective for annual reporting periods after December 15, 2023 and interim periods within those annual periods and early adoption is permitted in annual reporting periods ending after December 15, 2020.

The Company has adopted ASU 2020-06 on January 1, 2022.

The Company adopted ASU 2020-06 on January 1, 2022.

The ASU impacted the analysis of the accounting treatment for the issuance of Convertible Preferred Series C & D stock during the third quarter, specifically the cash conversion and beneficial conversion features.

17 unchanged sentences

Goodwill and Intangibles

The following table provides the Company’s Goodwill as of March 31, 2024.

The following table provides the Company’s Goodwill as of June 30, 2024.

Goodwill (in thousands)

Balance at December 31, 2023

Goodwill impairment

Effects of exchange rates

Balance at March 31, 2024

The following table provides the Company’s in-process R&D as of March 31, 2024.

Balance at June 30, 2024

The following table provides the Company’s in-process R&D as of June 30, 2024.

R&D (in thousands)

1 unchanged sentence

Effects of exchange rates

Balance at March 31, 2024

There were no impairment charges recorded during the three months ended March 31, 2024 and 2023.

Balance at June 30, 2024

During the quarter ended June 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 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.

The Company concluded that the IPR&D was not impaired as of June 30, 2024, however, goodwill with a carrying value of $ 5.5 million was written down to its estimated fair value of $ 1.5 million and an impairment charge of $4.0 million was recorded during the quarter ended June 30, 2024.

Theriva Biologics, Inc.

21 unchanged sentences

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 $ 6.5 million as of March 31, 2024 and is all reflected as non-current contingent consideration liability.

During the three months ended March 31, 2024 and 2023, the Company recognized in operating expense a $ 202,000 and $ 135,000 , 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, 2024 and 2023.

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, 2024:

The fair value of the contingent consideration was $ 6.2 million as of June 30, 2024 and is all reflected as non-current contingent consideration liability.

During the three months ended June 30, 2024 and 2023, the Company recognized in operating expense a $ 275,000 decrease and $ 432,000 increase, respectfully, fair value adjustment to contingent consideration.

During the six months ended June 30, 2024 and 2023, the Company recognized in operating expense a $ 73,000 decrease and $ 568,000 increase, respectfully, fair value adjustment to contingent consideration There were no transfers in or out of the level 3 liabilities during the six months ended June 30, 2024 and 2023.

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, 2024:

(in thousands)

13 unchanged sentences

Change in fair value

Balance at March 31, 2024

Balance at June 30, 2024

Contingent consideration, current portion

Contingent consideration, net of current portion

Balance at March 31, 2024

Balance at June 30, 2024

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

As of March 31, 2024

As of June 30, 2024

Contingent consideration

4 unchanged sentences

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, 2024

As of June 30, 2024

Weighted Average

28 unchanged sentences

Notes to Condensed Consolidated Financial Statements

The Company measures certain non-financial assets on a non-recurring basis, including goodwill and in-process R&D.

As a result of those measurements, during the year ended June 30, 2024, goodwill with a total carrying value of $ 5.5 million was written down and an impairment charge of $4.0 million was recorded.

This analysis 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.

The fair value of our reporting unit was determined using an income approach that utilizes a discounted cash flow model.

The discounted cash flow models are dependent upon our estimates of future cash flows and other factors.

Our estimates of future cash flows are based on a comprehensive product by product forecast over a period which covers Phase 1 to approval and 15 years of commercialized revenue and involve assumptions concerning (i) future operating performance, including research and development costs through approval of the drug, the future addressable market, future sales, long-term growth rates, operating margins, allocation and timing of cash flows and the probability of achieving the estimated cash flows and (ii) future economic conditions, all which may differ from actual future cash flows.

Assumptions related to future operating performance are based on management’s annual and ongoing budgeting, forecasting and planning processes and represent our best estimate of the future results of our operations as of a point in time.

These estimates are subject to many assumptions, such as the economic environments in which we operate, demand for the products and competitor actions.

Estimated future cash flows are discounted to present value using a market participant, weighted average cost of capital, which considers the risk inherent in the probability adjusted future cash flows from each product.

The financial and credit market volatility directly impacts certain inputs and assumptions used to develop the weighted average cost of capital such as the risk-free interest rate, industry beta, debt interest rate and our market capital structure.

These assumptions are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy.

The use of different inputs and assumptions could increase or decrease our estimated discounted future cash flows, the resulting estimated fair values and the amounts of related goodwill impairments, if any.

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Research and Development Tax Credits

12 unchanged sentences

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

During the three months ending March 31, 2024 the Company recorded $ 223,000 as a reduction in research and development expense.

During the three and six months ending June 30, 2024 the Company recorded $ 221,000 and 444,000 , respectively, as a reduction in research and development expense.

Selected Balance Sheet Information

1 unchanged sentence

Prepaid manufacturing expenses

Prepaid clinical research organizations

Prepaid insurance

Prepaid consulting, subscriptions and other expenses

Prepaid insurance

Prepaid clinical research organizations

VAT receivable

20 unchanged sentences

Stock Incentive Plans

On March 20, 2007, the Company’s Board of Directors approved the 2007 Stock Incentive Plan (the “2007 Stock Plan”) for the issuance of up to 7,143 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.

