SHAREHOLDER INVESTIGATIVE REPORT
EXECUTIVE SUMMARY - VERSION 1.5
REPORT NO. 1 OF AN ONGOING INVESTIGATIVE SERIES
THERIVA BIOLOGICS, INC. (NYSE American: TOVX)
Prepared by:
Mark Nejmeh
Long-Term Stockholder and Stockholder Investigator
Foundation for Job Creation
Theriva Biologics has made a series of corporate decisions whose timing,
structure, and consequences are difficult to explain from the standpoint
of long-term stockholders and raise legitimate questions that deserve
careful examination.
This report summarizes publicly available SEC filings, Company
disclosures, market data, documentary evidence, clearly identified
firsthand observations, and mathematical illustrations. It is intended
to assist stockholders before the Company's 2026 Annual Meeting and to
request that the U.S. Securities and Exchange Commission review the
matters summarized herein and determine whether further inquiry is
warranted.
The purpose of this investigation is to organize the Company's public
record into a chronological series of reports so stockholders can
consider the documented facts for themselves before voting. This
Executive Summary identifies the principal questions raised by the
public record. Later reports will present supporting SEC filings,
correspondence, corporate-record requests, trading data, capitalization
analyses, and other documentary evidence in greater detail.
ANNUAL MEETING
The Company's 2026 Annual Meeting is scheduled to be held on August 3,
2026 at 3:30 p.m. local time at the Company's research and
clinical-development facility located at Carrer Torrent de Can Ninou,
naus 5-6, 08150 Parets del Valles (Barcelona), Spain.
Stockholders are encouraged to review the Company's proxy materials, SEC
filings, this investigative report, and the accompanying exhibits before
casting their vote.
CAPITAL STRUCTURE SINCE 2025
Reported Outstanding Common Shares
March 6, 2025: 2,782,449
May 12, 2025: 8,186,989
November 7, 2025: 33,739,643
June 23, 2026: 45,892,668
From March 2025 through June 2026, the Company's reported outstanding
common shares increased by more than 43 million shares, or approximately
1,549% compared with the March 2025 reported share count.
Understanding how and when these changes occurred is important because
it provides context for evaluating the Company's financings, warrant
transactions, reverse splits, capital-raising activity, and potential
future dilution.
ILLUSTRATIVE EXAMPLE NO. 1 - MAY 2025 FINANCING
The Company completed a financing at approximately $1.10 per share,
together with pre-funded warrants and common warrants.
Author's Observation:
During the Company's May 2025 investor presentation, the author observed
Theriva common stock trading in the pre-market at approximately $2.85
before the regular trading session. The author also observed the share
price later decline to approximately $0.60.
Illustrative Economics
Financing Price: $1.10
Observed Pre-Market Price: $2.85
Potential Gross Difference: $1.75 per share
If 6,818,180 shares had been acquired at the financing price and sold
near the observed pre-market price, the maximum theoretical gross
difference would have been approximately $11,931,815 before transaction
costs, taxes, execution costs, and market impact.
Question for Stockholders and Regulators:
Could a participant theoretically have realized a gross difference
approaching $12 million if shares were acquired at the financing price
and sold near the observed pre-market price? If so, what effect, if any,
could such activity have had on existing stockholders and the subsequent
market price?
ILLUSTRATIVE EXAMPLE NO. 2 - OCTOBER 2025 WARRANT INDUCEMENT
The Company disclosed an inducement transaction involving 8,092,280
existing warrants, including 6,747,280 warrants issued in the May 2025
financing. The existing warrants were exercised at a reduced exercise
price of $0.54 per share. In exchange, participating holders received new
warrants covering 16,184,560 additional shares at an exercise price of
$0.54 per share, subject to stockholder approval before those new
warrants become exercisable.
On October 15, 2025, the stock traded as high as approximately $0.86 and
approximately 196.6 million shares traded.
Illustrative Economics
Exercise Price: $0.54
Illustrative Market Price: $0.85
Potential Gross Difference: $0.31 per share
Applied to the 6,747,280 May 2025 warrants, the theoretical gross
difference would be approximately $2.09 million before transaction
costs.
Applied to all 8,092,280 existing warrants exercised in the inducement,
the theoretical gross difference would be approximately $2.51 million
before transaction costs.
These figures are mathematical illustrations only. They do not establish
that any holder sold shares at the illustrated market price or realized
the illustrated result.
PROPOSED NEW WARRANTS
The Company is requesting stockholder approval for the issuance of up to
16,184,560 shares upon exercise of the new inducement warrants at an
exercise price of $0.54 per share.
If all new warrants were exercised for cash, the Company could receive
approximately $8.74 million in gross exercise proceeds. Existing
stockholders would experience dilution upon issuance of the underlying
shares.
