What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-11 compared with 2025-05-14 · 205 added, 169 removed, 453 unchanged (45% of the section changed)

4 unchanged sentences

(In thousands except share and par value amounts)

March 31, 2025

June 30, 2025

December 31, 2024

14 unchanged sentences

Accrued expenses

Contingent consideration, current portion

Accrued employee benefits

13 unchanged sentences

10,000,000 authorized;

none issued or outstanding at March 31, 2025 and December 31, 2024

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

Common stock, $ 0.001 par value;

350,000,000 shares authorized, 2,811,259 issued and 2,782,449 outstanding at March 31, 2025 and 2,811,259 issued and 2,782,449 outstanding at December 31, 2024

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

Additional paid-in capital

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

Accumulated other comprehensive loss

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

Accumulated other comprehensive income (loss)

Accumulated deficit

6 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

Interest income

Interest income, net

Total Other Income

Net Loss before income taxes

Income tax benefit

15 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

Common Stock $0.001 Par Value

4 unchanged sentences

Stock-based compensation

Foreign currency exchange gains (losses)

Foreign currency exchange losses

Balance at March 31, 2024

Stock-based compensation

Stock issued under “at-the-market” offering

Foreign currency exchange losses

Series C Preferred Stock conversion to Common

Balance at June 30, 2024

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:

1 unchanged sentence

Stock-based compensation

Goodwill impairment

Change in fair value of contingent consideration

8 unchanged sentences

Net Cash Used In Operating Activities

Cash Flows from Investing Activities

Purchase of property and equipment

Net Cash Used in Investing Activities

1 unchanged sentence

Tax credit receivable

Proceeds from issuance of common stock

Proceeds from issuance of common stock for warrant exercises

Payment of loans payable

Proceeds from issuance ATM offering, net of issuance costs

Proceeds from long term debt

1 unchanged sentence

Effects of exchange rate changes on cash and cash equivalents

Net 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

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

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

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

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

20 unchanged sentences

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 2024 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, 2024 filed on March 6, 2025 (the “2024 Form 10-K”).

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

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

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

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

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

1 unchanged sentence

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

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

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

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

2 unchanged sentences

The Company believes that the accounting estimates employed are appropriate and the resulting balances are reasonable;

however, due to the inherent uncertainties in making estimates, actual results may differ from the original estimates,

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

requiring adjustments to these balances in future periods.

As of March 31, 2025, the Company has one operating segment (which includes the legacy Company business and the VCN business) and therefore one reporting segment.

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

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

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, 2025, the Company had an accumulated deficit of approximately $ 339 million.

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

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

The Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise additional debt and equity capital.

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

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

6 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, 2025 the Company had cash and cash equivalents of approximately $ 10.0 million.

Based upon the Company’s current business plans, management believes that the Company’s current cash on hand of $ 14.1 million in early May 2025 will be sufficient to fully execute its plans into the first quarter of 2026.

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

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

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

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

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

The Company 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.

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

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.

Potential sources of financing include strategic relationships, public or private sales of equity (including through its Amended and Restated At The Market Issuance Sales Agreement, dated February 9, 2021, as amended by Amendment No.

1 thereto, dated May 3, 2021, as further amended by Amendment No.

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

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

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

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Going Concern (continued)

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

5 unchanged sentences

● 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;

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

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

Going Concern – (continued)

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

11 unchanged sentences

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

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

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

1 unchanged sentence

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

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Summary of Significant Accounting Policies (continued)

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

5 unchanged sentences

If development is terminated or abandoned, the Company may have a full or partial impairment charge related to the IPR&D assets, calculated as the excess of carrying value of the IPR&D assets over fair value.

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Summary of Significant Accounting Policies – (continued)

During the period that the assets are considered indefinite-lived, they are tested for impairment on an annual basis on October 1, or more frequently if the Company becomes aware of any events occurring or changes in circumstances that could indicate an impairment.

2 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, 2025 and 2024.

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

Contingent Consideration

14 unchanged sentences

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

No impairment charges were recorded during the three months ended March 31, 2025 and 2024.

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

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Summary of Significant Accounting Policies – (continued)

Research and Development Tax Credits

6 unchanged sentences

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

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Summary of Significant Accounting Policies – (continued)

Recent Accounting Pronouncements and Developments

15 unchanged sentences

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, 2025.

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

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

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

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

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

R&D (in thousands)

1 unchanged sentence

Effects of exchange rates

Balance at March 31, 2025

There were no impairment charges recorded during the three months ended March 31, 2025 and 2024.

Balance at June 30, 2025

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

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Fair Value of Financial Instruments

11 unchanged sentences

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

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

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.

Fair Value of Financial Instruments – (continued)

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

Additionally, the Company received an unsecured loan of € 1.3 million (approximately $ 1.4 million) as a lump sum payment on January 17, 2025 which bears interest at a rate of 4.015 % from the National Knowledge Transfer Program of the Spanish government’s Ministry of Science, Innovation & Universities (See Note 12) The carrying value of the loans payable approximate fair value and are classified under level 2.

