Theriva Biologics, Inc 10-Q for FY2024 Q1

Theriva Biologics, Inc. (TOVX)

10-Q 2024-05-07 For: 2024-03-31

Added on April 10, 2026

About this 10-Q

Theriva Biologics, Inc filed this 10-Q on May 7, 2024, covering the quarter ended March 31, 2024 (FY2024 Q1).

Headline figures

Quarter ended March 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $5.17M; compared with a net loss of $4.48M a year earlier
Diluted EPS: -$0.30; compared with -$0.30 a year earlier

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Nevada	13-3808303
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

9605 Medical Center Drive, Suite 270
Rockville, MD	20850
(Address of principal executive offices)	(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	TOVX	NYSE American

Large Accelerated Filer	☐	Accelerated Filer	☐

Non-accelerated Filer	☒	Smaller Reporting Company	☒

		Emerging growth company	☐

		Page
	PART I. FINANCIAL INFORMATION	3

Item 1.	Financial Statements (Unaudited)	3

	Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months ended March 31, 2024 and 2023	4
	Condensed Consolidated Statements of Stockholders’ Equity for the Three Months ended March 31, 2024 and 2023	5
	Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2024 and 2023	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	37

	PART II. OTHER INFORMATION	39

Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults Upon Senior Securities	42
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	42

SIGNATURES		43


	March 31, 2024		December 31, 2023
Assets

Current Assets
Cash and cash equivalents	$	18,261	$	23,177
Tax credit receivable		1,772		1,812
Prepaid expenses and other current assets		1,623		2,414
Total Current Assets		21,656		27,403

Non-Current Assets
Property and equipment, net		375		422
Restricted cash		99		102
Right of use asset		1,634		1,759
In-process research and development		19,316		19,755
Goodwill		5,573		5,700
Deposits and other assets		77		78
Total Assets	$	48,730	$	55,219

Liabilities and Stockholders‘ Equity

Current Liabilities:
Accounts payable	$	571	$	770
Accrued expenses		3,327		2,995
Accrued employee benefits		665		1,517
Deferred research and development tax credit-current portion		886		906
Loans payable-current		62		63
Operating lease liability-current portion		498		487
Total Current Liabilities		6,009		6,738

Non-current Liabilities
Non-current contingent consideration		6,476		6,274
Loan Payable - non-current		159		162
Non-current deferred research and development tax credit		664		906
Non-current operating lease liability		1,299		1,442
Total Liabilities		14,607		15,522

Commitments and Contingencies (Note 13)		—		—
Temporary Equity; 10,000,000 authorized
Series C convertible preferred stock, $0.001 par value; 275,000 issued and outstanding		2,006		2,006
Series D convertible preferred stock, $0.001 par value; 100,000 issued and outstanding		728		728
Stockholders’ Equity:
Common stock, $0.001 par value; 350,000,000 shares authorized, 17,868,282 issued and 17,148,049 outstanding at March 31, 2024 and 17,868,282 issued and 17,148,049 outstanding at December 31, 2023		18		18
Additional paid-in capital		346,679		346,519
Treasury stock at cost, 720,233 shares at March 31, 2024 and at December 31, 2023		(288)		(288)
Accumulated other comprehensive (loss) income		(537)		32
Accumulated deficit		(314,483)		(309,318)
Total Stockholders’ Equity		31,389		36,963

Total Liabilities and Stockholders’ Equity	$	48,730	$	55,219


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934


	For the Three Months Ended March 31,
	2024		2023
Operating Costs and Expenses:
General and administrative	$	1,933	$	2,201
Research and development		3,459		2,977
Total Operating Costs and Expenses		5,392		5,178

Loss from Operations		(5,392)		(5,178)

Other Income:
Foreign currency exchange (loss) gain		(1)		6
Interest income		228		364
Total Other Income		227		370

