SCHEDULE: Empery Asset Management Discloses 4.99% Stake in Theriva Biologics

Empery Asset Management, LP and its managing members reported a 4.99% passive beneficial ownership stake in Theriva Biologics, Inc. through warrants.

Summary

• Empery Asset Management, LP, along with Ryan M. Lane and Martin D. Hoe, reported beneficial ownership of 504,091 shares of Theriva Biologics, Inc. Common Stock.
• This ownership represents 4.99% of the company's outstanding Common Stock.
• The shares are issuable upon the exercise of Warrants.
• A 'Blocker' provision prevents the Reporting Persons from exercising Warrants if it would result in beneficial ownership exceeding 4.99% of outstanding shares.
• The calculation is based on 9,597,952 shares of Common Stock outstanding as of August 7, 2025.
• The filing is an Amendment No. 1 to a Schedule 13G, indicating a passive investment intent.

Sentiment

Score: 5

Explanation: Neutral. This is a routine regulatory disclosure of a passive investment stake and does not inherently convey positive or negative sentiment regarding the issuer's performance or prospects.

Risks

• The 'Blocker' provision limits the ability of Empery Asset Management to increase its beneficial ownership beyond 4.99% through warrant exercise, potentially restricting future influence or investment flexibility.

Future Outlook

NA

Industry Context

This filing indicates a passive investment by an asset management firm in a biologics company. Such investments are common in the biotech sector, where firms often take positions in companies with promising pipelines or technologies. The 4.99% stake is just below the 5% threshold that would trigger a more detailed Schedule 13D filing, which implies a passive investment strategy.

Comparison to Industry Standards

• A 4.99% passive stake is a standard investment size for institutional investors seeking exposure to a company without triggering activist investor scrutiny or additional regulatory burdens associated with a 5% or greater stake (e.g., Schedule 13D filing).
• This level of ownership is typical for funds like Empery Asset Management, LP, which often manage diversified portfolios across various sectors, including biotechnology.
• The use of warrants is a common strategy for institutional investors to gain exposure with potential upside while managing initial capital outlay.

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant passive investor's stake, potentially offering a signal of institutional interest.
• Company Management: Awareness of a notable passive investor holding warrants, though without immediate implications for control.

Key Dates

Recommendation

This filing is a routine disclosure of a passive investment stake by an asset manager. It does not contain new information about the company's operations, financial performance, or strategic direction that would warrant a change in investment recommendation. The 4.99% stake is below the threshold for activist intent, suggesting a neutral, long-term passive position. Therefore, a 'hold' recommendation is appropriate as there's no new fundamental information to alter an existing investment thesis.

Keywords

Theriva Biologics, Empery Asset Management, Schedule 13G, Beneficial Ownership, Common Stock, Warrants, Passive Investment, SEC Filing, Biologics, Investment Management