{"url_path":"/sec/tovx/8-k/2026-06-05/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/894158/0001104659-26-070966-index.html","accession_number":"0001104659-26-070966","cik":"0000894158","ticker":"TOVX","issuer_name":"Theriva Biologics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/894158/0001104659-26-070966-index.html","primary_entity_key":"0000894158","primary_entity_name":"Theriva Biologics, Inc."},"word_count":353,"has_tables":true,"body_markdown":"**Item 8.01. Other Events.**\n\n** **\n\nOn June 5, 2026, Theriva Biologics, Inc. (the\n“Company”) called to order its Special Meeting of Stockholders (the “Special Meeting”). At that time, there were\nnot present or represented by proxy a sufficient number of shares of the Company’s common stock to constitute a quorum. As a result,\nthe Company was not able to convene the Special Meeting. The Company intends to call a new meeting of stockholders to seek approval of\nthe warrant exercise proposal and adjournment proposal set forth in the definitive proxy statement filed with the Securities Exchange\nCommission (the “SEC”) by the Company on April 30, 2026. The Company intends to file with the SEC and mail proxy materials\nto its stockholders that will include information regarding the date and time of the new meeting, as required.\n\n \n\nUnder that certain warrant inducement agreement\n(the “Inducement Agreement”), dated October 16, 2025, by and between the Company and certain institutional investors,\nthe Company agreed to use its reasonable best efforts to call a stockholder meeting within 60 days following the closing of the transactions\ncontemplated by the Inducement Agreement for the purpose of seeking approval of the issuance of up to an aggregate of 16,184,560\nshares of the Company’s common stock upon the exercise of certain common stock purchase warrants (“Warrants”) issued\npursuant to the Inducement Agreement (“Stockholder Approval”). The purpose of the Special Meeting was to seek such Stockholder\nApproval. Because the Company was not able to convene the Special Meeting, unless waived by the investors, the Company will be required\nunder the Inducement Agreement to continue to call an additional meeting of stockholders every 60 days thereafter to seek Stockholder\nApproval until the earlier of the date on which Stockholder Approval is obtained or the Warrants are no longer outstanding.\n\n \n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf\nby the undersigned hereunto duly authorized.\n\n \n\nDated: June 5,\n2026\n**THERIVA\nBIOLOGICS, INC.**\n\n \n \n \n \n\n \nBy:\n/s/ Steven A. Shallcross\n\n \n \nName:\nSteven A. Shallcross\n\n \n \nTitle:\nChief Executive Officer and Chief Financial Officer"}