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Positive
Immediate gross proceeds of $4.0 million
Potential additional exercise window up to $0.4 million
Exclusive financial advisor: A.G.P./Alliance Global Partners
Negative
Potential issuance of 14,720,920 new warrants
Existing warrants exercised at $0.54 — dilutive to shareholders
New warrants exercisable only after stockholder approval, creating timing risk
Warrant inducement raises $4.0 million now but extends dilution risk via new warrants exercisable after stockholder approval.
The company secured immediate cash by inducing holders to exercise up to 7,360,460 existing warrants at a reduced price of $0.54, generating approximately $4.0 million in gross proceeds, with an offer window to add another $0.4 million. In return, investors receive new unregistered warrants to buy up to 14,720,920 shares at the same $0.54 exercise price, exercisable after the Approval Date and expiring five years later.
This transaction supplies near-term working capital while postponing substantive dilution until the New Warrants become exercisable and the company files the resale registration statement. Key dependencies include shareholder approval timing and successful SEC registration; those items determine when the New Warrants convert to stock and the ultimate cash inflow from their exercise. Watch for the closing around October 17, 2025, the filing and effectiveness of the registration statement, and any shareholder vote outcomes over the next several weeks.
Structure trades immediate liquidity for contingent future dilution through a sizable pool of new warrants.
The deal converts existing warrants into immediate cash at a reduced exercise price and grants replacement New Warrants that total twice the number of shares underlying the exercised warrants. The company intends to use net proceeds for working capital and general corporate purposes, and the New Warrants and underlying shares remain unregistered until the company files a registration statement.
Material items to monitor are the registration filing and the stockholder approval that triggers New Warrant exercisability; both affect when holders can convert and whether the company obtains additional cash from future exercises. The near-term effect is improved liquidity; the medium-term effect depends on shareholder approval and whether warrant holders exercise, which will affect share count and capital raised over a multi-year window ending five years after the Approval Date.
10/16/2025 – 08:11 AM
ROCKVILLE, Md., Oct. 16, 2025 (GLOBE NEWSWIRE) — Theriva Biologics (NYSE American: TOVX), (“Theriva” or the “Company”), a clinical-stage company focused on developing cancer therapeutics, announced today a warrant inducement agreement with existing institutional investors. This agreement aims to accelerate the exercise of outstanding warrants for up to 7,360,460 shares of common stock (the “Existing Warrants”) at a reduced exercise price of $0.54 per share. The move is expected to generate gross proceeds of approximately $4.0 million before fees and transaction expenses. An additional offer window is available, potentially adding another $0.4 million in gross proceeds, expiring at 11:30 AM ET. Theriva intends to allocate the net proceeds to bolstering working capital and for general corporate needs.
The company is incentivizing the immediate and full exercise of the Existing Warrants by offering investors new, unregistered warrants (the “New Warrants”) in a private placement. These New Warrants allow the purchase of up to 14,720,920 common stock shares. Mirroring the previous agreement, the New Warrants have an exercise price of $0.54 per share. They become exercisable upon stockholder approval (the “Approval Date”) and expire five years thereafter. The closing of the warrant inducement transaction is projected to occur on or around October 17, 2025, contingent upon customary closing conditions.
A.G.P./Alliance Global Partners served as the exclusive financial advisor for this transaction.
The New Warrants were offered via private placement under Securities Act exemptions, and remain unregistered. They can only be offered or sold in the United States following SEC registration or under an applicable exemption. Theriva has committed to filing a registration statement with the SEC to cover the resale of common stock issued upon the exercise of the New Warrants.
This announcement does not constitute a solicitation of an offer to buy, nor does it represent an offer to sell these securities in any jurisdiction where such activity is unlawful prior to registration or qualification under local securities laws.
**Theriva Biologics: A Deeper Dive**
Theriva Biologics (NYSE American: TOVX) is evolving its pipeline, concentrating on addressing cancers with significant unmet needs. The lead candidate, VCN-01, is an oncolytic adenovirus. It’s engineered to amplify specifically within tumor cells and to weaken the tumor stroma, which often impedes drug delivery and suppresses the body’s immune response. Additionally, Theriva’s pipeline includes SYN-004 (ribaxamase), designed to mitigate microbiome damage from commonly used IV beta-lactam antibiotics, and SYN-020, an oral formulation of intestinal alkaline phosphatase.
**Strategic Rationale and Technical Considerations**
This warrant inducement strategy offers Theriva immediate capital while potentially diluting existing shareholders in the long term. The reduced exercise price encourages warrant holders to convert their positions now, strengthening Theriva’s balance sheet. However, the issuance of new warrants introduces the possibility of future dilution.
The success of this strategy hinges on several factors: shareholder approval for the New Warrants, the timing and effectiveness of the SEC registration statement, and the willingness of warrant holders to exercise their options in the future. Analysts at CNBC note that while providing near-term liquidity, the deal shifts the dilution risk further out, contingent upon future market conditions and company performance.
**Forward-Looking Statements**
This document contains forward-looking statements subject to the Private Securities Litigation Reform Act of 1995. Such statements are based on management’s current expectations and are subject to risks and uncertainties, including those related to the closing of the warrant inducement transaction, intended use of proceeds, product candidate safety and efficacy, clinical trial timelines, regulatory approvals, market acceptance, competition, license agreements, patent maintenance, financing availability, and other factors detailed in the Company’s SEC filings, including its most recent Form 10-K and subsequent reports on Forms 10-Q and 8-K. Theriva does not undertake to update the forward-looking statements provided herein, except as required by law.
What is the total gross proceeds from Theriva Biologics’ warrant inducement (TOVX)?
The transaction generates approximately $4.0 million in gross proceeds, with an additional offer window up to $0.4 million.
How many shares will be issued if existing warrants are exercised in Theriva’s deal (TOVX)?
Existing warrants cover up to 7,360,460 common shares upon immediate exercise at $0.54 per share.
How many new warrants will investors receive in the Theriva (TOVX) private placement?
Investors will receive new unregistered warrants to purchase up to 14,720,920 shares at an exercise price of $0.54.
When will the new warrants from Theriva (TOVX) become exercisable and when do they expire?
The new warrants become exercisable on the Approval Date (after stockholder approval) and expire five years after that date.
What will Theriva (TOVX) use the net proceeds from the warrant inducement for?
The company intends to use net proceeds for working capital and other general corporate purposes.
When is the closing date for Theriva Biologics’ warrant inducement transaction (TOVX)?
The closing is expected to occur on or about October 17, 2025, subject to customary closing conditions.
