8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest eventreported): August 8, 2023

THERIVA BIOLOGICS, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-12584	13-3808303
(State or other jurisdiction of<br><br> <br>incorporation)	(Commission File No.)	(IRS Employer Identification<br><br> <br>No.)

9605 Medical Center Drive, Suite 270

Rockville, Maryland 20850

(Address of principal executive offices and zip code)

(301) 417-4364

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	TOVX	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02.	Results of Operations and Financial Condition.

On August 8, 2023, Theriva Biologics, Inc., a Nevada corporation (the “Registrant”) issued a press release that included financial information for its quarter ended June 30, 2023. A copy of the press release is attached as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference.

The information in this Item 2.02 and in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01.	Financial Statements and Exhibits.
(d)	Exhibits.
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ExhibitNumber	Description
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99.1	Press Release issued by Theriva Biologics, Inc., dated August 4, 2023
104	Cover Page Interactive Data File (embedded within the XBRL document)

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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 8, 2023	THERIVA BIOLOGICS, INC.
	By:	/s/ Steven A. Shallcross
		Name:	Steven A. Shallcross
		Title:	Chief Executive Officer and Chief Financial Officer

Exhibit 99.1

Theriva™ Biologics Reports Second Quarter2023 Operational Highlights and Financial Results

- Initiated dosing at U.S. sites for VIRAGE,the Phase 2b clinical trial of VCN-01 in combination with chemotherapy for Pancreatic Ductal Adenocarcinoma

-Second doses of intravenous VCN-01 administeredto patients in Spain and were well tolerated with a safety profile consistent with prior clinical trials -

-VIRAGE remains on track to complete enrollmentin the first quarter of 2024-

- VCN-01 granted Orphan Drug Designation bythe U.S. FDA for the treatment of pancreatic cancer –

- Ramon Alemany, Ph.D., appointed as SeniorVice President of Discovery, strengthening the collaboration with the Institut Catala d’Oncologia (ICO) and the Biomedical ResearchInstitute of Bellvitge (IDIBELL)-

-As of June 30, 2023, Theriva Biologics reports$34.2 million in cash, which is expected to provide runway into the fourth quarter of 2024-

-Conference call and webcast to be held on Tuesday,August 8th at 8:30 a.m. ET -

Rockville, MD, August 8, 2023 – Theriva™ Biologics (NYSE American: TOVX), a diversified clinical-stage company developing therapeutics designed to treat cancer and related diseases in areas of high unmet need, today reported financial results for the second quarter ended June 30, 2023, and provided a corporate update.

“We are pleased by the continued progress in the first half of 2023 and look forward to executing on key priorities for our a systemically administered oncolytic adenovirus and lead program, VCN-01, in key indications and therapeutic combinations,” said Steven A. Shallcross, Chief Executive Officer of Theriva Biologics. “Notably, we have initiated dosing at U.S. sites for VIRAGE, the Phase 2b trial of VCN-01 in patients with newly-diagnosed metastatic pancreatic ductal adenocarcinoma (PDAC). Dosing in Spain initiated in January 2023 and the first patients have now received their second doses of intravenous VCN-01, which were well tolerated with safety profile consistent with prior clinical trials. VIRAGE remains on track to complete enrollment in the first quarter of 2024. Reaching this critical milestone adds to the strong momentum for the trial and we are further encouraged by the FDA’s decision to grant orphan drug designation to VCN-01 for patients with pancreatic cancer, for which there is an urgent need for new treatment options.”

Mr. Shallcross continued, “We are encouraged by the growing clinical data that underscores VCN-01’s multi-modal mechanism of action, alone or in combination with chemotherapy and immunotherapy products. At the upcoming annual ESMO Congress in Madrid, investigators will present survival data from the ongoing study of VCN-01 in combination with durvalumab in patients with recurrent/metastatic squamous cell carcinoma of the head and neck, which will provide the first clinical insights into the feasibility of combining VCN-01 with an immune checkpoint inhibitor. These results build on the impressive safety, biochemical and mechanistic data presented last year, demonstrating that VCN-01 improved tumor immunogenicity in previously immunotherapy refractory patients. In parallel, we look forward to upcoming discussions with regulatory agencies planned in the second half of 2023 to discuss the development pathway for VCN-01 as an adjunct to chemotherapy in pediatric patients with advanced retinoblastoma. Further, as we continue to explore the potentially broad synergistic clinical benefit of VCN-01, we remain committed to pursuing new oncolytic virus candidates to leverage our novel Albumin Shield technology, which has tremendous potential for our pipeline.”

