Theriva Biologics, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) Theriva Biologics, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (In thousands except share and par value amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2025 December 31, 2024 Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ Current Assets ​ ​ Cash and cash equivalents ​ $ 12,120 ​ $ 11,609 Tax credit receivable ​ ​ 1,722 ​ ​ 3,228 Prepaid expenses and other current assets ​ 901 ​ ​ 1,444 Total Current Assets ​ 14,743 ​ ​ 16,281 ​ ​ ​ ​ ​ ​ ​ Non-Current Assets ​ ​ ​ ​ ​ ​ Property and equipment, net ​ 258 ​ ​ 270 Restricted cash ​ ​ 46 ​ ​ 96 Right of use asset ​ ​ 1,077 ​ ​ 1,272 In-process research and development ​ 19,624 ​ ​ 17,358 Deposits and other assets ​ 82 ​ ​ 75 Total Assets ​ $ 35,830 ​ $ 35,352 ​ ​ ​ ​ ​ ​ ​ Liabilities and Stockholders’ Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current Liabilities: ​ ​ ​ Accounts payable ​ $ 607 ​ $ 859 Accrued expenses ​ 9,017 ​ ​ 3,368 Accrued employee benefits ​ 759 ​ ​ 1,144 Deferred research and development tax credit-current portion ​ ​ 1,343 ​ ​ 1,614 Loans payable-current ​ ​ 56 ​ ​ 61 Operating lease liability-current portion ​ 612 ​ ​ 539 Total Current Liabilities ​ 12,394 ​ ​ 7,585 ​ ​ ​ ​ ​ ​ ​ Non-current Liabilities ​ ​ ​ ​ ​ ​ Non-current contingent consideration ​ ​ 10,160 ​ ​ 6,973 Loan Payable - non-current ​ ​ 1,639 ​ ​ 92 Non-current deferred research and development tax credit ​ ​ 430 ​ ​ 762 Non-current operating lease liability ​ ​ 584 ​ ​ 873 Total Liabilities ​ 25,207 ​ ​ 16,285 ​ ​ ​ ​ ​ ​ ​ Commitments and Contingencies (Note 13) ​ ​ ​ ​ Stockholders’ Equity: ​ ​ ​ Preferred Stock; 10,000,000 authorized; none issued or outstanding at June 30, 2025 and December 31, 2024 ​ ​ — ​ ​ — Common stock, $ 0.001 par value; 350,000,000 shares authorized, 9,088,042 issued and 9,059,232 outstanding at June 30, 2025 and 2,811,259 issued and 2,782,449 outstanding at December 31, 2024 ​ 8 ​ ​ 3 Additional paid-in capital ​ 362,463 ​ ​ 355,501 Treasury stock at cost, 28,809 shares at June 30, 2025 and at December 31, 2024 ​ ​ ( 288 ) ​ ​ ( 288 ) Accumulated other comprehensive income (loss) ​ ​ 793 ​ ​ ( 1,178 ) Accumulated deficit ​ ( 352,353 ) ​ ​ ( 334,971 ) Total Stockholders’ Equity ​ 10,623 ​ ​ 19,067 ​ ​ ​ ​ ​ ​ ​ Total Liabilities and Stockholders’ Equity ​ $ 35,830 ​ $ 35,352 ​ See accompanying notes to unaudited condensed consolidated financial statements. ​ 3 Table of Contents Theriva Biologics, Inc. and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Loss (In thousands, except share and per share amounts) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended June 30, For the six months ended June 30, ​ 2025 2024 2025 2024 Operating Costs and Expenses: ​ ​ ​ ​ General and administrative ​ ​ 11,179 ​ ​ 1,467 ​ ​ 12,628 ​ ​ 3,401 Research and development ​ 1,953 ​ ​ 2,953 ​ ​ 4,921 ​ ​ 6,412 Goodwill impairment ​ ​ — ​ ​ 4,068 ​ ​ — ​ ​ 4,068 Total Operating Costs and Expenses ​ 13,132 ​ ​ 8,488 ​ ​ 17,549 ​ ​ 13,881 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss from Operations ​ ( 13,132 ) ​ ​ ( 8,488 ) ​ ​ ( 17,549 ) ​ ​ ( 13,881 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Income/Expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign currency exchange (loss) gain ​ ​ 20 ​ ​ ( 1 ) ​ ​ 17 ​ ​ ( 2 ) Interest income, net ​ 54 ​ ​ 173 ​ ​ 150 ​ ​ 402 Total Other Income ​ 74 ​ ​ 172 ​ ​ 167 ​ ​ 400 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Loss ​ ​ ( 13,058 ) ​ ​ ( 8,316 ) ​ ​ ( 17,382 ) ​ ​ ( 13,481 ) Income tax benefit ​ ​ — ​ ​ — ​ ​ — ​ ​ — Net Loss Attributable to Common Stockholders ​ $ ( 13,058 ) ​ $ ( 8,316 ) ​ $ ( 17,382 ) ​ $ ( 13,481 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Loss Per Share - Basic and Dilutive ​ $ ( 1.93 ) ​ $ ( 10.72 ) ​ $ ( 3.64 ) ​ $ ( 18.45 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average number of shares outstanding during the period - Basic and Dilutive ​ 6,752,953 ​ ​ 775,736 ​ ​ 4,778,669 ​ ​ 730,826 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Loss ​ ​ ( 13,058 ) ​ ​ ( 8,316 ) ​ ​ ( 17,382 ) ​ ​ ( 13,481 ) Gain (loss) on foreign currency translation ​ ​ 1,317 ​ ​ ( 172 ) ​ ​ 1,971 ​ ​ ( 741 ) Total comprehensive loss ​ $ ( 11,741 ) ​ $ ( 8,488 ) ​ $ ( 15,411 ) ​ $ ( 14,222 ) ​ ​ See accompanying notes to unaudited condensed consolidated financial statements. ​ 4 Table of Contents Theriva Biologics, Inc. and Subsidiaries Condensed Consolidated Statements of Stockholder’s Equity (In thousands, except share and par value amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock $0.001 Par Value ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Other ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ Paid-in ​ Accumulated ​ Comprehensive ​ ​ ​ ​ Stockholders’ ​ Shares Amount Capital Deficit income Treasury Stock Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2024 ​ 2,811,259 ​ $ 3 ​ $ 355,501 ​ $ ( 334,971 ) ​ $ ( 1,178 ) ​ $ ( 288 ) ​ $ 19,067 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-based compensation ​ — ​ ​ — ​ ​ 100 ​ ​ — ​ ​ — ​ ​ — ​ ​ 100 Foreign currency exchange gains ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 654 ​ ​ — ​ ​ 654 Net loss ​ — ​ ​ — ​ ​ — ​ ​ ( 4,324 ) ​ ​ — ​ ​ — ​ ​ ( 4,324 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at March 31, 2025 ​ 2,811,259 $ 3 $ 355,601 $ ( 339,295 ) $ ( 524 ) ​ $ ( 288 ) ​ $ 15,497 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-based compensation ​ — ​ ​ — ​ ​ 173 ​ ​ — ​ ​ — ​ ​ — ​ ​ 173 Issuance of Common Stock and Warrants, net of issuance costs ​ 1,990,900 ​ ​ 2 ​ ​ 6,688 ​ ​ — ​ ​ — ​ ​ — ​ ​ 6,690 Conversion of Warrants to Common ​ 4,285,883 ​ ​ 3 ​ ​ 1 ​ ​ — ​ ​ — ​ ​ — ​ ​ 4 Foreign currency exchange gains ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,317 ​ ​ — ​ ​ 1,317 Net loss ​ — ​ ​ — ​ ​ — ​ ​ ( 13,058 ) ​ ​ — ​ ​ — ​ ​ ( 13,058 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at June 30, 2025 ​ 9,088,042 ​ $ 8 ​ $ 362,463 ​ $ ( 352,353 ) ​ $ 793 ​ $ ( 288 ) ​ $ 10,623 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock $0.001 Par Value ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Other ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ Paid-in ​ Accumulated ​ Comprehensive ​ ​ ​ ​ Stockholders’ ​ Shares Amount Capital Deficit income Treasury Stock Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2023 ​ 715,028 ​ $ 1 ​ $ 346,536 ​ $ ( 309,318 ) ​ $ 32 ​ $ ( 288 ) ​ $ 36,963 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-based compensation ​ — ​ ​ — ​ ​ 160 ​ ​ — ​ ​ — ​ ​ — ​ ​ 160 Foreign currency exchange losses ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 569 ) ​ ​ — ​ ​ ( 569 ) Net loss ​ — ​ ​ — ​ ​ — ​ ​ ( 5,165 ) ​ ​ — ​ ​ — ​ ​ ( 5,165 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at March 31, 2024 ​ 715,028 $ 1 $ 346,696 $ ( 314,483 ) $ ( 537 ) ​ $ ( 288 ) ​ $ 31,389 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-based compensation ​ — ​ ​ — ​ ​ 172 ​ ​ — ​ ​ — ​ ​ — ​ ​ 172 Stock issued under “at-the-market” offering ​ 174,281 ​ ​ — ​ ​ 1,839 ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,839 