IPO - Theriva Biologics, Inc.

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Form Type: 8-K

Filing Date: 2025-05-08

Corporate Action: Ipo

Type: New

Accession Number: 000110465925046170

Filing Summary: On May 8, 2025, Theriva Biologics, Inc. completed a public offering, raising approximately $7.5 million by selling 1,990,900 shares of common stock and pre-funded and common warrants. The offering included pre-funded warrants for 4,827,280 shares and common warrants for 6,818,180 shares. Each share and associated common warrant had a combined offering price of $1.10, and the pre-funded warrants had a price of $1.099. The proceeds are intended for working capital and general corporate purposes, including potential investments or acquisitions. The issuance of warrants allows for significant flexibility in exercising conditions based on stock performance and company actions. A securities purchase agreement was entered into with investors, preventing new share issuances for 90 days and limiting other stock sales for six months. Additionally, a placement agency agreement was established, and the company promised a 7.0% fee plus reimbursement for legal and other expenses. Press releases announcing the offering pricing and closing date were also issued on May 7 and May 8, 2025, respectively. As of this filing, there are 4,773,358 shares of common stock outstanding.

Additional details:

Offering Size: 1,990,900 shares


Pre Funded Warrants: 4,827,280 shares


Common Warrants: 6,818,180 shares


Gross Proceeds: $7.5 million


Public Offering Price: $1.10


Pre Funded Warrant Price: $1.099


Exercise Price Common Warrants: $1.10


Exercise Price Pre Funded Warrants: $0.001


Lock Up Period: 90 days


Placement Agent Fee: 7.0% of gross proceeds


Form Type: S-1/A

Filing Date: 2025-03-21

Corporate Action: Ipo

Type: New

Accession Number: 000110465925026682

Filing Summary: Theriva Biologics, Inc. is conducting a public offering of up to 8,403,361 shares of common stock, alongside warrants, to finance its oncology-focused therapeutic developments. The prospectus outlines various aspects of the offering including estimated proceeds of approximately $8.95 million if all shares are sold at an assumed price of $1.19. The offering is structured as a best efforts basis and does not impose a minimum sale condition. Notably, the company is emerging from a strategic transformation, following an acquisition of VCN Biosciences in March 2022, shifting its focus to oncology and detailing its lead product candidate, VCN-01, which is currently in clinical trials for various cancers. Additionally, the document cites risks associated with the offering and investor participation without a guaranteed refund or minimum sale, which may impact the company's ability to fulfill business objectives.

Additional details:

Shares Offered: 8403361


Warrants Offered: 8403361


Exercise Price: $0.001


Agent: A.G.P./Alliance Global Partners


Offering Price: $1.19


Offering End Date: 2025-04-30


Form Type: S-1/A

Filing Date: 2025-01-21

Corporate Action: Ipo

Type: New

Accession Number: 000110465925004895

Filing Summary: Theriva Biologics, Inc. is registering for an initial public offering (IPO) of up to 6,756,756 shares of common stock and associated warrants, adopting a strategic focus on oncology. The offer includes common warrants and pre-funded warrants allowing for the purchase of additional shares of common stock, with the total offering potentially reaching 13,513,512 shares underlying the various warrants. The assumed public offering price is $1.48 per share based on prior market activity on January 17, 2025. The company, which has transitioned from its initial focus on gastrointestinal diseases to oncology following the acquisition of VCN Biosciences in March 2022, is currently developing a lead product candidate (VCN-01) for treatment in clinical trials targeting pancreatic cancer and other solid tumors. A.G.P./Alliance Global Partners is the sole placement agent for this offering, which is aimed at raising funds to support the company’s strategic objectives and clinical trials, with closure expected by February 12, 2025. Risks associated with the offering include the potential for insufficient investor interest leading to reduced proceeds and challenges in selling the securities, emphasizing that there is no minimum offering requirement for closing.

Additional details:

Company Name: Theriva Biologics, Inc.


State Of Incorporation: Nevada


Contact Address: 9605 Medical Center, Suite 270, Rockville, MD 20850


Business Focus: Oncology


Lead Product Candidate: VCN-01


Public Offering Price: $1.48


Total Shares Offered: Up to 6,756,756


Total Warrants Offered: Up to 13,513,512


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