TOVX 8-K
Theriva Biologics, Inc. (TOVX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to 2020 Stock Incentive Plan
On August 3, 2026, Theriva Biologics, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment (“Amendment No. 4”) to the Company’s 2020 Stock Incentive Plan (the “2020 Stock Incentive Plan”) to (i) increase the number of shares of common stock that the Company will have authority to grant under the 2020 Stock Incentive Plan from 4,500,000 shares of common stock to 6,500,000 shares of common stock. A description of the 2020 Stock Incentive Plan is set forth in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting (the “Definitive Proxy Statement”), which was filed on June 29, 2026 with the Securities and Exchange Commission (the “Commission”), in the section entitled “Proposal 3 - 2020 Plan Increase Proposal”. The description of Amendment No. 4 is qualified in its entirety by reference to the full text of Amendment No. 4, a copy of which is included as an exhibit to this Current Report on Form 8-K and attached to the Definitive Proxy Statement as Appendix A.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 3, 2026, the Company held the Annual Meeting where the Company’s stockholders voted on the following six (6) proposals and cast their votes as described below. These matters are described in detail in the Definitive Proxy Statement.
The final results for Proposals 1, 2, 3, 4, 5 and 6 as set forth in the Definitive Proxy Statement were as follows:
Proposal 1 - Election of Directors.
The following four (4) individuals were elected as directors, to serve until the Company’s next annual meeting of stockholders and until their respective successors have been duly elected and qualified with the following votes:
| Name of Director | Votes For | Withheld | Broker Non-Votes | |||||||||
| Jeffrey J. Kraws | 4,034,594 | 2,021,707 | 10,823,826 | |||||||||
| Steven A. Shallcross | 4,030,358 | 2,025,943 | 10,823,826 | |||||||||
| John Monahan | 4,003,454 | 2,052,847 | 10,823,826 | |||||||||
| Jeffrey Wolf | 4,030,997 | 2,025,304 | 10,823,826 | |||||||||
Proposal 2 – Auditor Ratification Proposal.
The stockholders ratified and approved the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026 based on the votes listed below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 14,570,613 | 2,053,033 | 256,481 | 0 | |||||||||||
Proposal 3 - Amendment to the Company’s 2020 Stock Incentive Plan.
As further described above in Item 5.02 of this Current Report on Form 8-K, the stockholders approved and adopted Amendment No. 4 to the 2020 Stock Incentive Plan, which amendment increased the number of shares of common stock that the Company will have authority to grant under the 2020 Stock Incentive Plan from 4,500,000 shares to 6,500,000 shares of common stock. As a result, a maximum of 6,500,000 shares of common stock may be issued under the 2020 Stock Incentive Plan, as amended. The results of the voting for this approved proposal are as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 3,110,068 | 2,840,658 | 105,575 | 10,823,826 | |||||||||||
Proposal 4 – Approval of Amendment to Increase the Number of Authorized Shares of Common Stock.
The stockholders approved an amendment to increase the number of authorized shares of the Company’s common stock (the “Charter Amendment”), as described in the Definitive Proxy Statement. As described in the Definitive Proxy Statement, the Board of Directors has discretion to determine whether to file the Charter Amendment and may elect not to effect the amendment notwithstanding stockholder approval. The results of the voting for this approved proposal are as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 12,007,931 | 4,643,286 | 228,910 | 0 | |||||||||||
Proposal 5 – Approval of Issuance of Common Stock Upon Exercise of Warrants.
The stockholders approved the issuance of shares of common stock upon the exercise of outstanding warrants, as described in the Definitive Proxy Statement. The results of the voting for this approved proposal are as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 3,665,312 | 2,267,592 | 123,397 | 10,823,826 | |||||||||||
Proposal 6 – Approval of the Adjournment of the Annual Meeting.
The stockholders approved a proposal to adjourn the Annual Meeting to a later date, if necessary, as described in the Definitive Proxy Statement. The results of the voting for this approved proposal are as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 12,012,234 | 4,297,352 | 570,541 | 0 | |||||||||||
Notwithstanding the approval of this proposal, because each of Proposals 1 through 5 received the requisite votes for approval at the Annual Meeting as convened, it was not necessary for the Company to adjourn the Annual Meeting.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
The following exhibits are filed with this Current Report on Form 8-K:
| Exhibit Number |
Description | |
| 10.1* | Amendment No. 4 to the Theriva Biologics, Inc. 2020 Stock Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
*Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: August 4, 2026 | THERIVA BIOLOGICS, INC. | ||
| By: | /s/ Steven A. Shallcross | ||
| Name: | Steven A. Shallcross | ||
| Title: | Chief Executive Officer and Chief Financial Officer | ||
Exhibit 10.1
AMENDMENT NO. 4
TO THE THERIVA BIOLOGICS, INC. 2020 STOCK INCENTIVE PLAN
Dated: August 3, 2026
WHEREAS, the Board of Directors (the “Board”) of Theriva Biologics, Inc. f/k/a Synthetic Biologics, Inc. (the “Company”) heretofore established the Synthetic Biologics, Inc. 2020 Stock Incentive Plan (the “Plan”); and
WHEREAS, the Board desires to amend the Plan to increase the maximum number of shares of common stock of the Company available for grants of Awards thereunder (as of the date of this amendment, previously adopted the Plan) by an additional 2,000,000 shares of common stock to 6,500,000 shares of common stock; and
WHEREAS, pursuant to Section 17.2 of the Plan, the Board has the right to amend the Plan with respect to certain matters; and
WHEREAS, the Board has approved and authorized this Amendment No. 4 to the Plan and has recommended that the stockholders of the Company approve this Amendment No. 4;
NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended, subject to and effective as of the date of stockholder approval hereof, in the following particulars:
| 1. | Subject to approval of the Company’s stockholders, Section 4(a) of the Plan is hereby amended by increasing the share references in such section by an additional 2,000,000 shares of common stock to 6,500,000 shares of common stock, so that Section 4(a) reads in its entirety as follows: |
| (a) | Subject to adjustment pursuant to Section 4.3 hereof, the maximum aggregate number of shares of Common Stock which may be issued under all Awards granted to Participants under the Plan shall be 6,500,000 shares (the “Initial Limit”), all of which may, but need not, be issued in respect of Incentive Stock Options. |
| 2. | Except as specifically set forth herein, the terms of the Plan shall be and remain unchanged, and the Plan as amended shall remain in full force and effect. |
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this Amendment No. 4 as evidence of its adoption by the Board on the date set forth above.
| THERIVA BIOLOGICS, INC. | ||
| By: | /s/ Steven A. Shallcross | |
| Name: | Steven A. Shallcross | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
| Dated: August 3, 2026 | ||