Foreign currency exchange losses ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 172 ) ​ ​ — ​ ​ ( 172 ) Series C Preferred Stock conversion to Common ​ 35,523 ​ ​ — ​ ​ 988 ​ ​ — ​ ​ — ​ ​ — ​ ​ 988 Net loss ​ — ​ ​ — ​ ​ — ​ ​ ( 8,316 ) ​ ​ — ​ ​ — ​ ​ ( 8,316 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at June 30, 2024 ​ 924,832 ​ $ 1 ​ $ 349,695 ​ $ ( 322,799 ) ​ $ ( 709 ) ​ $ ( 288 ) ​ $ 25,900 ​ See accompanying notes to unaudited condensed consolidated financial statements. ​ ​ 5 Table of Contents Theriva Biologics, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Six Months Ended June 30, ​ 2025 2024 Cash Flows From Operating Activities: ​ ​ Net loss ​ $ ( 17,382 ) ​ $ ( 13,481 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ ​ ​ Stock-based compensation ​ 273 ​ ​ 332 Goodwill impairment ​ — ​ 4,068 Change in fair value of contingent consideration ​ 9,173 ​ ​ ( 73 ) Non-cash lease expense ​ ​ 249 ​ ​ 199 Depreciation ​ 53 ​ ​ 77 Deferred research and development tax credit ​ ​ ( 851 ) ​ ​ ( 444 ) Changes in operating assets and liabilities: ​ ​ ​ ​ Prepaid expenses and other current assets ​ 615 ​ ​ 1,018 Accounts payable ​ ( 301 ) ​ ​ 179 Accrued expenses ​ ( 602 ) ​ ​ 564 Accrued employee benefits ​ ( 427 ) ​ ​ ( 538 ) Operating lease liability ​ ( 268 ) ​ ​ ( 234 ) Net Cash Used In Operating Activities ​ ( 9,468 ) ​ ​ ( 8,333 ) ​ ​ ​ ​ ​ ​ ​ Cash Flows from Investing Activities ​ ​ ​ ​ Purchase of property and equipment ​ ​ ( 16 ) ​ ​ ( 1 ) Net Cash Used in Investing Activities ​ ​ ( 16 ) ​ ​ ( 1 ) ​ ​ ​ ​ ​ ​ ​ Cash Flows from Financing Activities ​ ​ ​ ​ Tax credit receivable ​ ​ 1,798 ​ ​ — Proceeds from issuance of common stock ​ ​ 6,690 ​ ​ — Proceeds from issuance of common stock for warrant exercises ​ ​ 4 ​ ​ — Payment of loans payable ​ ​ ( 67 ) ​ ​ ( 67 ) Proceeds from issuance ATM offering, net of issuance costs ​ ​ — ​ ​ 1,840 Proceeds from long term debt ​ ​ 1,458 ​ ​ — Net Cash provided by Financing Activities ​ ​ 9,883 ​ ​ 1,773 ​ ​ ​ ​ ​ ​ ​ Effects of exchange rate changes on cash and cash equivalents ​ ​ 62 ​ ​ ( 26 ) Net increase (decrease) in cash and cash equivalents and restricted cash ​ ​ 461 ​ ​ ( 6,587 ) Cash, cash equivalents and restricted cash at the beginning of this period ​ 11,705 ​ ​ 23,279 Cash, cash equivalents and restricted cash at the end of this period ​ $ 12,166 ​ $ 16,692 ​ ​ ​ ​ ​ ​ ​ Reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated balance sheet ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 12,120 ​ $ 16,593 Restricted cash included in other long-term assets ​ ​ 46 ​ ​ 99 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows ​ $ 12,166 ​ $ 16,692 ​ ​ ​ ​ ​ ​ ​ ​ See accompanying notes to unaudited condensed consolidated financial statements. ​ ​ 6 Table of Contents Theriva Biologics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) ​ 1. Organization, Nature of Operations and Basis of Presentation Description of Business Theriva Biologics, Inc. (the “Company” or “Theriva Biologics”) is a diversified clinical-stage company developing therapeutics in areas of high unmet need. As a result of the acquisition in March 2022 of Theriva Biologics S.L. (“VCN”, formerly known as VCN Biosciences, S.L.) (the “Acquisition”), described in more detail below, the Company transitioned its strategic focus to oncology through the development of VCN’s new oncolytic adenovirus platform designed for intravenous and intravitreal delivery to trigger tumor cell death, to improve access of co-administered cancer therapies to the tumor, and to promote a robust and sustained anti-tumor response by the patient’s immune system. Prior to the Acquisition, the Company’s focus was on developing therapeutics designed to treat gastrointestinal (GI) diseases in areas which included its clinical development candidates: (1) SYN-004 (ribaxamase) which is designed to degrade certain commonly used intravenous (IV) beta-lactam antibiotics within the GI tract to prevent microbiome damage thereby preventing overgrowth and infection by pathogenic organisms such as Clostridioides difficile infection (CDI), and vancomycin resistant Enterococci (VRE), and reducing the incidence and severity of acute graft-versus-host-disease (aGVHD) in allogeneic hematopoietic cell transplant (HCT) recipients, and (2) SYN-020, a recombinant oral formulation of the enzyme intestinal alkaline phosphatase (IAP) produced under cGMP conditions and intended to treat both local GI and systemic diseases. Basis of Presentation The accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all the information and notes required by Accounting Principles Generally Accepted in the United States of America (“U.S. GAAP”) for complete financial statements. The accompanying condensed consolidated financial statements include all adjustments, comprised of normal recurring adjustments, considered necessary by management to fairly state the Company’s results of operations, financial position, and cash flows. The operating results for the interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed on March 6, 2025 (the “2024 Form 10-K”). On August 15, 2024, the Board of Directors of the Company approved a reverse stock split of the Company’s authorized, issued and outstanding shares of common stock, par value $ 0.001 per share (the “Common Stock”), at a ratio of one (1) share of Common Stock for every twenty - five (25) shares of Common Stock (the “Reverse Stock Split”). The Reverse Stock Split was effective on August 26, 2024 (the “Effective Time). As a result of the Reverse Stock Split, each twenty-five (25) pre-split shares of Common Stock outstanding was automatically combined into one (1) new share of Common Stock without any action on the part of the holders, and the number of outstanding shares of Common Stock was reduced from 25,131,230 shares to 1,005,249 shares (subject to rounding of fractional shares) and the number of authorized shares of Common Stock was reduced from 350,000,000 share to 14,000,000 shares and then increased to 350,000,000 after obtaining approval of the Company’s stockholders at the 2024 annual meeting of stockholders. Stockholders who otherwise were entitled to receive fractional shares because they held a number of pre-reverse stock split shares of the Company’s Common Stock not evenly divisible by 25, received, in lieu of a fractional share, that number of shares rounded up to the nearest whole share. The Reverse Stock Split did not alter the par value of the Company’s Common Stock or modify any voting rights or other terms of the Common Stock. In addition, pursuant to their terms, a proportionate adjustment was made to the per share conversion exercise price and number of shares issuable under all of the Company’s outstanding shares of convertible preferred stock and stock options and warrants to purchase shares of Common Stock, and the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive plans was reduced proportionately. ​ 7 Table of Contents Theriva Biologics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements 1. 