Theriva Biologics Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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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 29, 2025, Theriva Biologics, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment (“Amendment No. 3”) 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 2,500,000 shares of common stock to 4,500,000 shares of common stock. A description of the 2020 Stock Incentive Plan, as amended, 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 July 9, 2025 with the Securities and Exchange Commission (the “Commission”), in the section entitled “PROPOSAL 3- 2020 PLAN INCREASE PROPOSAL”. The description of Amendment No. 3 is qualified in its entirety by reference to the full text of Amendment No. 3, 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 29, 2025, the Company held the Annual Meeting where the Company’s stockholders voted on the following five (5) 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 and 5 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 | 1,553,873 | 224,893 | 2,212,112 | |||||||||
| Steven A. Shallcross | 1,550,420 | 228,346 | 2,212,112 | |||||||||
| John Monahan | 1,553,390 | 225,376 | 2,212,112 | |||||||||
| Jeffrey Wolf | 1,555,208 | 223,558 | 2,212,112 | |||||||||
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, 2025 based on the votes listed below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 3,609,552 | 326,917 | 54,409 | 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. 3 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 2,500,000 shares to 4,500,000 shares of common stock. As a result, a maximum of 4,500,000 shares of common stock may be issued under the 2020 Stock Incentive Plan, as amended. The results of the voting for this approved proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 1,143,977 | 621,601 | 13,188 | 2,212,112 | |||||||||||
Proposal 4 – Advisory Vote on the Approval of Executive Compensation.
The stockholders approved, on an advisory basis, the compensation of our named executive officers. The results for this approved proposal are as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 1,347,376 | 349,741 | 81,649 | 2,212,112 | |||||||||||
Proposal 5 –Advisory Vote Regarding the Frequency of Future Advisory Votes on Executive Compensation.
The stockholders approved a three-year frequency for holding future advisory votes on executive compensation. The results for this approved proposal are as follows:
| 1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN | Broker Non-Votes | ||||||||||||
| 564,863 | 197,450 | 977,742 | 38,711 | 2,212,112 | ||||||||||||
Following the approval by the Company’s stockholders and consistent with the voting results and the Board’s recommendation, the Company has determined to conduct an advisory vote on executive compensation every three years, in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act and the related Commission rules promulgated thereunder, until the Company is required to hold another advisory vote on the frequency of the advisory vote on executive compensation.
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. 3 to the Theriva Biologics, Inc. 2020 Stock Incentive Plan | |
| 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: September 4, 2025 | THERIVA BIOLOGICS, INC. | ||
| By: | /s/ Steven A. Shallcross | ||
| Name: | Steven A. Shallcross | ||
| Title: | Chief Executive Officer and Chief Financial Officer | ||