ROCKVILLE, Maryland, Aug. 16, 2024 (GLOBE NEWSWIRE) — Theriva Biologics, Inc. (NYSE American: TOVX), a diversified clinical-stage company developing therapeutics to treat diseases in areas of high unmet need, today announced a reverse stock split of its issued and outstanding common stock, par value of $0.001 per share, on a ratio of one (1) common share for every twenty-five (25) common shares, effective at 12:01 a.m. (Eastern Time) on August 26, 2024 (the “Effective Date”). The Company’s common stock will trade on a split-adjusted basis beginning at market open on August 26, 2024. The reverse stock split was approved by the Company’s Board of Directors on August 15, 2024. Pursuant to the laws of the State of Nevada, the state in which the Company is incorporated, the Board of Directors of the Company has the authority to effect a reverse stock split without shareholder approval if the number of authorized shares of common stock and the number of shares of common stock outstanding are proportionately reduced. The Company will file a certificate of amendment to its articles of incorporation, as amended, with the Nevada Secretary of State to effect the reverse stock split. The Company’s common stock will continue to trade on the NYSE American under the ticker symbol “TOVX,” but under a new CUSIP number of 87164U 508.

As a result of the reverse split, every twenty-five (25) shares of common stock issued prior to the split will automatically, without any further action by the holders, be aggregated into one (1) new share of common stock, and the number of shares of common stock issued will decrease from 25,131,230 shares to 1,005,249 shares, without regard to fractional shares.

The reverse stock split is conducted to ensure that the company can meet the per share pricing requirements of the NYSE American, the current stock exchange on which the company is listed.

No fractional shares will be issued under the reverse stock split. Shareholders who would otherwise be entitled to a fraction of a share because they hold a number of shares that is not evenly divisible by the reverse split ratio of one (1) to twenty-five (25) will automatically be entitled to an additional fraction of a share of the Company’s common stock, rounded up to the nearest whole share.

The Company’s transfer agent, Equiniti Trust Company, which is also acting as exchange agent for the reverse split, will send instructions to shareholders of record who hold stock certificates to exchange their old certificates for new certificates, if they so choose. Shareholders who hold their shares in brokerage accounts or in “street name” do not need to take any action to effect the exchange of their shares.

About Theriva™ Biologics, Inc.

Theriva™ Biologics (NYSE American: TOVX) is a diversified clinical-stage company developing therapeutics to treat cancer and related diseases in areas of high unmet need. The Company is developing a novel oncolytic adenovirus platform for intravenous (IV), intravitreal and antitumor delivery to induce tumor cell death, improve access of concurrently 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 that selectively and aggressively replicates in tumor cells and degrades the tumor stromal barrier, which serves as a major physical and immunosuppressive barrier in cancer treatment; (2) SYN-004 (ribaxamase), designed to degrade certain commonly used intravenous beta-lactam antibiotics in the gastrointestinal tract to prevent microbiome damage, thereby limiting the 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 for the treatment of both local GI and systemic diseases. For more information, visit Theriva Biologics’ website at www.therivabio.com.

Forward-looking statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by terms such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates” and similar expressions, and include statements regarding our proposed stock split. These forward-looking statements are based on management’s expectations and assumptions as of the date of this press release and are subject to a number of risks and uncertainties, many of which are difficult to predict and which could cause actual results to differ materially from current expectations and assumptions expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ materially from current expectations include, among others, that the stock split will have the intended effect,the ability to continue to enroll patients as planned and generate clinical data demonstrating that VCN-01 can lead to improved clinical outcomes for patients with PDAC and other solid cancers; the Company’s and VCN’s product candidates demonstrating safety and efficacy and results consistent with previous results; the ability to complete clinical trials in a timely manner and achieve the desired results and benefits; the ability to obtain regulatory approval to commercialize product candidates or to meet ongoing regulatory requirements, regulatory restrictions on the Company’s and VCN’s ability to promote or commercialize their product candidates for the specific indications, the acceptance of the product candidates in the market and the successful development, commercialization or sale of the Company’s and VCN’s products, developments by competitors that render such products obsolete or uncompetitive, the Company’s and VCN’s ability to maintain licensing agreements, the continued maintenance and growth of the Company’s and VCN’s patent portfolio, the ability to continue to remain well financed and other factors described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and its other filings with the SEC, including subsequent periodic reports on Form 10-Q and current reports on Form 8-K. The information in this release is provided only as of the date hereof, and Theriva Biologics undertakes no obligation to update any forward-looking statements contained in this release as a result of new information, future events or otherwise, except as required by law.

For further information please contact:

Investor Relations:
Chris Calabrese
LifeSci Advisors, LLC
[email protected]
917-680-5608