Theriva Biologics Announces Pricing of $2.5 Million Public Offering

ROCKVILLE, Md., September 26, 2024 (GLOBE NEWSWIRE) — Theriva Biologics, Inc. (NYSE American: TOVX) (“Theriva” or the “Company”), a diversified clinical-stage company developing therapeutic products designed to treat cancer . and related diseases in areas of high, unmet need, today announced the pricing of its “best reasonable efforts” public offering for the purchase and sale of up to 1,428,600 shares of common stock ( or pre-funded warrants in their place) and purchase warrants. up to 1,428,600 shares of common stock at a combined offering price of $1.75 per share and accompanying warrant (the “Offering”). The Company expects to receive aggregate gross proceeds of approximately $2.5 million, before deducting placement agent fees and other offering expenses, and assuming no exercise of the subscription warrants. The warrants will have an exercise price of $2.00 per share, are exercisable immediately and will expire five years from the date of issuance.

The offering is expected to close on or about September 27, 2024, subject to customary closing conditions. The Company intends to use the net proceeds from this offering primarily for working capital and general corporate purposes, including for research and development and manufacturing scale-up. The Company may also use a portion of the net proceeds to invest in or acquire other products, businesses or technologies, although it currently has no commitments or agreements regarding such investments or acquisitions.

AGP/Alliance Global Partners is acting as exclusive placement agent for the Offering.

The securities described above are being offered pursuant to a registration statement on Form S-1 (File No. 333-282024) previously filed with the Securities and Exchange Commission (“SEC”) on September 10, 2024, as amended , which came into force. on September 25, 2024. The Offering is being made only by means of a prospectus forming part of the effective registration statement. Copies of the preliminary prospectus and, when available, copies of the final prospectus relating to the Offering may be obtained from the SEC’s website located at https://www.sec.gov. Electronic copies of the final prospectus relating to the Offering may be obtained, when available, from AGP/Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at [email protected].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Theriva Biologics, Inc.

Theriva Biologics, Inc. (NYSE American: TOVX) is a diversified clinical-stage company developing therapeutic products designed to treat cancer and related diseases in areas of high, unmet need. The Company is developing a novel oncolytic adenovirus platform designed for intravenous (IV), intravitreal and anti-tumor delivery to trigger tumor cell death, improve access of co-administered anti-cancer therapies to the tumor and promote a robust anti-tumor response supported by the patient’s immune system. The Company’s lead candidates are: (1) VCN-01, an oncolytic adenovirus designed to replicate selectively and aggressively in tumor cells and to degrade the tumor stromal barrier that serves as an important physical and immunosuppressive barrier for treatment cancer; (2) SYN-004 (ribaxamase), designed to degrade certain IV beta-lactam antibiotics commonly used in the gastrointestinal (GI) tract to prevent damage to the microbiome, thereby limiting the proliferation 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 intestinal alkaline phosphatase (IAP) enzyme produced under cGMP conditions and intended to treat both local gastrointestinal diseases and systemic diseases. For more information, please visit the Theriva Biologics website at www.therivabio.com.

Forward-looking statement

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In certain cases, forward-looking statements can be identified by terminology such as “may”, “should”, “potential”, “continue”, “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates” and similar expressions. 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 results Actual results differ materially from current expectations and assumptions from those stated or implied in the forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the consummation of the offering, the satisfaction of customary closing conditions associated with the offering and the anticipated use of the proceeds of the offering. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Important factors that could cause actual results to differ materially from those indicated in the forward-looking statements are discussed in the preliminary prospectus relating to the offering filed with the Securities and Exchange Commission under the caption “Risk Factors.” You should also carefully consider the risks and uncertainties described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed by the Company with the SEC on March 25, 2023. 2024 and other documents filed by the Company from time to time with the SEC, including the Company’s Forms 10-Q filed with the SEC. The Company neither undertakes nor accepts any obligation to release publicly any updates or revisions to any forward-looking statement to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based. .

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