Current Report Filing (8-k)
December 20 2022 - 4:31PM
Edgar (US Regulatory)
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2022-12-15
2022-12-15
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): December 15, 2022
THERIVA BIOLOGICS, INC.
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-12584 |
|
13-3808303 |
|
(State or other jurisdiction of
incorporation) |
|
(Commission File No.) |
|
(IRS Employer Identification
No.) |
9605 Medical Center Drive, Suite 270
Rockville, Maryland 20850
(Address of principal executive offices and zip
code)
(301) 417-4364
Registrant’s telephone number, including
area code
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| |
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which
registered |
| Common stock, par value $0.001 per share |
TOVX |
NYSE American |
Indicate by check mark whether the registrant
is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by checkmark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
| |
Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 15, 2022, the Board of Directors (the
“Board”) of the Company awarded Steven A. Shallcross, the Company’s Chief Executive Officer and Chief Financial Officer:
(i) a cash bonus equal to $385,000, and (ii) an option to purchase 475,000 shares of the Company’s common stock (the “Common
Stock”). The stock option granted to Mr. Shallcross has an exercise price of $0.58 per share, which was the closing price of the
Common Stock on the date of the grant (December 15, 2022), vest pro rata, on a monthly basis, over 36 consecutive months and expires seven
(7) years from the date of the grant, unless terminated earlier. The stock option was granted pursuant to the Company’s 2020 Stock
Incentive Plan, and the Company’s effective registration statement on Form S-8 for the 2020 Stock Incentive Plan.
In addition, on December 15, 2022, the Company
entered into an Amendment to Mr. Shallcross’s Employment Agreement to increase his base salary to $614,250.
On December 15, 2022, the Board also awarded Francis
Tufaro, the Company’s Chief Operating Officer: (i) a cash bonus equal to approximately 40% of his current base salary, and (ii)
an option to purchase 100,000 shares of the Company’s Common Stock. The stock option granted to Mr. Tufaro has an exercise price
of $0.58 per share, which was the closing price of the Common Stock on the date of the grant (December 15, 2022), vest pro rata, on a
monthly basis, over 36 consecutive months and expires seven (7) years from the date of the grant, unless terminated earlier. The stock
option was granted pursuant to the Company’s 2020 Stock Incentive Plan, and the Company’s effective registration statement
on Form S-8 for the 2020 Stock Incentive Plan.
In addition, on December 15, 2022, the Company
entered into an Amendment to Mr. Tufaro’s Employment Agreement to increase his base salary to $393,750.
On December 15, 2022, the Board also awarded each
non-executive director an option to purchase 100,000 shares of the Company’s Common Stock. The stock option granted to Mr. Tufaro
has an exercise price of $0.58 per share, which was the closing price of the Common Stock on the date of the grant (December 15, 2022),
vest pro rata, on a monthly basis, over 12 consecutive months and expires seven (7) years from the date of the grant, unless terminated
earlier. The stock option was granted pursuant to the Company’s 2020 Stock Incentive Plan, and the Company’s effective registration
statement on Form S-8 for the 2020 Stock Incentive Plan.
The information contained in this Item 5.02 regarding
the Amendment to Mr. Shallcross’s Employment Agreement and the Amendment to Mr. Tufaro’s Employment Agreement is qualified
in its entirety by a copy of the Amendments to Employment Agreements attached to this Current Report on Form 8-K as Exhibits 10.1 and
10.2 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Dated: December 20, 2022 |
THERIVA BIOLOGICS, INC. |
| |
|
|
|
| |
By: |
/s/ Steven A. Shallcross |
| |
|
Name: |
Steven A. Shallcross |
| |
|
Title: |
Chief Executive Officer and Chief Financial Officer |
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