Theriva Biologics, Inc. (TOVX) - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Theriva Biologics, Inc. on August 22, 2024, regarding a corporate action effective August 26, 2024. The Company, incorporated in Nevada and listed on the NYSE American under the symbol "TOVX," executed a reverse stock split to comply with exchange listing requirements.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The report focuses exclusively on capital structure adjustments.
- Pre-Split Outstanding Shares: 25,131,230
- Post-Split Outstanding Shares: 1,005,249 (subject to rounding)
- Reverse Stock Split Ratio: 1-for-25
- Par Value: $0.001 per share (unchanged)
- New CUSIP: 87164U 508
Material Changes Versus Prior Period
The primary material change is the reduction of outstanding common stock by approximately 96% due to the 1-for-25 reverse stock split. This action was taken to meet the per-share price requirements of the NYSE American. No fractional shares were issued; instead, holders entitled to fractional shares received a rounded-up whole share.
Guidance, Outlook, and Management Commentary
Management commentary is limited to the rationale for the split: compliance with NYSE American listing standards. The Board of Directors approved the split on August 15, 2024, without shareholder approval, as permitted under Nevada law for proportional reductions. The split automatically adjusted the exercise prices and share counts for all outstanding preferred stock, options, and warrants. The trading symbol remains "TOVX."
Investor Verification Checklist
- Verify the new CUSIP number (87164U 508) with your broker to ensure proper account adjustment.
- Confirm the post-split share count in your brokerage account reflects the 1-for-25 ratio and rounding rules.
- Review the adjustment of exercise prices for any held options or warrants.
- Monitor the stock price on the NYSE American post-split to ensure it meets the minimum bid price requirement.