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

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

4 unchanged sentences

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

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

As a result of achieving the primary survival and safety endpoints in the Phase 2b clinical trial, the Company is obligated to pay Grifols $ 6 million.

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

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

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 $ 7.0 million as of March 31, 2025 and is reflected as contingent consideration, current portion of $ 1.3 million and non-current contingent consideration liability of $ 5.7 million.

During the three months ended March 31, 2025 and 2024, the Company recognized in operating expense a $ 21,000 and $ 202,000 , 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, 2025 and 2024.

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, 2025 and December 31, 2024:

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

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

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

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

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Fair Value of Financial Instruments – (continued)

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

(in thousands)

1 unchanged sentence

Change in fair value

Balance at March 31, 2025

Reclassification of amounts to accrued expenses due to milestone being achieved

Balance at June 30, 2025

Contingent consideration, current portion

Contingent consideration, net of current portion

Balance at March 31, 2025

Balance at June 30, 2025

(in thousands)

5 unchanged sentences

Balance at December 31, 2024

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

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

As of March 31, 2025

As of June 30, 2025

Contingent consideration

3 unchanged sentences

Total liabilities

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Fair Value of Financial Instruments – (continued)

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

As of March 31, 2025

As of June 30, 2025

Weighted Average

35 unchanged sentences

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

During the quarter ended June 30, 2024, the Company

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

completed the certification and applied for direct reimbursement for its qualifying research and development expenses incurred in the year ended December 31, 2023.

During the quarter ended June 30, 2024, the Company completed the certification and applied for direct reimbursement for its qualifying research and development expenses incurred in the year ended December 31, 2023.

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

4 unchanged sentences

During the three months ending March 31, 2025 and 2024 the Company recorded $ 409,000 and $ 223,000 , respectively as a reduction in research and development expense.

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

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

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

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Selected Balance Sheet Information

2 unchanged sentences

Prepaid insurance

Prepaid clinical research organizations

Prepaid consulting, subscriptions and other expenses

VAT receivable

Prepaid clinical research organizations

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

5 unchanged sentences

accumulated depreciation and amortization

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Accrued expenses (in thousands)

Milestone due to Grifols

Accrued clinical consulting services

5 unchanged sentences

Accrued vacation expense

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Stock-Based Compensation

4 unchanged sentences

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

As of March 31, 2025, there were 7,670 options issued and outstanding under the 2010 Stock Plan.

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

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

1 unchanged sentence

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

The number of shares authorized for awards under the 2020 Stock Plan was increased such that 2,500,000 shares were authorized as of March 31, 2025.

As of March 31, 2025, there were 167,364 options issued and outstanding under the 2020 Stock Plan.

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

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

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, 2025 and 2024.

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

Exercise price

Expected dividends

Expected volatility

Risk free interest rate

Expected life of option (years)

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

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

1 unchanged sentence

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

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

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

3 unchanged sentences

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

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Stock-Based Compensation – (continued)

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

5 unchanged sentences

● annually over three years,

Stock-Based Compensation – (continued)

● one-third immediate vesting and the remaining annually over two years,

4 unchanged sentences

● monthly over three years.

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

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

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

Weighted Average

3 unchanged sentences

Balance - December 31, 2024

Balance - March 31, 2025 - outstanding

Balance - March 31, 2025 - exercisable

Grant date fair value of options granted – year ended December 31, 2024

Weighted average grant date fair value – year ended December 31, 2024

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, 2025 and 2024 was $ 84,000 and $ 106,000 , 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, 2025 and 2024 was $ 16,000 and $ 54,000 , respectively.

As of March 31, 2025, total unrecognized stock-based compensation expense related to stock options was $ 495,000 , which is expected to be expensed through September 2026.

Balance - June 30, 2025 -outstanding

Balance - June 30, 2025 -exercisable

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

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

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Stock-Based Compensation – (continued)

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

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

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

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

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

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, 2025 and 2024.

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

Stock Warrants

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

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

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

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

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

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

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

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

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

The exercise price of

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

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

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

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

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

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

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

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

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

Theriva Biologics, Inc.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

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

Stock Warrants (continued)

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

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

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

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

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

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

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

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

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

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

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

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

3 unchanged sentences

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

During the three months ended March 31, 2025 and 2024 there were zero Common Warrants exercised and as of December 31, 2024, 510,000 Pre-Funded warrants were exercised.

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

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

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Stock Warrants (continued)

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

Weighted Average

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Balance at December 31, 2024

Balance at March 31, 2025

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

( 4,287,374 )

Balance at June 30, 2025

Net Loss per Share

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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, 2025 and 2024 was $ 4.3 million and $ 5.2 million, respectively.

The number of options and warrants for the purchase of Common Stock that were excluded from the computations of net loss per common share for the three months ended March 31, 2025 were 175,034 and 1,428,600 , respectively, and for the three months ended March 31, 2024 were 175,034 and 0 , respectively, because their effect is anti-dilutive.

