UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On October 2, 2023, Theriva Biologics, Inc. (the “Company”) held the 2023 Annual Meeting where the Company’s stockholders voted on the following two (2) 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 and 2 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 | 2,300,404 | 1,035,184 | 4,077,933 | |||||||||
| Steven A. Shallcross | 2,553,173 | 782,415 | 4,077,933 | |||||||||
| John Monahan | 1,996,551 | 1,339,037 | 4,077,933 | |||||||||
| Jeffrey Wolf | 2,351,404 | 984,184 | 4,077,933 | |||||||||
Proposal 2 — Ratification of the appointment of BDO USA P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2023.
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, 2023 based on the votes listed below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 7,059,989 | 171,037 | 182,495 | 0 | |||||||||||
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
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: October 3, 2023 | THERIVA BIOLOGICS, INC. | ||
| By: | /s/ Steven A. Shallcross | ||
| Name: | Steven A. Shallcross | ||
| Title: | Chief Executive Officer and Chief Financial Officer | ||
Cover |
Oct. 02, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Oct. 02, 2023 |
| Entity File Number | 001-12584 |
| Entity Registrant Name | THERIVA BIOLOGICS, INC. |
| Entity Central Index Key | 0000894158 |
| Entity Tax Identification Number | 13-3808303 |
| Entity Incorporation, State or Country Code | NV |
| Entity Address, Address Line One | 9605 Medical Center Drive |
| Entity Address, Address Line Two | Suite 270 |
| Entity Address, City or Town | Rockville |
| Entity Address, State or Province | MD |
| Entity Address, Postal Zip Code | 20850 |
| City Area Code | 301 |
| Local Phone Number | 417-4364 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common stock, par value $0.001 per share |
| Trading Symbol | TOVX |
| Security Exchange Name | NYSEAMER |
| Entity Emerging Growth Company | false |