Dilution profile // every instrument, one screen, from SEC filings

Theriva Biologics, Inc. (TOVX)

CIK 894158 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (historical dilution)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
MEDIUM$4.8M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
LOWwarrants = 0% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
HIGH+169% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
MEDIUM~8.2 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2020-11-062026-08-07

Latest: 45.9M shares as of Aug 7, 2026 (10-Q). Share count fell from 158.4M to 15.8M between May 13, 2022 and Aug 10, 2022, a pattern consistent with a reverse split (roughly 1-for-10); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
New Common Stock Purchase Warrants16.2M$0.545y
Existing Warrants8.1M$0.54
Common Warrants6.8M$1.15y
Pre Funded Warrants4.8M$0.001

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 11, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 0 underlying shares, as reported Oct 31, 2023 (10-K).

Reported exercise price: $1.22 (aggregate figure as tagged; individual tranches vary).

Rough fully diluted estimate: 45.9M = 45.9M O/S + 0 warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

No convertible-note facts tagged in the 10-Q filed Aug 11, 2026. If convertible notes exist, their terms live in exhibit prose for this filer and are not parsed; absence of a tag is not proof of absence. The exhibits are the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding45.9MAug 7, 2026
+ New Common Stock Purchase Warrants (if exercised)16.2MAug 3, 2026
+ Existing Warrants (if exercised)8.1MOct 16, 2025
+ Common Warrants (if exercised)6.8MMay 8, 2025
+ Pre Funded Warrants (if exercised)4.8MMay 8, 2025
Fully diluted estimate81.8M+78.3% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $4.8Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Nov 7, 2025$4.8M registeredfiling →
S-1Dec 10, 2024no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →
S-1Sep 10, 2024no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 8 executed · 1 registered.

EXECUTEDDec 3, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EFFECTIVEDec 2, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDNov 7, 2025S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDOct 29, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDOct 24, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDOct 17, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDOct 16, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDOct 16, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDOct 16, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDOct 16, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDJun 20, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDMay 8, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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