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

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

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

Common and Preferred Stock

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

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Common and Preferred Stock (continued)

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

6 unchanged sentences

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

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Common and Preferred Stock – (continued)

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

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

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

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

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

There are no shares of Series C Preferred Stock outstanding as of March 31 31, 2025.

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

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

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

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

There are no shares of Series D Preferred stock outstanding as of March 31, 2025.

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

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Loans Payable

As a result of the acquisition of VCN, the Company acquired interest-free or below-market interest rates loans ( 0 %- 1 %) extended by Spanish governmental institutions of Ministerio de Ciencia, Innovacion y Universidades (RETOS loan) and ACC10 Generalitat de Catalunya (NEBT loan).

As a result of the Acquisition of VCN, the Company acquired interest-free or below-market interest rate loans ( 0 %- 1 %) extended by Spanish governmental institutions of Ministerio de Ciencia, Innovacion y Universidades (RETOS loan) and ACC10 Generalitat de Catalunya (NEBT loan).

The maturities of these loans are between 2024 and 2028.

As a result of the VCN Acquisition, the Company maintains a restricted cash collateral account of $ 100,000 relating to the RETOS loan, which is reflected as a non-current asset on the balance sheet.

As a result of the Acquisition, the Company maintains a restricted cash collateral account of $ 46,000 relating to the RETOS loan, which is reflected as a non-current asset on the balance sheet.

During September 2024, the Company announced that its THERICEL project had been awarded € 2.28 million (approximately $ 2.54 million) from the National Knowledge Transfer Program of the Spanish government’s Ministry of Science, Innovation & Universities to support a collaboration between the Company and the Universitat Autònoma de Barcelona (“UAB”) to advance the Company’s THERICEL suspension cell platform for the clinical manufacture of adenovirus- and adeno-associated virus (“AAV”) therapies.

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.

March 31, 2025

June 30, 2025

December 31, 2024

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THERICEL Loan

A maturity analysis of the debt as of March 31, 2025 is as follows (amounts in thousands of dollars) :

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

A maturity analysis of the debt as of June 30, 2025 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, 2025 for its U.S.

and Spanish facilities are classified as operating leases.

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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, 2025 and 2024 approximated $ 155,000 and $ 158,000 , respectively.

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

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, 2025 is as follows (amounts in thousands of dollars) :

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Commitments and Contingencies (continued)

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

Future undiscounted cash flow for the years ending December 31,

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

In addition, tariffs imposed by countries where we conduct our research and development or where we obtain supplies could impact the prices we pay for goods and services Further, although the Company has not experienced any material adverse effects on business due to increasing inflation, it has raised operating costs for many businesses and, in the future, could impact demand or pricing manufacturing of its drug candidates or services providers, foreign exchange rates or employee wages.

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

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

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

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.

Theriva Biologics, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

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

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

Related Party

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

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

Subsequent Events

On April 29, 2025, the Company granted options to purchase 25,000 shares of Common Stock to each non-executive director, each option so granted (1) to have as a grant date of April 29, 2025;

(2) have an exercise price equal to the fair market value of the Corporation’s Common Stock on the date of grant;

(3) vest pro rata on a monthly basis over a twelve month period commencing May 1, 2025;

(4) have a seven (7) year term from the grant date;

(5) be evidenced by one of the forms of Stock Option Agreement approved by the Committee or the Board;

(6) such grant and any related transaction to be exempt from Section 16b of the Securities Exchange Act by virtue of Rule 16b-3.Also, on April 29, 2025, the Company granted options to Steven A.

Shallcross to purchase 190,000 shares of Common Stock (1) have as a grant date the date that these resolutions are adopted the Board;

(2) have an exercise price equal to the fair market value of the Corporation’s Common Stock on the date of grant;

(3) vest pro rata on a monthly basis over a three year period commencing May 1, 2025;

(4) have a seven year term from the grant date;

(5) be evidenced by one of the forms of Stock Option Agreement approved by the Committee or the Board;

(6) be an incentive option to the extent permitted;

and (7) such grant and any related transaction to be exempt from Section 16b of the Securities Exchange Act by virtue of Rule 16b-3.

Additionally, on April 29, 2025, the Company granted options to employees to purchase 706,500 shares of Common Stock (1) have as a grant date the date that these resolutions are adopted the Board;

(2) have an exercise price equal to the fair market value of the Corporation’s Common Stock on the date of grant;

(3) vest pro rata on a monthly basis over a three year period commencing May 1, 2025;

(4) have a seven year term from the grant date;

(5) be evidenced by one of the forms of Stock Option Agreement approved by the Committee or the Board;

and(6) be an incentive option to the extent permitted.

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

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

Theriva Biologics, Inc.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

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

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

Each Pre-Funded Warrant and associated Common Warrant to purchase one (1) Common Warrant Share was sold at a combined public offering price of $ 1.099 .The Company received aggregate gross proceeds from the Offering of approximately $ 7.5 million, before deducting placement agent fees and other offering expenses.

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

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

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

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

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

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

Subsequent Events

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

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

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

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