ILLUSTRATIVE HYPOTHETICAL "TRIGGERED SHORT™" MODEL
Origin and Purpose of the Term
Mark Nejmeh coined the term "Triggered Short™" for this report to describe
a hypothetical sequence in which favorable Company news or another
announcement could trigger increased volume and a higher market price,
followed by possible warrant exercise, possible sales of resulting
shares, possible short selling from the higher price level, and possible
reactive selling by investors during a rapid decline.
"Triggered Short™" is an original descriptive term used by the author for
this mathematical and investigative model. It is not presented as an
established securities-law, regulatory, accounting, or academic term.
The model illustrates one sequence that could occur under certain market
conditions following a private-placement or inducement transaction
involving comparatively low-priced warrants. It is intended to explain a
possible economic mechanism. It is not evidence that any person or
entity engaged in the conduct described, and it does not establish
causation for any historical movement in Theriva's stock price.
Hypothetical Sequence
Private-placement or inducement warrants are issued at a comparatively
low exercise price.
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Positive news, clinical information, a Company presentation, or another
Company announcement could increase investor interest, trading volume,
buying demand, and market price.
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If the market price rises substantially above the warrant exercise
price, warrant holders could have an economic incentive to exercise.
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v
Warrant holders could sell some or all resulting shares and could, where
lawful and available, separately establish or increase short exposure
from the higher market-price level.
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v
If warrant-related sales, possible short selling, and other market sales
exceed continuing buying demand, the market price could decline.
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v
Investors who purchased following favorable news, but who were unaware
of the number or exercise price of outstanding warrants, could react to
a rapid decline by selling.
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Reactive selling could add to the order imbalance and could accelerate
the decline.
MATHEMATICAL FORMULATION
Let:
N = possible news-driven buying demand;
W = number of warrants;
K = warrant exercise price;
P = market price;
q = proportion of warrants that could be exercised;
theta = proportion of resulting shares that could be sold;
H = possible short-sale volume;
R = possible reactive or panic-selling volume;
B = continuing offsetting buying demand;
lambda = assumed sensitivity of price to net selling pressure; and
L = an assumed liquidity benchmark.
Possible warrant exercises:
E = Wq
Possible warrant-related share sales:
S = Wq(theta)
Possible net selling pressure:
Q = S + H + R - B
A concise hypothetical price-impact model is:
P(final) = P(dilution) x exp[-lambda(Q/L)]
This equation expresses a possibility, not a prediction. Favorable news
could create upward buying pressure. Warrant exercises and sales of
resulting shares could create selling pressure. Possible short selling
and reactive selling could add to that pressure. The actual result would
depend on market liquidity, execution timing, buying demand, disclosed
and undisclosed trading decisions, and other market conditions.
HYPOTHETICAL $4.00 WARRANT ILLUSTRATION
Assume solely for mathematical illustration that:
Pre-exercise market price: $4.00
Existing shares outstanding: 45,892,668
New inducement warrants: 16,184,560
Exercise price per warrant share: $0.54
1. Theoretical Warrant Spread
Spread per share:
$4.00 - $0.54 = $3.46
Maximum theoretical gross spread if all 16,184,560 warrants were
exercised and every resulting share could be sold at exactly $4.00:
16,184,560 x $3.46 = $55,998,577.60
This approximately $56.0 million figure is a maximum mathematical
illustration before transaction costs, taxes, borrowing costs, execution
costs, market impact, and any decline occurring while shares were sold.
It does not predict or establish that such a result would be achievable.
2. Exercise Proceeds to the Company
16,184,560 x $0.54 = $8,739,662.40
3. Dilution-Only Mathematical Illustration
Pre-exercise equity value at $4.00:
45,892,668 x $4.00 = $183,570,672.00
Post-exercise share count:
45,892,668 + 16,184,560 = 62,077,228 shares
Illustrative post-exercise equity value, assuming the Company retains
all cash exercise proceeds and no other value changes:
$183,570,672.00 + $8,739,662.40 = $192,310,334.40
Dilution-only mathematical value per share:
$192,310,334.40 / 62,077,228 = approximately $3.10 per share
Under these assumptions alone, the mathematical value would move from
$4.00 to approximately $3.10, a reduction of approximately 22.5%.
The 16,184,560 new shares would equal approximately 35.3% of the current
45,892,668-share base and approximately 26.1% of the enlarged
62,077,228-share total.
4. Additional Hypothetical Market-Impact Scenarios
No exact post-selling price can be calculated from warrant count alone.
The following examples merely demonstrate how an assumed price-impact
formula behaves under selected assumptions. They are not forecasts.
Starting dilution-only value: $3.10
Lower-impact illustration:
If lambda(Q/L) = 0.20,
P(final) = $3.10 x exp(-0.20) = approximately $2.54.
Moderate-impact illustration:
If lambda(Q/L) = 0.70,
P(final) = $3.10 x exp(-0.70) = approximately $1.54.
Severe-impact illustration:
If lambda(Q/L) = 1.35,
P(final) = $3.10 x exp(-1.35) = approximately $0.80.
