On September 26, 2024 Theriva Biologics, Inc. (NYSE American: TOVX) ("Theriva" or the "Company"), a diversified clinical-stage company developing therapeutics designed to treat cancer and related diseases in areas of high unmet need, reported the pricing of its "reasonable best efforts" public offering for the purchase and sale of up to 1,428,600 shares of common stock (or pre-funded warrants in lieu thereof) and warrants to purchase up to 1,428,600 shares of common stock at a combined offering price of $1.75 per share and accompanying warrant (the "Offering") (Press release, Theriva Biologics, SEP 26, 2024, View Source [SID1234646881]). The Company expects to receive aggregate gross proceeds of approximately $2.5 million, before deducting placement agent fees and other offering expenses, and assuming no exercise of the warrants. The warrants will have an exercise price of $2.00 per share, will be exercisable immediately and will expire five years from the issuance date.

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The closing of the Offering is expected to occur on or about September 27, 2024, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from this Offering primarily for working capital and general corporate purposes, including for research and development and manufacturing scale-up. The Company may also use a portion of the net proceeds to invest in or acquire other products, businesses or technologies, although it currently has no commitments or agreements with respect to any such investments or acquisitions.

A.G.P./Alliance Global Partners is acting as the sole placement agent for the Offering.

The securities described above are being offered pursuant to a registration statement on Form S-1 (File No. 333-282024) previously filed with the Securities and Exchange Commission ("SEC") on September 10, 2024, as amended, which became effective on September 25, 2024. The Offering is being made only by means of a prospectus forming part of the effective registration statement. Copies of the preliminary prospectus and, when available, copies of the final prospectus, relating to the Offering may be obtained on the SEC’s website located at View Source Electronic copies of the final prospectus relating to the Offering may be obtained, when available, from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at [email protected].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.