This plan was approved by the stockholders on November 2, 2007.

The exercise price of stock options under the 2007 Stock Plan was determined by the compensation committee of the Board of Directors and could be equal to or greater than the fair market value of the Company’s common stock on the date the option is granted.

As of March 31, 2024, there were 86 options issued and outstanding under the 2007 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 November 2, 2010, the Board of Directors and stockholders adopted the 2010 Stock Incentive Plan (“2010 Stock Plan”) for the issuance of up to 8,572 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.

2 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 March 31, 2024, there were 198,540 options issued and outstanding under the 2010 Stock Plan.

As of June 30, 2024, there were 195,782 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 400,000 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 options was increased such that 7,000,000 were authorized as of December 31, 2022.

As of March 31, 2024, there were 4,177,155 options issued and outstanding under the 2020 Stock Plan.

As of June 30, 2024, there were 4,173,502 options issued and outstanding under the 2020 Stock Plan.

Only options have been issued under the plan.

4 unchanged sentences

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

There were no options granted during the three months ended March 31, 2024 and 2023.

There were no options granted during the six months ended June 30, 2024 and 2023.

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.

23 unchanged sentences

● monthly over three years.

A summary of stock option activity for the three months ended March 31, 2024 and the year ended December 31, 2023 is as follows:

A summary of stock option activity for the six months ended June 30, 2024 and the year ended December 31, 2023 is as follows:

Weighted Average

3 unchanged sentences

Balance - December 31, 2023

Balance - March 31, 2024 - outstanding

Balance - March 31, 2024 - exercisable

Balance - June 30, 2024 - outstanding

Balance - June 30, 2024 - exercisable

Grant date fair value of options granted – year ended December 31, 2023

4 unchanged sentences

Stock-Based Compensation – (continued)

Stock-based compensation expense included in general and administrative expenses and research and development expenses relating to stock options issued to employees for the three months ended March 31, 2024 and 2023 was $ 106,000 and $ 83,000 , 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 March 31, 2024 and 2023 was $ 54,000 and $ 43,000 , respectively.

As of March 31, 2024, total unrecognized stock-based compensation expense related to stock options was $ 1.1 million, which is expected to be expensed through May 2026.

Stock-based compensation expense included in general and administrative expenses and research and development expenses relating to stock options issued to employees for the three months ended June 30, 2024 and 2023 was $ 118,000 and $ 102,000 , respectively.

Stock-based compensation expense included in general and administrative expenses and research and development expenses relating to stock options issued to consultants for the three months ended June 30, 2024 and 2023 was $ 54,000 and $ 44,000 , respectively.

Stock-based compensation expense included in general and administrative expenses and research and development expenses relating to stock options issued to employees for the six months ended June 30, 2024 and 2023 was $ 224,000 and $ 184,000 , respectively.

Stock-based compensation expense included in general and administrative expenses and research and development expenses relating to stock options issued to consultants for the six months ended June 30, 2024 and 2023 was $ 108,000 and $ 88,000 , respectively.

As of June 30, 2024, total unrecognized stock-based compensation expense related to stock options was $ 934,000 million, which is expected to be expensed through May 2026.

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, 2024 and 2023.

The Company did not record any excess tax benefits during the three and six months ended June 30, 2024 and 2023.

Stock Warrants

18 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, 2024 and 2023 was $ 5.2 million and $ 4.5 million, respectively.

The number of options and warrants for the purchase of common stock that were excluded from the computations of net loss per common share for the three months ended March 31, 2024 were 4,375,781 and 0 , respectively, and for the three months ended March 31, 2023 were 2,295,469 and 634,426 , respectively, because their effect is anti-dilutive

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

Net loss attributable to common stockholders for the three and six months ended June 30, 2023 was $ 5.1 million and $ 9.6 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, 2024 were 4,369,284 and 0 , respectively, and for the three and six months ended June 30, 2023 were 2,284,336 and 634,426 , respectively, because their effect is anti-dilutive

Common and Preferred Stock

16 unchanged sentences

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

In order to comply with Section 122 of the NYSE American Company Guide, on August 9, 2022 the Company and the holder of the Company’s Series C preferred stock and Series D preferred stock amended the Securities Purchase Agreement entered into between them on July 28, 2022 to provide that the holder may only submit 1,549,295 of the votes relating to the Series C Preferred Stock that it would otherwise be entitled to vote.

Riley Securities Sales Agreement

On August 5, 2016, the Company entered into the Sales Agreement (the “Original Sales Agreement”) with FBR Capital Markets & Co.

During May 2024, the Company issued 888,072 shares of its common stock upon the conversion effected on such date by the holder of 135,431 shares of its Series C Convertible Preferred Stock at a conversion price of $ 1.22 per share.

As a result of the conversion the Company reduced the Series C Stock $ 988,000 and increased Common Stock $ 1,000 and Additional Paid in Capital $ 987,000 .