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. The condensed consolidated financial statements are prepared in conformity with U.S. GAAP, which requires the use of estimates, judgments and assumptions that affect the amounts of assets and liabilities at the reporting date and the amounts of revenue and expenses in the periods presented. 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, 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. 2. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company continues to incur losses and, as of June 30, 2025, the Company had an accumulated deficit of approximately $ 352 million. Since inception, the Company has financed its activities principally from the proceeds from the issuance of equity securities. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise additional debt and equity capital or secure a potential license or strategic relationship that can help fund our clinical development activities. There can be no assurance that such capital will be available in sufficient amounts or on terms acceptable to the Company. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability of the recorded assets or the classification of liabilities that may be necessary should the Company be unable to continue as a going concern. The Company does not have sufficient capital to fund its operations beyond the next twelve months. In order to address the Company’s capital needs, including its planned clinical trials, the Company is actively pursuing additional equity or debt financing in the form of either a private placement or a public offering as well as partnerships and other collaborations. The Company has been in ongoing discussions with strategic institutional investors and investment banks with respect to such possible offerings. Such additional financing opportunities might not be available to the Company when and if needed, on acceptable terms or at all. If the Company is unable to obtain additional financing in sufficient amounts or on acceptable terms under such circumstances, the Company’s operating results and prospects will be adversely affected. At June 30, 2025, the Company had cash and cash equivalents of approximately $ 12.1 million. Based upon the Company’s current business plans, management believes that the Company’s current cash on hand of $ 9.5 million in early August 2025 will be sufficient to fully execute its plans into the first quarter of 2026. Commencement of planned future clinical trials is subject to the Company’s successful pursuit of opportunities that will allow it to establish the clinical infrastructure and financial resources necessary to successfully initiate and complete its plan. The Company anticipates its current cash will allow it to cover overhead costs, manufacturing costs for near-term clinical supply and limited research efforts. The Company 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 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. ​ 8 Table of Contents Theriva Biologics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements 2. 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. These factors include the following: ● the progress of its research activities; ● the number and scope of its research programs; ● the ability to recruit patients for clinical studies in a timely manner; ● the progress of its preclinical and clinical development activities; ● the progress of the development efforts of parties with whom the Company has entered into research and development agreements and amount of funding received from partners and collaborators; ● its ability to maintain current research and development licensing arrangements and to establish new research and development and licensing arrangements; ● the Company’s ability to achieve its milestones under licensing arrangements; ● the costs associated with manufacturing-related services to produce material for use in its clinical trials; ● the costs involved in prosecuting and enforcing patent claims and other intellectual property rights; and ● the costs and timing of regulatory approvals. The Company has based its estimates of funding requirements on assumptions that may prove to be wrong. The Company may need to obtain additional funds sooner or in greater amounts than it currently anticipates. If the Company raises funds by selling additional shares of Common Stock or other securities convertible into Common Stock, the ownership interest of the existing stockholders will be diluted. If the Company is not able to obtain financing when needed, it may be unable to carry out its business plan. As a result, the Company may have to significantly limit its operations and its business, financial condition and results of operations would be materially harmed. ​ 3. Summary of Significant Accounting Policies There have been no new or material changes to the significant accounting policies discussed in the Company’s audited financial statements and the notes thereto included in the 2024 Form 10-K. Segment information The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer. The CODM is assisted in his responsibilities of making decisions regarding resource allocation and performance assessment by the leadership team, consisting of the General Director, Europe and Head of Corporate and Product Development. The 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. The segment-level financial statement information is the same as the financial information presented in the statement of operations and comprehensive loss. The Company monitors its cash and cash equivalents as reported on the Company’s Balance Sheets to determine funding for its research and development. 9 Table of Contents Theriva Biologics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements 3. 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. In addition to the Company’s Statement of Operations and Comprehensive Loss, the CODM is regularly provided with budgeted and forecasted expense information which is used to determine the Company’s liquidity needs and cash allocation. The measure of segment assets is reported on the balance sheet as total assets. IPR&D IPR&D assets represent the fair value assigned to technologies that the Company acquired, which at the time of acquisition have not reached technological feasibility and have no alternative future use. IPR&D assets are considered to have indefinite-lives until the completion or abandonment of the associated research and development projects. If and when development is complete, which generally occurs upon regulatory approval and the ability to commercialize products associated with the IPR&D assets, these assets are then deemed to have definite lives and are amortized based on their estimated useful lives at that point in time. 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. 