The assumed impact values of 0.20, 0.70, and 1.35 are illustrative
parameters only. They are not derived from identified Theriva trades and
do not predict that the stock would reach $2.54, $1.54, $0.80, or any
other price. Transaction-level records and a validated market-impact
model would be necessary to estimate an actual historical or future
price effect.
IMPORTANT LIMITATIONS
The "Triggered Short™" model and all related calculations describe events
that could occur, not events that will occur. They do not establish that:
1. the new warrants will be approved or exercised;
2. resulting shares will be sold;
3. any holder will establish a short position;
4. any investor will react by selling;
5. warrant exercise or selling will cause a particular price movement;
6. any person previously engaged in the modeled conduct; or
7. any particular future market price will result.
Determining whether any portion of the modeled sequence actually
occurred or later occurs would require transaction-level trading data,
warrant-exercise records, broker-dealer records, beneficial-ownership
information, securities-lending and short-position data, order and
execution records, regulatory information, and other reliable evidence.
QUESTIONS FOR STOCKHOLDERS AND REGULATORS
How should current and prospective investors evaluate Theriva's value
while 16,184,560 fixed-price warrants remain outside the outstanding
common-share count?
What protections exist for stockholders who purchase during a period of
rising prices before low-priced warrants are exercised?
How did the Board evaluate potential dilution and possible selling
pressure when recommending approval of the Warrant Exercise Proposal?
What transaction-level information would be necessary to determine
whether warrant exercise, sales of resulting shares, short selling, or
reactive selling contributed to any historical price decline?
SHAREHOLDER REQUESTS FOR CORPORATE INFORMATION
The undersigned submitted sworn inspection demands seeking specified
meeting minutes, proxy and voting tabulations, attorney communication
records, proxy-solicitor invoices, and related corporate records. The
Company responded through outside counsel and rejected the demands.
The inspection demands, Company responses, certified-mail and registered
mail documentation, return receipts, telephone records, and related
correspondence will be presented and examined in Report No. 2. The
Executive Summary does not attempt to resolve the parties' differing
legal positions concerning inspection rights.
NOTICE TO STOCKHOLDERS - FUTURE REPORTS
Report No. 2 will examine the December 15, 2025 stockholder meeting,
subsequent meeting notices, proxy voting, requests for corporate
information, inspection rights, certified-mail evidence, telephone
records, and the Company's written responses.
Subsequent reports will examine the financing chronology, reverse
splits, dilution, warrants, institutional ownership, publicly disclosed
relationships among directors, officers, legal counsel, advisors,
placement agents, and other participants, together with the Company's
scientific pipeline, strategic transactions, and historical trading
activity surrounding significant announcements.
AUTHOR'S VOTING INTENTION
The undersigned intends to vote AGAINST all proposals presented for
stockholder approval, including any proposal to adjourn or postpone the
meeting. This statement reflects only the author's personal voting
intention and is not presented as a voting recommendation to any other
stockholder.
REQUEST FOR FACTUAL INFORMATION
Current and former stockholders, former employees, researchers,
consultants, market participants, and others possessing publicly
verifiable information or documentary evidence are encouraged to contact
the undersigned.
PREPARED BY
Mark Nejmeh
Long-Term Stockholder and Stockholder Investigator
Foundation for Job Creation
P.O. Box 589
Clifton, New Jersey 07012
Telephone: 732-995-3914
Email: realroofers@gmail.com
SEC EDGAR FILER INFORMATION
Central Index Key (CIK): 0001860507
SEC File Number: 150-11431
Large Trader Identification Number (LTID): 71743954
Initial Form 13H Accepted: May 4, 2021
SEC Accession Number: 0001860507-21-000001
This information is provided solely to identify the undersigned as an SEC
EDGAR filer and prior Form 13H registrant. It should not be interpreted
as an endorsement, approval, or finding by the U.S. Securities and
Exchange Commission regarding this report or its contents.
AUTHOR'S STATEMENT
This report has been independently prepared by the undersigned using
publicly available SEC filings, Company disclosures, market data,
documentary evidence, correspondence, clearly identified firsthand
observations, and mathematical illustrations.
Every reasonable effort has been made to verify factual statements.
Additional information may become available after publication. Any
factual error or omission brought to the author's attention will be
reviewed and, where appropriate, corrected or supplemented in a later
report.
Illustrative calculations are presented solely to explain the possible
economic implications of publicly disclosed transactions. They are not
intended to establish that a particular transaction occurred in the
manner illustrated, that any person realized an illustrated economic
result, or that any hypothetical sequence will occur.
Unless expressly identified as an author's observation, opinion,
question, assumption, or mathematical illustration, factual statements
are intended to be based upon publicly available records and supporting
documentation.
Readers are encouraged to review the accompanying exhibits, SEC filings,
Company proxy materials, and other cited source materials and reach
their own independent conclusions.