Theriva Biologics Inc 2025年度报告

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act.Yes☐No☒ Indicate by check mark whether the issuer: (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during thepreceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for thepast 90days. Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T (section 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerginggrowth company. See the definitions of “large accelerated filer, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2of the Exchange Act.: LargeAcceleratedFiler AcceleratedFiler SmallerReportingCompany Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by anyof the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of June30, 2025, the last business day of the registrant’srecently completed second fiscal quarter, was approximately $3.9 million based on $0.43, the closing price of the registrant’s common stock as reported by theNYSE American on that date. As of March 10, 2026, the registrant had 45,892,668 shares of common stock outstanding. Documents incorporated by reference:None THERIVA BIOLOGICS,INC.FORM10-KTABLE OF CONTENTS PagePARTI.3Item1.Business6Item1A.Risk Factors39Item1B.Unresolved Staff Comments72Item 1C.Cybersecurity72Item2.Properties73Item3.Legal Proceedings73Item4.Mine Safety Disclosures73PARTII.74Item5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities74Item6.[Reserved]74Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations75Item7A.Quantitative and Qualitative Disclosures About Market Risk84Item8.Financial Statements and Supplementary Data84Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure128Item9A.Controls and Procedures128Item9B.Other Information129Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections129PARTIII.130Item10.Directors, Executive Officers and Corporate Governance130Item11.Executive Compensation133Item12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters142Item13.Certain Relationships and Related Transactions, and Director Independence143Item14.Principal Accountant Fees and Services144PARTIV.145Item15.Exhibits and Financial Statement Schedules145Item16.Form10-K Summary151 PARTI Special NoteRegarding Forward-Looking Statements This Annual Report on Form10-K (this “Annual Report”) contains forward-looking statements within the meaning ofSection27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section21E of the Securities ExchangeAct of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties. The forward-lookingstatements are contained principally in PartI, Item1. “Business,” PartI, Item1A. “Risk Factors,” and PartII, Item7.“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” but are also containedelsewhere in this Annual Report. In some cases you can identify forward-looking statements by terminology such as “may,”“should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believ