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. The impairment test consists of a comparison of the estimated fair value of the IPR&D with its carrying amount. If the carrying amount exceeds the fair value, an impairment charge is recognized in an amount equal to that excess. The key assumptions used to value IPR&D include estimates of future cash flows and to the discount rate applicable to the future cash flow periods. No impairment charges were recorded during the three and six months ended June 30, 2025 and 2024. Contingent Consideration Consideration paid in a business combination may include potential future payments that are contingent upon the acquired business achieving certain milestones in the future (“contingent consideration”). Contingent consideration liabilities are measured at their estimated fair value as of the date of acquisition, with subsequent changes in fair value recorded in the consolidated statements of operations. The Company estimates the fair value of the contingent consideration as of the acquisition date using the estimated future cash outflows based on the probability of meeting future milestones. Payments for amounts not in excess of original fair values established at acquisition date (including measurement period adjustments), and not paid within a period considered to be close to the transaction date, are reflected as financing activities in the statement of cash flows. Subsequent to the date of acquisition, the Company reassesses the actual consideration earned and the probability-weighted future earn-out payments at each balance sheet date. The discounted cash flow is the method used to value the contingent consideration which includes inputs of not readily observable market data, which are level 3 inputs. Any adjustment to the contingent consideration liability will be recorded in the consolidated statements of operations. Contingent consideration liabilities expected to be settled within 12 months after the balance sheet date are presented in current liabilities, with the non-current portion recorded under long-term liabilities in the consolidated balance sheets. See Fair Value of Financial Instruments below. Long-Lived Assets Impairment Long-lived assets include property, equipment, and right of use assets. Management reviews the Company’s long-lived assets for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be fully recoverable. The judgments made related to the expected useful lives of long-lived assets, definitions of lease terms and the Company’s ability to realize undiscounted cash flows in excess of the carrying amounts of these assets are affected by factors such as the ongoing maintenance and improvements of the assets, changes in economic conditions, changes in usage or operating performance and other factors. The Company determines the extent to which an asset may be impaired based upon its expectation of the asset’s future usability as well as whether there is reasonable assurance that the future cash flows associated with the asset will be in excess of its carrying amount. If the total of the expected undiscounted future cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and the carrying value of the asset. No impairment charges were recorded during the three and six months ended June 30, 2025 and 2024. 10 Table of Contents Theriva Biologics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements 3. Summary of Significant Accounting Policies – (continued) Research and Development Tax Credits The Company, through its Theriva S.L. subsidiary, participates in a Research and Development incentive program sponsored by the Spanish government. The program provides for reimbursement of certain expenses incurred in research and development efforts the Company incurs in Spain. The program provides for certain limits on the types and amounts of expenses and requires participants to complete a certification and apply for the refund annually. Subsequent to the period in which expenses are incurred, the program requires participants to maintain certain workforce levels and research and development expenditures over a 24-month period. The Company accounts for the reimbursement as a tax credit receivable related to amounts that had been approved by the Spanish government and a corresponding deferred research and development tax credit as it was determined that amounts became probable of being received upon the receipt of the approval. Additionally, the Company has elected to account for the tax credit as a contra-expense as this most appropriately reflects the nature of the transaction and will reduce future research and development expenditures as the Company continues to incur expenses in the upcoming 24-month period. Recent Accounting Pronouncements and Developments On November 2024, the FASB issued ASU 2024-03 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The ASU requires more detailed disclosures about the types of expenses in commonly presented expense captions such as cost of sales, selling, general and administrative expenses and research and development expenses. This includes separate footnote disclosure for expenses such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization. Public business entities are required to apply the guidance prospectively and may apply it retrospectively. The ASU’s amendments are effective for public business entities for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Public business entities are required to apply the guidance prospectively and may apply it retrospectively. The Company is currently evaluating the effect of adopting this ASU. In December 2023, the FASB issued final guidance in ASU No. 2023-09, Income Taxes (ASC 740): Improvements to Income Tax Disclosures requiring entities to provide additional information in the rate reconciliation and disclosures about income taxes paid. For public business entities, the guidance is effective for annual periods beginning after December 15, 2024. The Company is not early adopting this ASU, and therefore, this ASU is not adopted in the current period. The Company does not expect this ASU to have a material impact on the consolidated financial statements. ​ 4. Intangibles As a result of the Acquisition of VCN, the Company has an intangible asset, in-process research and development (“IPR&D”). The IPR&D is deemed to have indefinite lives and therefore not amortized. During the three months ended June 30, 2025, the Company announced in a press release that it had met the primary survival and safety endpoints in its VIRAGE Phase 2b clinical trial evaluating the Company’s lead product candidate VCN-01. As a result, the Company deemed this to be a change in circumstances that could indicate impairment. The Company updated its key assumptions used to value IPR&D including estimates of future cash flows and the discount rate applicable to the future cash flow periods. The Company determined that there was no impairment to the valuation of the IPR&D asset. The following table provides the Company’s in-process R&D as of June 30, 2025. ​ ​ ​ ​ ​ ​ In-process ​ ​ R&D (in thousands) Balance at December 31, 2024 ​ $ 17,358 Effects of exchange rates ​ ​ 2,266 Balance at June 30, 2025 ​ $ 19,624 ​ There were no impairment charges recorded during the three months ended June 30, 2025 and 2024. ​ 11 Table of Contents Theriva Biologics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements 5. Fair Value of Financial Instruments Fair Value