Recent Program Highlights and AnticipatedMilestones:

VCN-01:

·	Dosing is underway and enrollment continues to progress for VIRAGE, the randomized,<br>controlled, multicenter, open-label Phase 2b trial of VCN-01 in combination with standard-of-care chemotherapy (gemcitabine/nab-paclitaxel)<br>as a first line therapy in newly diagnosed metastatic PDAC patients. Initiated dosing at U.S sites following the initiation of dosing<br>in Spain in January 2023. The first patients in Spain have now received their second doses of intravenous VCN-01, which were well tolerated<br>with safety profile consistent with prior clinical trials. The trial is expected to enroll 92 patients and, remains on track to complete<br>enrollment (Q1 2024).
·	The U.S. Food and Drug Administration (FDA) has granted orphan drug designation<br>to VCN-01 for the treatment of pancreatic cancer. Previously, the FDA granted orphan drug designation to VCN-01 for treatment of retinoblastoma.
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·	The<br> University of Pennsylvania presented initial data from two ovarian cancer patients and one<br> pancreatic cancer patient in their investigator sponsored study combining VCN-01 with huCART-meso<br> cells. The presentation at the Cellicon Valley conference on Thursday 22 June 2023<br> demonstrated the feasibility of administering VCN-01 with huCART-meso cells and provided<br> evidence of persistence for both VCN-01 and CAR T-cells, supporting the potential opportunity<br> for VCN-01 in combination with immunotherapy products to treat solid tumors.
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·	Dosing is underway and screening is on-going for the investigator sponsored<br>clinical trial of VCN-01 in patients with high-grade brain tumors who are scheduled for surgical resection. The first patient was dosed<br>in January 2023 and the trial is being conducted at St. James’s University Hospital, United Kingdom, in collaboration with the University<br>of Leeds. If the results show that intravenous VCN-01 gains entry to brain tumors that are otherwise only accessible through surgery,<br>this could be transformative for patients by providing a potential systemic line of treatment.
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·	Additional anticipated milestones:
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o	Presentation of data from a Phase 1 investigator-sponsored study evaluating VCN-01 in combination with durvalumab for patients with<br>recurrent/ metastatic squamous cell carcinoma of the head and neck (R/M HNSCC) at the ESMO Congress being held in Madrid, Spain from October<br>20-24, 2023.
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o	The Company intends to meet with the FDA (H2 2023) to discuss the clinical development and potential registration pathway for VCN-01<br>as an adjunct to chemotherapy in pediatric patients with advanced retinoblastoma.
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SYN-004 (ribaxamase):

·

Dosing is underway for the ongoing Phase 1b/2a randomized, double-blinded,<br>placebo-controlled clinical trial of SYN-004 (ribaxamase) in allogeneic hematopoietic cell transplant (HCT) recipients for the prevention<br>of acute graft-versus-host-disease (aGVHD). SYN-004 appeared to be well tolerated in HCT patients treated with IV meropenem and SYN-004<br>was not detected in blood samples from the majority of the evaluable patients. The trial is on track to complete the second cohort (Q1<br>2024)

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Corporate Updates:

·	In May 2023, appointed Ramon Alemany, Ph.D., to Senior Vice President of<br>Discovery. In addition to overseeing Theriva’s discovery and development pipeline, Dr. Alemany continues to serve as Chair of the<br>Scientific Advisory Board.
o	Dr. Alemany is Head of the Immunotherapy and Virotherapy Group at the ProCURE Program of the Catalan Insitute of Oncology (ICO) and<br>the Oncobell Program of the Biomedical Research Institute of Bellvitge (IDIBELL). Dr. Alemany’s laboratory has developed unique<br>oncolytic adenoviruses that are highly selective for replication in tumor cells, with modifications for tumor-targeting, tumor stroma<br>degradation, evasion of neutralizing antibodies, and promotion of tumor immunogenicity.
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Second Quarter Ended June 30, 2023 Financial Results

General and administrative expenses increased to $2.7 million for the three months ended June 30, 2023, from $1.5 million for the three months ended June 30, 2022. This increase of 80% is primarily comprised of increased expense related to the fair value of the contingent consideration adjustment of $0.9 million, along with higher audit fees, consulting fees, travel, and VCN administrative expenses not included in the prior year, offset by a decrease in legal costs related to the VCN acquisition. The charge related to stock-based compensation expense was $106,000 for the three months ended June 30,2023, compared to $86,000 for the three months ended June 30, 2022.