Net Loss before income taxes		(5,165)		(4,808)
Income tax benefit		—		330

Net Loss Attributable to Common Stockholders	$	(5,165)	$	(4,478)

Net Loss Per Share - Basic and Dilutive	$	(0.30)	$	(0.30)

Weighted average number of shares outstanding during the period - basic and dilutive		17,148,049		15,124,061

Net Loss		(5,165)		(4,478)
(Loss) gain (loss) on foreign currency translation		(569)		374
Total comprehensive loss		(5,734)		(4,104)


	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	17,868,282	$	18	$	346,519	$	(309,318)	$	32		(288)	$	36,963

Stock-based compensation	—		—		160		—		—		—		160
Foreign currency exchange gains (losses)	—		—		—		—		(569)		—		(569)
Net loss	—		—		—		(5,165)		—		—		(5,165)

Balance at March 31, 2024	17,868,282	$	18	$	346,679	$	(314,483)	$	(537)		(288)	$	31,389


	Goodwill (in thousands)
Balance at December 31, 2023	$	5,700
Effects of exchange rates		(127)
Balance at March 31, 2024	$	5,573


	In-process
	R&D (in thousands)
Balance at December 31, 2023	$	19,755
Effects of exchange rates		(439)
Balance at March 31, 2024	$	19,316


	(in thousands)
Balance at December 31, 2022	$	10,184
Payment of contingent consideration		(3,250)
Change in fair value		(660)
Balance at December 31, 2023	$	6,274

Contingent consideration, current portion	$	—
Contingent consideration, net of current portion		6,274
Balance at December 31, 2023	$	6,274


	As of March 31, 2024
Description	Total		Level 1		Level 2		Level 3
Liabilities:
Contingent consideration	$	6,476	$	—	$	—	$	6,476
Total liabilities	$	6,476	$	—	$	—	$	6,476


	As of December 31, 2023
Description	Total		Level 1		Level 2		Level 3
Liabilities:
Contingent consideration	$	6,274	$	—	$	—	$	6,274
Total liabilities	$	6,274	$	—	$	—	$	6,274


	As of March 31, 2024
	Valuation	Significant	Weighted Average
	Methodology	Unobservable Input	(range, if applicable)
Contingent Consideration	Discounted Cash Flows	Milestone dates	2025-2028

		Discount rate	12.8% to 13.5%
		Weighted Average Discount rate	13.13%
		Probability of Occurrence (periodic for each Milestone)	11.7% to 92.0%
		Probability of occurrence (cumulative through each Milestone)	5.3% to 48.8%


	March 31,		December 31,
	2024		2023
Computers and office equipment	$	900	$	902
Other property, plant and equipment		407		417
Leasehold improvements		94		94
Software		11		11
		1,412		1,424
Less: accumulated depreciation and amortization		(1,037)		(1,002)

Total	$	375	$	422


	March 31,		December 31,
	2024		2023
Accrued clinical consulting services	$	2,424	$	1,700
Accrued manufacturing costs		593		843
Accrued vendor payments		310		452

Total	$	3,327	$	2,995


		Weighted		Weighted Average	Aggregate
		Average Exercise		Remaining	Intrinsic
	Options	Price		Contractual Life	Value
Balance - December 31, 2022	2,295,898	$	3.53	6.44 years	$	—

Granted	2,195,000		0.59
Expired	(104,270)		14.73
Forfeited	(10,847)		1.11
Balance - December 31, 2023	4,375,781		1.80	7.70 years		—

Expired	—		—
Forfeited	—		—

Balance - March 31, 2024 - outstanding	4,375,781	$	1.80	7.45 years	$	—

Balance - March 31, 2024 - exercisable	1,611,399	$	3.80	5.59 years	$	—

Grant date fair value of options granted – year ended December 31, 2023		$	873,140