of Financial Instruments Accounting Standards Codification (“ASC”) 820, Fair Value Measurement , defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is determined based upon assumptions that market participants would use in pricing an asset or liability. Fair value measurements are classified on a three-tier hierarchy as follows: ● Level 1 inputs: Quoted prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2 inputs: Inputs, other than quoted prices, that are observable either directly or indirectly; and ● Level 3 inputs: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions. In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The carrying amounts of the Company’s short-term financial instruments, including cash and cash equivalents, accounts payable and accrued liabilities, approximate fair value due to the relatively short period to maturity for these level 1 instruments. As a result of the acquisition of VCN the Company acquired interest-free or below-market interest rate loans extended by Spanish government. Additionally, the Company received an unsecured loan of € 1.3 million (approximately $ 1.4 million) as a lump sum payment on January 17, 2025 which bears interest at a rate of 4.015 % from the National Knowledge Transfer Program of the Spanish government’s Ministry of Science, Innovation & Universities (See Note 12). The carrying value of the loans payable approximate fair value and are classified under level 2. In connection with the Acquisition of VCN, the Company was required to pay up to $ 70.2 million in additional consideration upon the achievement of certain milestones, including regulatory filings of which to date $ 6.3 million has been paid. In September 2022, the Company received approval from the FDA to proceed with the Phase 2 clinical trial of VCN - 01 in PDAC. Due to this approval the Company paid Grifols Innovation and New Technologies Limited (“Grifols”), $ 3.0 million in the fourth quarter 2022. In August 2023, the Company initiated patient dosing in the U.S. in its Phase 2 clinical trial of VCN-01 in PDAC. 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 $ 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. ​ 12 Table of Contents Theriva Biologics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements 5. 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) Balance at December 31, 2024 ​ $ 6,973 Change in fair value ​ 9,173 Reclassification of amounts to accrued expenses due to milestone being achieved ​ ( 5,986 ) Balance at June 30, 2025 ​ $ 10,160 ​ ​ ​ ​ Contingent consideration, current portion ​ $ — Contingent consideration, net of current portion ​ 10,160 Balance at June 30, 2025 ​ $ 10,160 ​ ​ ​ ​ ​ ​ (in thousands) Balance at December 31, 2023 ​ $ 6,274 Change in fair value ​ 699 Balance at December 31, 2024 ​ $ 6,973 ​ ​ ​ ​ Contingent consideration, current portion ​ $ — Contingent consideration, net of current portion ​ 6,973 Balance at December 31, 2024 ​ $ 6,973 ​ The fair value of financial instruments measured on a recurring basis is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30, 2025 Description Total Level 1 Level 2 Level 3 Liabilities: ​ ​ ​ ​ Contingent consideration ​ $ 10,160 $ — $ — ​ $ 10,160 Total liabilities ​ $ 10,160 $ — $ — ​ $ 10,160 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2024 Description Total Level 1 Level 2 Level 3 Liabilities: ​ ​ ​ ​ Contingent consideration ​ $ 6,973 $ — $ — ​ $ 6,973 Total liabilities ​ $ 6,973 $ — $ — ​ $ 6,973 ​ 13 Table of Contents Theriva Biologics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements 5. Fair Value of Financial Instruments – (continued) The recurring Level 3 fair value measurements of contingent consideration for which a liability is recorded include the following significant unobservable inputs: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30, 2025 ​ ​ Valuation ​ Significant ​ Weighted Average ​ Methodology Unobservable Input (range, if applicable) Contingent Consideration Discounted Cash Flows Milestone dates 2026-2031 ​ ​ ​ ​ ​ ​ ​ Discount rate 12.6 % to 13.1 % ​ Weighted Average Discount rate 12.9 % ​ Probability of Occurrence (periodic for each Milestone) 11.7 % to 92.0 % ​ Probability of occurrence (cumulative through each Milestone) 5.3 % to 48.8 % ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2024 ​ ​ Valuation ​ Significant ​ Weighted Average ​ Methodology Unobservable Input (range, if applicable) Contingent Consideration Discounted Cash Flows Milestone dates 2026-2028 ​ ​ ​ ​ ​ ​ ​ ​ ​ Discount rate ​ 11.6 % to 11.8 % ​ ​ ​ ​ Weighted Average Discount rate ​ 11.7 % ​ ​ ​ ​ Probability of Occurrence (periodic for each Milestone) ​ 11.7 % to 92.0 % ​ ​ Probability of occurrence (cumulative through each Milestone) ​ 5.3 % to 48.8 % ​ ​ 6. Research and Development Tax Credits The Company, through its Theriva S.L. subsidiary, participates in a Research and Development program sponsored by the Spanish government. The program provides for reimbursement of certain expenses incurred in research and development efforts Theriva S.L. incurs in Spain. The reimbursements can be through either tax credits or direct refunds. The program provides for certain limits on the types and amounts of expenses for which reimbursement may be sought and requires participants to complete a certification and apply for the refund annually. Subsequent to the period in which expenses are incurred, the program requires participants to maintain certain workforce levels and research and development expenditures over a 24-month period. In the quarter ended June 30, 2023, the Company completed the certification and applied for direct reimbursement, as opposed to a tax credit, for its qualifying research and development expenses incurred in the year ended December 31, 2022. The Company received approvals from the Spanish government in September and October 2023. During the quarter ended June 30, 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. The Company evaluated the program and concluded that it qualified to be accounted for as government assistance. Accordingly, the Company, as allowed by U.S. GAAP, elected to account for the grant by analogizing to the guidance provided by International Accounting Standards (“IAS”) 20, Accounting for Government Grants and Disclosure of Government Assistance. Accordingly, the Company recognized a tax credit receivable of $ 3.2 million related to amounts that had been approved by the Spanish government and a corresponding deferred research and development tax credit current portion of $ 1.6 million and a deferred research and development tax credit non-current portion of $ 762,000 as it was determined that amounts became probable of being received upon the receipt of the approval. Additionally, the Company has elected to account for the tax credit as a contra-expense as this most appropriately reflects the nature of the transaction and will reduce future research and development expenditures as the Company continues to incur expenses in the upcoming 24-month period. During the three months ending 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. 