Research and development expenses decreased to $3.1 million for the three months ended June 30, 2023, from approximately $3.5 million for the three months ended June 30, 2022. This decrease of 10% is primarily the result of lower expenses related to our Phase 1b/2a clinical trial of SYN-004 (ribaxamase) in allogeneic HCT recipients Phase 1a clinical trial of SYN-020, and decreased manufacturing expenses related to our Phase 1a clinical trial of SYN-020, offset by increased clinical trial expenses related to VCN-01. We anticipate research and development expense to increase as we continue enrollment in our VIRAGE Phase 2 clinical trial of VCN-01 in PDAC, and our ongoing Phase 1 clinical trial in retinoblastoma, expand GMP manufacturing activities for VCN-01, and continue supporting our VCN-11 and other preclinical and discovery initiatives. The charge related to stock-based compensation expense was $40,000 for the three months ended June 30, 2023, compared to $27,000 related to stock-based compensation expense for the three months ended June 30, 2022.

Other income was $377,000 for the three months ended June 30, 2023 compared to other expense of $17,000 for the three months ended June 30, 2022. Other income for the three months ended June 30, 2023 is primarily comprised of interest income of $381,000 and exchange loss of $4,000. Other income for the three months ended June 30, 2022 is primarily comprised of interest income of $26,000 offset by an exchange loss of $9,000.

Cash and cash equivalents totaled $34.2 million as of June 30, 2023, compared to $41.8 million as of December 31, 2022.

Conference Call

Theriva Biologics will host a conference call on Tuesday, August 8, 2023, at 8:30 a.m. ET to discuss its financial results for the quarter ended June 30, 2023 and provide a corporate update. Individuals may participate in the live call via telephone by dialing 1-877-451-6152 (domestic) or 1-201-389-0879 (international) and using the conference ID: 13739888. Participants are asked to dial in 15 minutes before the start of the call to register. Investors and the public can access the live and archived webcast of this call via the “News & Media” section of the company’s website, https://www.therivabio.com, under “Events” or by clicking here, up to 90 days after the call.

About Theriva™ Biologics, Inc.

Theriva™ Biologics (NYSE American: TOVX), is a diversified clinical-stage company developing therapeutics designed to treat cancer and related diseases in areas of high unmet need. The Company is advancing a new oncolytic adenovirus platform designed for intravenous (IV), intravitreal and antitumoral delivery to trigger tumor cell death, improve access of co-administered cancer therapies to the tumor, and promote a robust and sustained anti-tumor response by the patient’s immune system. The Company’s lead candidates are: (1) VCN-01, an oncolytic adenovirus designed to replicate selectively and aggressively within tumor cells, and to degrade the tumor stroma barrier that serves as a significant physical and immunosuppressive barrier to cancer treatment; (2) SYN-004 (ribaxamase) which is designed to degrade certain commonly used IV beta-lactam antibiotics within the gastrointestinal (GI) tract to prevent microbiome damage, thereby limiting overgrowth of pathogenic organisms such as VRE (vancomycin resistant Enterococci) and reducing the incidence and severity of acute graft-versus-host-disease (aGVHD) in allogeneic hematopoietic cell transplant (HCT) recipients; and (3) 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. For more information, please visit Theriva Biologics' website at www.therivabio.com.

Forward-Looking Statement

This release contains forward-lookingstatements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases forward-looking statements canbe identified by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, and include statements regarding VIRAGE remaining on track to complete enrollmentin the first quarter of 2024, upcoming discussions with regulatory agencies planned in the second half of 2023 to discuss thedevelopment pathway for VCN-01 as an adjunct to chemotherapy in pediatric patients with advanced retinoblastoma, the broadsynergistic clinical benefit of VCN-01, the expected enrollment of 92 patients in the VIRAGE trial, the opportunity for VCN-01 incombination with immunotherapy products to treat solid tumors, VCN-01 being transformative for patients by providing a potentialsystemic line of treatment, the SYN-004 trial being on track to complete the second cohort (Q1 2024). and cash being expectedto provide runway into the fourth quarter of 2024,. These forward-looking statements are based on management’s expectationsand assumptions as of the date of this press release and are subject to a number of risks and uncertainties, many of which aredifficult to predict that could cause actual results to differ materially from current expectations and assumptions from those setforth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially fromcurrent expectations include, among others, the Company’s and VCN’s ability to reach clinical milestones whenanticipated, including completion of enrollment in Virage in the first quarter of 2024 and completing the SYN-004 second cohort inthe first quarter of 2024, generating clinical data that establishes VCN-01 being an adjunct to chemotherapy in pediatric patientswith advanced retinoblastoma and combining with immunotherapy products to treat solid tumors, the Company’s ability tosuccessfully combine and operate the business of the Theriva Biologics and VCN, the Company’s and VCN’s productcandidates demonstrating safety and effectiveness, as well as results that are consistent with prior results; the ability tocomplete clinical trials on time and achieve the desired results and benefits, continuing clinical trial enrollment as expected; theability to obtain regulatory approval for commercialization of product candidates or to comply with ongoing regulatory requirements,regulatory limitations relating to the Company’s and VCN’s ability to promote or commercialize their product candidatesfor the specific indications, acceptance of product candidates in the marketplace and the successful development, marketing or saleof the Company’s and VCN’s products, developments by competitors that render such products obsolete or non-competitive,the Company’s and VCN’s ability to maintain license agreements, the continued maintenance and growth of theCompany’s and VCN’s patent estate, the ability to continue to remain well financed and the cash providing a runway intothe fourth quarter of 2024, and other factors described in the Company’s Annual Report on Form 10-K for the year endedDecember 31, 2022 and its other filings with the SEC, including subsequent periodic reports on Forms 10-Q and current reportson Form 8-K. The information in this release is provided only as of the date of this release, and Theriva Biologics undertakesno obligation to update any forward-looking statements contained in this release on account of new information, future events, orotherwise, except as required by law.

