Theriva Biologics Announces Reverse Stock Split

Rhea-AI Summary

Theriva Biologics (NYSE American: TOVX) has announced a 1-for-25 reverse stock split effective August 26, 2024. This strategic move aims to ensure compliance with NYSE American's per-share price requirements. Key points include:

- Trading on a split-adjusted basis begins August 26, 2024
- Outstanding shares will reduce from 25,131,230 to 1,005,249
- No shareholder approval required due to Nevada state laws
- New CUSIP number: 87164U 508
- Fractional shares will be rounded up to the next whole share
- No action required for stockholders holding shares in brokerage accounts

This corporate action demonstrates Theriva's commitment to maintaining its NYSE American listing while potentially improving its stock's marketability.

Positive

• Ensures compliance with NYSE American listing requirements
• Potential to improve stock marketability
• No shareholder dilution as fractional shares are rounded up

Negative

• Significant reduction in outstanding shares from 25,131,230 to 1,005,249
• Possible indication of struggling share price
• May impact liquidity due to reduced number of tradable shares

Insights

Financial Analyst

Theriva Biologics' reverse stock split is a strategic move to maintain NYSE American listing compliance. While it doesn't directly impact the company's market cap, it could have mixed implications. Positively, it may attract institutional investors who avoid low-priced stocks. Negatively, it might be perceived as a sign of financial distress. The 1:25 ratio is significant, reducing outstanding shares from 25,131,230 to 1,005,249. This substantial reduction suggests the company is taking drastic measures to boost its share price. Investors should monitor post-split trading patterns and any potential impact on liquidity. The automatic rounding up of fractional shares is a shareholder-friendly approach, but its overall impact will be minimal.

Market Research Analyst

This reverse split could be a double-edged sword for Theriva Biologics. On one hand, it helps maintain NYSE American listing, potentially preserving investor confidence and market access. On the other, it might signal underlying financial challenges. The market often views reverse splits skeptically, associating them with struggling companies. Post-split, we might see increased volatility as the market reprices the stock. The timing of the split, effective August 26, 2024, gives investors a short window to adjust their positions. The biotech sector's high-risk nature amplifies the importance of this move. Investors should closely watch for any accompanying strategic announcements or pipeline updates that could provide context for this financial maneuver.

ROCKVILLE, Md., Aug. 16, 2024 (GLOBE NEWSWIRE) -- Theriva Biologics, Inc. (NYSE American: TOVX), a diversified clinical-stage company developing therapeutics designed to treat diseases in areas of high unmet need, announced today a reverse stock split of its issued and outstanding common stock, par value $0.001 per share, at a ratio of one (1) share of common stock for every twenty five (25) shares of common stock, effective as of 12:01 a.m. (Eastern Time) on August 26, 2024 (the “Effective Date”). The Company’s common stock will begin trading on a split-adjusted basis when the market opens on August 26, 2024. The reverse stock split was authorized by the Company’s Board of Directors on August 15, 2024. Pursuant to the laws of the State of Nevada, the Company’s state of incorporation, the Company’s Board of Directors has the authority to effect a reverse stock split without shareholder approval if the number of authorized shares of common stock and the number of outstanding shares of common stock are proportionally reduced. The Company will file a certificate of change to its articles of incorporation, as amended, with the Secretary of State of Nevada to effect the reverse stock split. The Company’s common stock will continue to trade on the NYSE American under the stock ticker “TOVX” but will trade under the new CUSIP number 87164U 508.

As a result of the reverse split, each twenty five (25) pre-split shares of common stock outstanding will automatically combine into one (1) new share of common stock without any action on the part of the holders, and the number of outstanding common shares will be reduced from 25,131,230 shares to 1,005,249 shares without taking into account fractional shares.

The reverse stock split is being effected to ensure that the Company can meet the per share price requirements of the NYSE American, the Company's current listing exchange.