14 Table of Contents Theriva Biologics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements 7. Selected Balance Sheet Information ​ Prepaid expenses and other current assets (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ 2025 2024 Prepaid manufacturing expenses ​ $ 240 ​ $ 375 Prepaid insurance ​ ​ 208 ​ ​ 374 Prepaid consulting, subscriptions and other expenses ​ ​ 248 ​ ​ 235 VAT receivable ​ ​ 157 ​ ​ 95 Prepaid clinical research organizations ​ ​ 48 ​ ​ 365 ​ ​ ​ ​ ​ ​ ​ Total ​ $ 901 ​ $ 1,444 ​ Prepaid clinical research organizations (CROs) expense is classified as a current asset. The Company makes payments to the CROs based on agreed upon terms that include payments in advance of study services. ​ Property and equipment, net (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ 2025 2024 Computers and office equipment ​ $ 735 ​ $ 708 Other property, plant and equipment ​ ​ 442 ​ ​ 392 Leasehold improvements ​ 94 ​ 94 Software ​ 11 ​ 11 ​ ​ 1,282 ​ 1,205 Less: accumulated depreciation and amortization ​ ( 1,024 ) ​ ( 935 ) ​ ​ ​ ​ ​ ​ ​ Total ​ $ 258 ​ $ 270 ​ Accrued expenses (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ 2025 2024 Milestone due to Grifols ​ $ 5,986 ​ $ — Accrued clinical consulting services ​ ​ 2,540 ​ ​ 2,390 Accrued manufacturing costs ​ 275 ​ 772 Accrued vendor payments ​ ​ 216 ​ ​ 206 ​ ​ ​ ​ ​ ​ ​ Total ​ $ 9,017 ​ $ 3,368 ​ Accrued employee benefits (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ 2025 2024 Accrued bonus expense ​ $ 448 ​ $ 870 Accrued compensation expense ​ ​ 201 ​ ​ 187 Accrued vacation expense ​ 110 ​ 87 ​ ​ ​ ​ ​ ​ ​ Total ​ $ 759 ​ $ 1,144 ​ ​ 15 Table of Contents Theriva Biologics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements 8. Stock-Based Compensation Stock Incentive Plans 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 343 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. From time to time the number of shares authorized for awards was increased such that 16,000 were authorized as of September 5, 2019. The exercise price of stock options under the 2010 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 was granted. Options become exercisable over various periods from the date of grant and expire between five and ten years after the grant date. As of June 30, 2025, there were 7,566 options issued and outstanding under the 2010 Stock Plan. There are no shares available to be issued under this plan. Only options were issued under the plan. On September 17, 2020, the stockholders approved and adopted the 2020 Stock Incentive Plan (“2020 Stock Plan”) for the issuance of up to 16,000 shares of Common Stock to be granted through incentive stock options, nonqualified stock options, stock appreciation rights, dividend equivalent rights, restricted stock, restricted stock units and other stock-based awards to officers, other employees, directors and consultants of the Company and its subsidiaries. The number of shares authorized for awards under the 2020 Stock Plan was increased such that 2,500,000 shares were authorized as of June 30, 2025. As of June 30, 2025, there were 1,118,864 options issued and outstanding under the 2020 Stock Plan. Only options have been issued under the plan. In the event of an employee’s termination, the Company will cease to recognize compensation expense for that employee. Stock option forfeitures are recognized as incurred. The fair value of the stock-based payment is recognized over the stated vesting period. The Company has applied fair value accounting for all stock-based payment awards since inception. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model. The assumptions used for the six months ended June 30, 2025 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ 2025 Exercise price ​ $ 1.41 ​ Expected dividends ​ — % Expected volatility ​ 107.4 % Risk free interest rate ​ 3.74 % Expected life of option (years) ​ 4.23 ​ ​ 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. Expected volatility —Volatility is a measure of the amount by which a financial variable such as a share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. 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. Risk-free interest rate —The assumed risk-free rate used is a zero coupon U.S. Treasury security with a maturity that approximates the expected term of the option. Expected life of the option —The period of time that the options granted are expected to remain unexercised. Options granted during the prior year have a maximum term of seven years. 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. 16 Table of Contents Theriva Biologics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements 8. Stock-Based Compensation – (continued) The Company records stock-based compensation based upon the stated vesting provisions in the related agreements. The vesting provisions for these agreements have various terms as follows: ● immediate vesting, ● in full on the one-year anniversary date of the grant date, ● half vesting immediately and the remaining over three years, ● quarterly over three years, ● annually over three years, ● one-third immediate vesting and the remaining annually over two years, ● one-half immediate vesting and the remaining over nine months, ● one-quarter immediate vesting and the remaining over three years, ● one-quarter immediate vesting and the remaining over 33 months, ● monthly over one year, and ● monthly over three years. 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 Weighted Average Aggregate ​ ​ ​ ​ Average Exercise ​ Remaining ​ Intrinsic ​ Options Price Contractual Life Value Balance - December 31, 2023 175,049 ​ $ 45.55 7.70 years ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Granted 420 ​ ​ 5.25 ​ ​ ​ Expired ( 435 ) ​ ​ 3,498.79 ​ ​ ​ Forfeited — ​ ​ — ​ ​ ​ Balance - December 31, 2024 ​ 175,034 ​ ​ 36.88 ​ 6.72 years ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Granted ​ 951,500 ​ ​ 1.41 ​ ​ ​ ​ ​ Expired ​ ( 104 ) ​ ​ 18,900 ​ ​ ​ ​ ​ Forfeited ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance - June 30, 2025 -outstanding 1,126,430 ​ $ 5.18 7.79 years ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance - June 30, 2025 -exercisable 159,455 ​ $ 24.18 6.12 years ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grant date fair value of options granted – six months ended June 30, 2025 ​ ​ ​ $ 1,011,295 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average grant date fair value – six months ended June 30, 2025 ​ ​ ​ $ 1.06 ​ ​ 17 Table of Contents Theriva Biologics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements 8. 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 and six months ended June 30, 2025 and 2024. 9. Stock Warrants On May 8, 2025 the Company consummated a public offering (the “May 2025 Offering”) of an aggregate of (i) 1,990,900 shares (the “Shares”) of Common Stock, (ii) pre-funded warrants (“Pre-Funded Warrants”) to purchase up to 4,827,280 shares of Common Stock (the “Pre-Funded Warrant Shares”), and (iii) Common Stock purchase warrants (“Common Warrants”) to purchase up to 6,818,180 shares of Common Stock (the “Common Warrant Shares”). Each Share and associated Common Warrant to purchase one (1) Common Warrant Share was sold at a combined public offering price of $ 1.10 . Each Pre-Funded Warrant and associated Common Warrant to purchase one (1) Common Warrant Share was sold at a combined public offering price of $ 1.099 . 