For further information, please contact:

Investor Relations:

Chris Calabrese

LifeSci Advisors, LLC

ccalabrese@lifesciadvisors.com

917-680-5608

Theriva Biologics, Inc. and Subsidiaries

Consolidated Balance Sheets

(In thousands except share and par value amounts)

(Unaudited)

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			December 31, 2022
Assets
Current Assets
Cash and cash equivalents	34,248		$	41,786
Prepaid expenses and other current assets	3,717			3,734
Total Current Assets	37,965			45,520
Non-Current Assets
Property and equipment, net	301			345
Restricted cash	100			99
Right of use asset	1,956			1,199
In-process research and development	19,483			19,150
Goodwill	5,621			5,525
Deposits and other assets	23			23
Total Assets	65,449		$	71,861
Liabilities and Stockholders‘ Equity
Current Liabilities:
Accounts payable	741		$	915
Accrued expenses	1,826			1,496
Accrued employee benefits	1,070			1,403
Contingent consideration, current portion	4,978			2,973
Loans payable-current	67			57
Operating lease liability	452			216
Total Current Liabilities	9,134			7,060
Non-current Liabilities
Non-current contingent consideration	5,773			7,211
Loan Payable - Long term	153			221
Deferred tax liabilities, net	952			1,618
Operating lease liability - Long term	1,684			1,187
Total Liabilities	17,696			17,297
Commitments and Contingencies
Temporary Equity
Series C convertible preferred stock, 0.001 par value; 10,000,000 authorized;275,000 issued and outstanding	2,006			2,006
Series D convertible preferred stock, 0.001 par value; 10,000,000 authorized;100,000 issued and outstanding	728			728
Stockholders’ Equity:
Common stock, 0.001 par value; 350,000,000 shares authorized, 17,762,010 issued and 17,041,777 outstanding at June 30, 2023 and 15,844,294 issued and 15,124,061 outstanding at December 31, 2022	18			16
Additional paid-in capital	346,176			343,750
Treasury stock at cost, 720,233 shares at June 30, 2023 and at December 31, 2022	(288	)		(288	)
Accumulated other comprehensive loss	(356	)		(679	)
Accumulated deficit	(300,531	)		(290,969	)
Total Stockholders’ Equity	45,019			51,830
Total Liabilities Temporary Equity, and Stockholders’ Equity	65,449		$	71,861

All values are in US Dollars.

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Theriva Biologics, Inc. and Subsidiaries

Consolidated Statements of Operations and ComprehensiveLoss

(In thousands, except share and per share amounts)

(Unaudited)

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	For the three months ended June 30,						For the six months ended June 30,
	2023			2022			2023			2022
Operating Costs and Expenses:
General and administrative		2,687			1,541			4,888			3,196
Research and development		3,133			3,485			6,110			6,082
Total Operating Costs and Expenses		5,820			5,026			10,998			9,278
Loss from Operations		(5,820	)		(5,026	)		(10,998	)		(9,278	)
Other Expense:
Exchange loss		(4	)		(9	)		1			(31	)
Interest income		381			26			745			27
Total Other Income (Expense)		377			17			746			(4	)
Net Loss		(5,443	)		(5,009	)		(10,252	)		(9,282	)
Income tax benefit		359			532			689			532
Net Loss Attributable to Common Stockholders	$	(5,084	)	$	(4,477	)	$	(9,563	)	$	(8,750	)
Net Loss Per Share - Basic and Dilutive	$	(0.34	)	$	(0.28	)	$	(0.63	)	$	(0.59	)
Weighted average number of shares outstanding during the period - Basic and Dilutive		15,166,209			15,844,061			15,145,252			14,837,832
Net Loss		(5,084	)		(4,477	)		(9,563	)		(8,750	)
Gain(Loss) on foreign currency translation		(51	)		(1,442	)		323			(1,261	)
Total comprehensive loss	$	(5,135	)	$	(5,919	)	$	(9,240	)	$	(10,011	)

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