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. |
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 10.1 | Amendment No. 1 to Employment Agreement between Theriva Biologics, Inc. and Steven A. Shallcross, dated as of December 15, 2022 | |
| 10.2 | Amendment No. 1 to Employment Agreement between Theriva Biologics, Inc. and Francis Tufaro, dated as of December 15, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
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 | ||
Exhibit 10.1
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment (this “Amendment”) dated as of December 15, 2022 (the “Effective Date”) amends the Employment Agreement, dated January 3, 2022 (the “Agreement”) by and between Theriva Biologics, Inc. f/k/a Synthetic Biologics, Inc. (the “Corporation”) and Steven A. Shallcross (“Executive”). Capitalized terms used herein without definition shall have the meanings assigned in the Agreement.
WHEREAS, the Corporation desires to amend the Agreement to increase the base salary by five percent (5%) for merit pay.
NOW THEREFORE, for the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to amend the Agreement as follows:
1. Amendment.
Effective as of the Effective Date, Section 4 is hereby deleted in its entirety and replaced with the following:
“4. BASE SALARY. The Company agrees to pay the Executive a base salary (the “Base Salary”) at an annual rate of $614,250, payable semi-monthly in accordance with the regular payroll practices of the Company. The Executive’s Base Salary shall be subject to review and adjustment from time to time by the Board (or a committee thereof) in its sole discretion, but may not be decreased. The base salary as determined herein from time to time shall constitute “Base Salary” for purposes of this Agreement.”
2. Severability. The provisions of this Amendment are severable and if any part or it is found to be unenforceable the other paragraphs shall remain fully valid and enforceable.
3. No Other Amendments; Confirmation. All other terms of the Agreement shall remain in full force and effect. The Agreement, as amended by this Amendment, constitutes the entire agreement between the parties with respect to the subject matter thereof.
4. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument.
5. Choice of Law. This Amendment shall be construed and interpreted in accordance with the internal laws of the State of Nevada without regard to its conflict of laws principles.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first written above.
| Corporation: | |||
| THERIVA BIOLOGICS, INC. | |||
| By: | /s/ Francis Tufaro | ||
| Name: | Francis Tufaro | ||
| Title: | Chief Executive Officer and | ||
| Chief Financial Officer | |||
| Executive : | |||
| /s/ Steven A. Shallcross | |||
| Steven A. Shallcross | |||
Exhibit 10.2
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment (this “Amendment”) dated as of December 15, 2022 (the “Effective Date”) amends the Employment Agreement, dated March 22, 2022 (the “Agreement”) by and between Theriva Biologics, Inc. f/k/a Synthetic Biologics, Inc. (the “Corporation”) and Francis Tufaro (“Executive”). Capitalized terms used herein without definition shall have the meanings assigned in the Agreement.
WHEREAS, the Corporation desires to amend the Agreement to increase the base salary by five percent (5%) for merit pay.
NOW THEREFORE, for the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to amend the Agreement as follows:
1. Amendment.
Effective as of the Effective Date, Section 4 is hereby deleted in its entirety and replaced with the following:
“4. BASE SALARY. The Company agrees to pay the Executive a base salary (the “Base Salary”) at an annual rate of $393,750, payable semi-monthly in accordance with the regular payroll practices of the Company. The Executive’s Base Salary shall be subject to review and adjustment from time to time by the Board (or a committee thereof) in its sole discretion, but may not be decreased. The base salary as determined herein from time to time shall constitute “Base Salary” for purposes of this Agreement.”
2. Severability. The provisions of this Amendment are severable and if any part or it is found to be unenforceable the other paragraphs shall remain fully valid and enforceable.
3. No Other Amendments; Confirmation. All other terms of the Agreement shall remain in full force and effect. The Agreement, as amended by this Amendment, constitutes the entire agreement between the parties with respect to the subject matter thereof.
4. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument.
5. Choice of Law. This Amendment shall be construed and interpreted in accordance with the internal laws of the State of Nevada without regard to its conflict of laws principles.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first written above.
| Corporation: | |||
| THERIVA BIOLOGICS, INC. | |||
| By: | /s/ Steven A. Shallcross | ||
| Name: | Steven A. Shallcross | ||
| Title: | Chief Executive Officer and | ||
| Chief Financial Officer | |||
| Executive : | |||
| /s/ Francis Tufaro | |||
| Francis Tufaro | |||