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. 18 Table of Contents Theriva Biologics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements 9. 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 Pre-Funded Warrant was immediately exercisable for one (1) Pre-Funded Warrant Shares at an exercise price of $ 0.0001 per share and was to remain exercisable until the Pre-Funded Warrants are exercised in full. Each Common Warrant has an exercise price of $ 2.00 per share, is immediately exercisable for one (1) Common Warrant Share, and expires five (5) years from its issuance date. The Shares, Pre-Funded Warrants and accompanying Common Warrants were issued separately. The exercise price of the Common Warrants and the Pre-Funded Warrants and number of shares of Common Stock issuable upon exercise will adjust in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events. The 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 could be exercised on a cashless basis at any time. A holder of the Common Warrants and the Pre-Funded Warrants (together with its affiliates) may not exercise any portion of the Common Warrant or Pre-Funded Warrant to the extent that the holder would own more than 4.99 % (or 9.99 %, at the election of the holder) of the outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days ’ prior notice from the holder to the Company, the holder may increase the amount of beneficial ownership of outstanding shares after exercising the holder’s Common Warrants or Pre-Funded Warrants up to 9.99 % of the number of the Company’s shares of Common Stock outstanding immediately after giving effect to the exercise. The Company has concluded that the Common Warrants and Pre-Funded Warrants are required to be equity classified. The Common Warrants were valued on the date of grant using Black Scholes model. During the three and 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. ​ 19 Table of Contents Theriva Biologics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements 9. 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 ​ Number of Weighted Average Remaining ​ ​ Warrants ​ Exercise Price Contractual Life Balance at December 31, 2023 — ​ $ — ​ — Granted ​ 1,938,600 ​ ​ 1.47 ​ 4.74 years Exercised ​ ( 510,000 ) ​ ​ 0.0001 ​ — Forfeited ​ — ​ ​ — ​ — Balance at December 31, 2024 ​ 1,428,600 ​ ​ 2.0 ​ 4.74 years ​ ​ ​ ​ ​ ​ ​ ​ Granted ​ 11,645,460 ​ ​ 0.64 ​ 4.86 Exercised ​ ( 4,287,374 ) ​ ​ 0.001 ​ — Forfeited ​ — ​ ​ — ​ — Balance at June 30, 2025 ​ 8,786,686 ​ ​ 1.18 ​ 4.76 ​ ​ 10. Net Loss per Share Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding. Diluted net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding including the effect of common share equivalents. Diluted net loss per share assumes the issuance of potential dilutive common shares outstanding for the period and adjusts for any changes in income and the repurchase of common shares that would have occurred from the assumed issuance, unless such effect is anti-dilutive. Net loss attributable to common stockholders for the three and six months ended June 30, 2025 was $ 13.1 million and $ 17.4 million, respectively. Net loss attributable to common stockholders for the three and six months ended June 30, 2024 was $ 8.3 million and $ 13.5 million, respectively. The number of options and warrants for the purchase of Common Stock that were excluded from the computations of net loss per common share for the three and six months ended June 30, 2025 were 1,126,430 and 8,786,686 , respectively, and for the three and six months ended June 30, 2024 were 174,772 and 0 , respectively, because their effect is anti-dilutive. ​ 11. Common and Preferred Stock Series C and D Preferred Stock On July 29, 2022, the Company closed a private placement offering pursuant to the terms of a Securities Purchase Agreement dated as of July 28, 2022 entered into with MSD Credit Opportunity Master Fund, L.P.(the “Securities Purchase Agreement”), pursuant to which the Company issued and sold 275,000 shares of the Company’s Series C Convertible Preferred Stock, par value $ 0.001 per share (the “Series C Preferred Stock”), and 100,000 shares of the Company’s Series D Convertible Preferred Stock, par value $ 0.001 per share, (the “Series D Preferred Stock,” and together with the Series C Preferred Stock, the “Preferred Stock”), at an offering price of $ 8.00 per share, for gross proceeds of approximately $ 3.0 million in the aggregate, before the deduction of discounts, fees and offering expenses. The shares of Preferred Stock were convertible, at a conversion price (the “Conversion Price”) of $ 1.22 per share (subject in certain circumstances to adjustments), into an aggregate of 2,459,016 shares of the Company’s Common Stock, at the option of the holders of the Preferred Stock and, in certain circumstances, by the Company. The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing. 20 Table of Contents Theriva Biologics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements 11. 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”). The purchaser of the Preferred Stock agreed in the Purchase Agreement to (i) not transfer, offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of the shares of the Preferred Stock until the earlier of the date that the authorized Common Stock Increase being proposed at the 2022 annual meeting of stockholders was effected or October 26, 2022 and (ii) vote the shares of the Series C Preferred Stock purchased in the Offering in favor of the Stockholder Items. The authorized increase was effected prior to October 26, 2022. Pursuant to the Securities Purchase Agreement, the Company filed certificates of designation (the “Certificates of Designation”) with the Secretary of the State of Nevada designating the rights, preferences and limitations of the shares of Series C Preferred Stock and Series D Preferred Stock. The Certificate of Designation for the Series C Preferred Stock provides, in particular, that the Series C Preferred Stock will have no voting rights other than the right to vote as a class on the Stockholder Items (as defined therein) and the right to cast votes on an as converted to Common Stock basis on the Stockholder Items. The Certificate of Designation for the Series D Preferred Stock provides, in particular, that the Series D Preferred Stock will have no voting rights other than the right to vote as a class on the Stockholder Items and the right to cast 20,000 votes per share of Series D Preferred Stock on the Stockholder Items and to vote the shares of the Series D Preferred Stock purchased in the Offering in the same proportion as shares of Common Stock and any other shares of capital stock of the Company that are entitled to vote thereon (excluding any shares of Common Stock that are not voted) on the Stockholder Items. The