At Market Issuance Sales Agreement

On May 2, 2024, the “Company and A.G.P./Alliance Global Partners (“AGP”) entered into Amendment No.

2 (“Amendment No.

2”) to that certain Amended and Restated Sales Agreement among the Company, AGP and FBR Capital Markets & Co.

(now known as B.

Riley Securities) to act as a sales agent, which agreement was amended and restated on February 9, 2021 to add Alliance Global Partners as a sales agent.

The amended and restated Sales Agreement (the “Amended and Restated Sales Agreement”) enables the Company to offer and sell shares of common stock from time to time through B.

Riley Securities) dated as of February 9, 2021, as amended by Amendment No.

1 thereto dated May 3, 2021 (the “Sales Agreement”), pursuant to which the Company may offer and sell, from time to time, at its option, shares of the Company’s common stock, par value $ 0.001 per share (the “Common Stock”), through A.G.P./Alliance Global Partners, as sales agent, in an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”).

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

333-255726) utilizing a prior prospectus and related prospectus supplements thereto or a newly filed registration statement on Form S-3 once it has been declared effective under the Securities Act.

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

Riley Securities, Inc.

and A.G.P./Alliance Global Partners as the Company’s sales agent.

Sales of common stock under the Sales Agreement are made in sales deemed to be “at-the-market” equity offerings as defined in Rule 415 promulgated under the Securities Act.

The sales agents are entitled to receive a commission rate of up to 3.0 % of gross sales in connection with the sale of the Common Stock sold on the Company’s behalf.

During the three months ended March 31, 2024 and 2023, there were no sales of the Company’s common stock through the Original Sales Agreement or the Amended and Restated Sales Agreement.

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

Riley Securities, Inc.

would no longer be a party to the Sales Agreement.

During the three and six months ended June 30, 2024, the Company sold through the At Market Issuance Sales Agreement and the Amended and Restated Sales Agreement approximately 4.4 million shares of the Company’s common stock and received net proceeds of approximately $ 1.8 million.

During the three and six months ended June 30, 2023, the Company sold through the At Market Issuance Sales Agreement and the Amended and Restated Sales Agreement approximately 1.9 million shares of the Company’s common stock and received net proceeds of approximately $ 2.2 million.

Loans Payable

2 unchanged sentences

As a result of the VCN Acquisition, the Company maintains a restricted cash collateral account of $ 99,000 relating to the RETOS loan, which is reflected as a non-current asset on the balance sheet.

March 31, 2024

June 30, 2024

December 31, 2023

A maturity analysis of the debt as of March 31, 2024 is as follows (amounts in thousands of dollars) :

A maturity analysis of the debt as of June 30, 2024 is as follows (amounts in thousands of dollars) :

Theriva Biologics, Inc.

2 unchanged sentences

Commitments and Contingencies

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

The Company’s existing leases as of June 30, 2024 for its U.S.

and Spanish facilities are classified as operating leases.

10 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 for the three months ended March 31, 2024 and 2023 approximated $ 158,000 and $ 144,000 , respectively.

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, 2024 approximated $ 158,000 and $ 315,000 , respectively and $ 158,000 and $ 303,000 the three and six months ended June 30, 2023, 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 March 31, 2024 is as follows (amounts in thousands of dollars) :

A maturity analysis of the Company’s operating leases as of June 30, 2024 is as follows (amounts in thousands of dollars) :

Future undiscounted cash flow for the years ending December 31,

16 unchanged sentences

On December 14, 2023 the Company approved the retention of MaryAnn Shallcross for compensation of $ 152,000 , a bonus of $ 70,000 and the grant of an option to purchase 75,000 shares of common stock having a value of $ 30,000 .

During the three months ended March 31, 2024, Ms.

Shallcross had $ 38,000 in compensation expense.

During the three and six months ended June 30, 2024, we paid compensation to Ms.

Shallcross of $ 38,000 and $ 76,000 , respectively.

Subsequent events

On July 30, 2024 The Company received notice from the U.S.

Food and Drug Administration (FDA) that it had been granted Rare Pediatric Drug Designation (RPDD) for VCN-01 for the treatment of retinoblastoma.

VCN-01, the Company’s lead product candidate, is a systemic, selective, stroma-degrading oncolytic adenovirus.

Previously, the FDA granted orphan drug designation to VCN-01 for treatment of retinoblastoma.

On July 30, 2024, the Company received a notice of conversion from the holder of shares of its Series C Convertible Preferred Stock to convert the 135,431 shares of Series C Convertible Preferred Stock into 888,072 shares of the Company’s common stock at a conversion price of $ 1.22 per share.

On July 31, 2024 the Company sold through the At Market Issuance Sales Agreement and the Amended and Restated Sales Agreement approximately 1.8 million shares of the Company’s common stock and received net proceeds of approximately $ 0.5 million.

The Company previously had an option-license agreement with Massachusetts General Hospital to develop SYN-020 in several potential indications related to inflammation and gut barrier dysfunction.

however, this expired in July 2024.

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