Weighted average grant date fair value – year ended December 31, 2023		$	0.40


				Weighted Average
	Number of	Weighted Average		Remaining
	Warrants	Exercise Price		Contractual Life
Balance at December 31, 2022	634,426	$	1.22	0.78 years
Granted	—		—
Exercised	—		—
Forfeited	(634,426)		1.22
Balance at December 31, 2023	—	$	—	—


Future undiscounted cash flow for the years ending December 31,

2024		497
2025		673
2026		588
2027		368
Total		2,126

Discount factor		(329)
Operating lease liability		1,797
Operating lease liability – current		(498)
Operating lease liability – long term	$	1,299


	March 31,		March 31,
Therapeutic Areas	2024		2023
VCN-01	$	1,930	$	1,655
Ribaxamase		278		196
SYN-020		33		65
Other therapeutic areas		96		60

Total direct costs		2,337		1,976
Total indirect costs		1,122		1,001

Total Research and Development	$	3,459	$	2,977

	THERIVA BIOLOGICS, INC.

	By:	/s/ Steven A. Shallcross
		Steven A. Shallcross
		Chief Executive Officer, Chief Financial Officer
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

		Date: May 7, 2024


Exhibit Number		Exhibit Title
3.1		Certificate of Incorporation, as amended (Incorporated by reference to (i) Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed October 16, 2008, File No. 001-12584, (ii) Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2001 filed August 14, 2001, File No. 001-12584; and (iii) Exhibits 3.1, 4.1 and 4.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998 filed August 14, 1998, File No. 001-12584.)

3.2		Articles of Merger (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed October 19, 2009, File No. 001-12584.)

3.3		Certificate of Merger filed with the Secretary of State of Delaware (Incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed October 19, 2009, File No. 001-12584.)

3.4		Articles of Incorporation filed with the Nevada Secretary of State (Incorporated by reference to Exhibit 3.3 of the Registrant’s Current Report on Form 8-K filed October 19, 2009, File No. 001-12584.)

3.5		Certificate of Amendment to Articles of Incorporation (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed February 16, 2012, File No. 001-12584.)

3.6		Certificate of Amendment to Articles of Incorporation (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed May 18, 2015, File No. 001-12584.)

3.7		Certificate of Amendment to Articles of Incorporation (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed September 8, 2017, File No. 001-12584.)

3.8		Certificate of Designations for Series A Preferred Stock to Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed September 12, 2017, File No. 001-12584.)

3.9		Certificate of Change Pursuant to NRS 78. 209 (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed August 13, 2018, File No. 001-12584.)

3.10		Certificate of Amendment to Articles of Incorporation (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed September 26, 2018, File No. 001-12584.)

3.11		Certificate of Designations for Series B Preferred Stock to Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed October 15, 2018, File No. 001-12584.)

3.12		Certificate of Amendment to Certificate of Designation for Series B Preferred Stock to Certificate of Incorporation (Incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed October 15, 2018, File No. 001-12584.)

3.13		Certificate of Amendment to the Certificate of Designation for the Series A Convertible Preferred Stock (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K/A filed on February 1, 2021 File No. 001-12584.)

3.14		Certificate of Designation for Series C Preferred Stock to Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed July 29, 2022, File No. 001-12584.)

3.15		Certificate of Designation for Series D Preferred Stock to Certificate of Incorporation (Incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed July 29,2022, File No. 001-12584.)

3.16		Second Amended and Restated Bylaws ( Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed August 11, 2023, File No. 001-12584.)

31.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)*

32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

101.INS		Inline XBRL Instance Document*

101.SCH		Inline XBRL Taxonomy Extension Schema*

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase*

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase*

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase*

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase*

104		Cover Page Interactive Data File (formatted in XBRL in Exhibit 101)

Date: May 7, 2024	By:	/s/ Steven A. Shallcross
		Name: Steven A. Shallcross
		Chief Executive Officer, Chief Financial Officer
		(Principal Executive Officer, Principal Financial
		Officer and Principal Accounting Officer)