holders of Preferred Stock were entitled to dividends, on an as-if converted basis, equal to dividends actually paid, if any, on shares of Common Stock. The Conversion Price may be adjusted pursuant to the Certificates of Designation for stock dividends and stock splits, subsequent rights offering, pro rata distributions of dividends or the occurrence of a fundamental transaction (as defined in the applicable Certificate of Designation). The Series C Preferred Stock and Series D Preferred Stock were classified as temporary equity as a result of the deemed liquidation provision. Transaction expenses paid to third parties will be charged to temporary equity and will not be accreted as deemed dividends until redemption becomes probable. During the year ending December 31, 2024, the Company issued 72,132 shares of its Common Stock upon the conversion effected by the holder of the Series C Preferred of 275,000 shares of its Series C convertible Preferred Stock at a conversion price of $ 30.50 per share. As a result of the conversions during the year ending December 31, 2024, the Company reduced the Series C Preferred Stock $ 2.0 million and Additional Paid in Capital $ 2.0 million. There are no shares of Series C Preferred Stock outstanding as of June 30, 2025. During the year ending December 31, 2024, the Company issued 26,230 shares of its Common Stock upon the conversion effected by the holder of the Series D Preferred of 100,000 shares of its Series D convertible Preferred Stock at a conversion price of $ 30.50 per share. As a result of the conversion during the year ending December 31, 2024 the Company reduced the Series D Preferred Stock by $ 728,000 and Additional Paid in Capital by $ 728,000 . There are no shares of Series D Preferred stock outstanding as of June 30, 2025. ​ 21 Table of Contents Theriva Biologics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements 12. Loans Payable 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 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2025 June 30, 2025 ​ December 31, 2024 December 31, 2024 ​ ​ Current ​ Non-current Current ​ Non-current ​ ​ ​ ​ ​ NEBT Loan ​ ​ 9 ​ $ 9 ​ ​ 7 ​ $ 16 RETOS 2015 ​ ​ 47 ​ ​ 37 ​ ​ 54 ​ ​ 76 THERICEL Loan ​ ​ — ​ ​ 1,593 ​ ​ — ​ ​ — ​ ​ $ 56 ​ $ 1,639 ​ $ 61 ​ $ 92 ​ A maturity analysis of the debt as of June 30, 2025 is as follows (amounts in thousands of dollars) : ​ ​ ​ ​ 2026 $ 55 2027 ​ 36 2028 ​ 11 2029 ​ 53 2030 ​ ​ 232 Thereafter ​ ​ 1,308 Total $ 1,695 ​ ​ 13. Commitments and Contingencies The Company’s existing leases as of June 30, 2025 for its U.S. and Spanish facilities are classified as operating leases. During the quarter ended June 30, 2021, the Company renewed its Rockville, MD facility lease by entering into a Second Lease Amendment which extends the lease term for 63 months beginning on September 1, 2022 and ending on December 31, 2027 at stated rental rates and including a 3-month rent abatement. The Second Amendment also has options for a Tenant Improvement Allowance and a Second Extension Term. The Second Extension Term is offered at market rates and there is no economic incentive for the lessee, therefore the Company has determined that it is not part of the original lease term. The Company also leases research and office facilities in Parets del Vallès, Barcelona, Spain for its 100 percent owned Theriva S.L. subsidiary. The lease that was in existence from December 2021 to December 2022 was a short term agreement with a 90-day termination notice provision that can be exercised by either party. On the closing date of the Acquisition, a sublease was executed for Theriva S.L. to lease research and office facilities at a new location in Parets del Valles (Barcelona) from the former owner of Theriva S.L. This lease was executed for an initial term to begin in January 2023 until October 2026, with an option to renew for an additional five years . On January 15, 2023, Theriva S.L. moved into the facilities and the new lease commenced and the prior lease terminated. Operating lease costs are presented as part of general and administrative expenses in the condensed consolidated statements of operations, and were approximately $ 162,000 and $ 323,000 , respectively, for the three and six months ended June 30, 2025, and $ 158,000 and $ 315,000 the three and six months ended June 30, 2024, respectively. For the Barcelona lease, the day one non-cash addition of right of use assets due to adoption of ASC 842 was $ 937,000 . 22 Table of Contents Theriva Biologics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements 13. 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, ​ ​ ​ ​ ​ 2025 ​ ​ 344 2026 ​ ​ 598 2027 ​ ​ 369 Total ​ ​ 1,311 ​ ​ ​ ​ Discount factor ​ ​ ( 115 ) Operating lease liability ​ ​ 1,196 Operating lease liability – current ​ ​ ( 612 ) Operating lease liability – long term ​ $ 584 ​ Risks and Uncertainties The uncertain financial markets, disruptions in supply chains, mobility restraints, and changing priorities as well as volatile asset values could impact the Company’s business in the future. The Company and its third-party contract manufacturers, contract research organizations, and clinical sites may also face disruptions in procuring items that are essential to the Company’s research and development activities, including, for example, medical and laboratory supplies used in its clinical trials or preclinical studies, in each case, that are sourced from abroad or for which there are shortages. In addition, tariffs imposed on or by countries where the Company conducts its research and development or where the Company obtains supplies could impact the prices it pays for goods and services. Further, although the Company has not experienced any material adverse effects on business due to increasing inflation, it has raised operating costs for many businesses and, in the future, could impact demand or pricing manufacturing of its drug candidates or services providers, foreign exchange rates or employee wages. The Company is actively monitoring the effects that these disruptions and increasing inflation could have on its operations. 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. 14. Related Party On December 14, 2023, the Company approved the retention of MaryAnn Shallcross, the wife of Steven Shallcross, as Director of Clinical Operations, for compensation of $ 152,000 , a bonus of $ 70,000 and the grant of an option to purchase 3,000 shares of Common Stock having a value of $ 30,000 . During the year ended December 31, 2023, the Company had $ 145,000 in compensation expense related to Mrs. Shallcross. On December 13, 2024, the Company approved the compensation of MaryAnn Shallcross of $ 157,000 and a bonus of $ 45,000 . During the three and six months ended June 30, 2025, the Company had $ 39,000 and $ 78,000 in compensation expense, respectively, related to Ms. Shallcross. 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 . ​ 23 Table of Contents Theriva Biologics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements 15. 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. ​ ​ 24 Table of Contents