No fractional shares will be issued as a result of the reverse stock split. Shareholders who otherwise would be entitled to a fractional share because they hold a number of shares not evenly divisible by the 1 (one) for twenty five (25) reverse split ratio, will automatically be entitled to receive an additional fractional share of the Company’s common stock to round up to the next whole share.

The Company’s transfer agent, Equiniti Trust Company, which is also acting as the exchange agent for the reverse split, will send instructions to stockholders of record who hold stock certificates regarding the exchange of their old certificates for new certificates, should they wish to do so. Stockholders who hold their shares in brokerage accounts or “street name” are not required to take action to effect the exchange of their shares.

About Theriva™ Biologics, Inc.

Theriva™ Biologics (NYSE American: TOVX), is a diversified clinical-stage company developing therapeutics designed to treat cancer and related diseases in areas of high unmet need. The Company is advancing a new oncolytic adenovirus platform designed for intravenous (IV), intravitreal and antitumoral delivery to trigger tumor cell death, improve access of co-administered cancer therapies to the tumor, and promote a robust and sustained anti-tumor response by the patient’s immune system. The Company’s lead candidates are: (1) VCN-01, an oncolytic adenovirus designed to replicate selectively and aggressively within tumor cells, and to degrade the tumor stroma barrier that serves as a significant physical and immunosuppressive barrier to cancer treatment; (2) SYN-004 (ribaxamase) which is designed to degrade certain commonly used IV beta-lactam antibiotics within the gastrointestinal (GI) tract to prevent microbiome damage, thereby limiting overgrowth 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 enzyme intestinal alkaline phosphatase (IAP) produced under cGMP conditions and intended to treat both local GI and systemic diseases. For more information, please visit 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 some cases forward-looking statements can be identified by terminology such as "may," "should," "potential," "continue," "expects," "anticipates," "intends," "plans," "believes," "estimates," and similar expressions, and include statements regarding our planned stock split. 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 that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current expectations include, among others, the stock split having the desired effect, the ability to continue to enroll patients as planned, generating clinical data that establishes VCN-01 may lead to improved clinical outcomes for patients with PDAC and other solid cancers; the Company’s and VCN’s product candidates demonstrating safety and effectiveness, as well as results that are consistent with prior results; the ability to complete clinical trials on time and achieve the desired results and benefits; the ability to obtain regulatory approval for commercialization of product candidates or to comply with ongoing regulatory requirements, regulatory limitations relating to the Company’s and VCN’s ability to promote or commercialize their product candidates for the specific indications, acceptance of product candidates in the marketplace and the successful development, marketing or sale of the Company’s and VCN’s products, developments by competitors that render such products obsolete or non-competitive, the Company’s and VCN’s ability to maintain license agreements, the continued maintenance and growth of the Company’s and VCN’s patent estate, the ability to continue to remain well financed and other factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and its other filings with the SEC, including subsequent periodic reports on Forms 10-Q and current reports on Form 8-K. The information in this release is provided only as of the date of this release, and Theriva Biologics undertakes no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law.

For further information, please contact:

Investor Relations:
Chris Calabrese
LifeSci Advisors, LLC
ccalabrese@lifesciadvisors.com 
917-680-5608

FAQ

When will Theriva Biologics (TOVX) implement its reverse stock split?

Theriva Biologics (TOVX) will implement its reverse stock split effective August 26, 2024, at 12:01 a.m. Eastern Time.

What is the ratio of Theriva Biologics' (TOVX) reverse stock split?

Theriva Biologics (TOVX) has announced a 1-for-25 reverse stock split, meaning every 25 pre-split shares will combine into 1 new share.

How will Theriva Biologics' (TOVX) reverse split affect the number of outstanding shares?

The reverse split will reduce Theriva Biologics' (TOVX) outstanding shares from 25,131,230 to approximately 1,005,249 shares.

Will Theriva Biologics (TOVX) change its stock ticker after the reverse split?

No, Theriva Biologics will continue to trade under the ticker symbol TOVX on the NYSE American after the reverse split.