Summary written by the plaintiff, November 13, 2026. This is not the Court’s order, and this is not a court document.
On November 12, 2026, the Court denied the plaintiff’s second motion for a preliminary injunction (ECF No. 42), which asked the Court to postpone Theriva’s November 18, 2026 special meeting. The same order (ECF No. 56) granted the plaintiff’s motion to file excess pages (ECF No. 51) and Theriva’s motion to file a sur-reply (ECF No. 53).
What the Court decided
At this early stage, the plaintiff had not shown he is likely to succeed on his claims against Theriva.
Count I (the proxy claim) and Count V (declaratory relief) are likely moot, because Theriva issued a corrective proxy statement and the November 18 vote would cure the issues.
Count III lacked the particular allegations of intent the law requires.
Counts II and IV, against the four directors, were not addressed, because they are not claims against Theriva.
What it did not decide
The order rules only on the request to postpone the November 18 meeting. It does not dismiss the case. The claims in the First Amended Verified Complaint remain, including the claims for damages. Theriva’s answer is due December 1, 2026 (ECF No. 40). Steven A. Shallcross, Jeffrey J. Kraws, Jeffrey Wolf and John Monahan are defendants (ECF No. 54).
The case continues.
Theriva’s own SEC filings, the same day
On November 12, 2026, Theriva filed its quarterly report for the quarter ended September 30, 2026 (Form 10-Q, accession no. 0001104659-26-125918) and its third-quarter results press release (Form 8-K, accession no. 0001104659-26-125912). In Theriva’s own words:
It names this case. The 10-Q says the lawsuit, “captioned Nejmeh v. Theriva Biologics, Inc., 3:26-cv-00705-ART-CSD,” made “the Company aware of the fact that the definitive proxy statement for the 2026 Annual Meeting contained errors.” It is the first SEC filing we have found that names the case.
“No stockholders reported any confusion or made any inquiry with the Company regarding the routine or non-routine nature of this proposal prior to, or during, the 2026 Annual Meeting.”
“The Company intends to vigorously defend itself in this litigation.”
The increase in authorized shares from 350,000,000 to 450,000,000, approved August 3, 2026: “the amendment to the Articles of Incorporation to effect such increase has not yet been filed.” The November 18 meeting asks for a total of 500,000,000.
“With our cash position of $7.5 million as of early November 2026, we believe we will be able to fund our operations into the first quarter of 2027.” The 10-Q also reports “substantial doubt about the Company’s ability to continue as a going concern.”
If its review of strategic alternatives does not produce a transaction, the options “could include a dissolution and liquidation of the Company, in which case the amount, if any, distributed to stockholders could be significantly lower than the current market price of our common stock.”
Under Legal Proceedings, the same 10-Q says: “We are not presently a party to any legal proceedings that, we believe if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition or cash flows.”
The press release reports “Cash and cash equivalents of $8.5 million as of September 30, 2026; cash runway into Q1 2027,” and quotes the chief executive: “we continue to evaluate strategic alternatives intended to maximize value for our stockholders.”
The November 18, 2026 meeting goes ahead as scheduled. The documents filed with the Court are the official versions; the order is on the Court’s docket through PACER.