Opinion of Mark Nejmeh, plaintiff in Nejmeh v. Theriva Biologics (3:26-cv-00705, D. Nev.), prepared with AI help and reviewed by him. Every fact links to Theriva’s own SEC filings or press releases. Theriva disputes the claims in the case, and nothing here has been decided by the Court.
In my opinion, the facts below fit a company being emptied out ahead of a merger. If that happens, today’s shareholders own almost nothing of what comes next.
The drugs are leaving. SYN-020 was licensed in February 2026 for $300,000 upfront. On October 30, 2026, SYN-004 (ribaxamase) was sold for $350,000 upfront; Theriva announced it on November 2. SYN-004 has FDA Breakthrough Therapy designation and a completed 412-patient Phase 2b trial. Sources: Theriva 8-K, February 18, 2026 (“an upfront payment of Three Hundred Thousand Dollars ($300,000)”); Theriva 8-K, November 2, 2026 (“an upfront payment of $350,000 at the Closing”; “The Closing occurred on October 30, 2026”).
The share request. The November 18 special meeting asks to raise authorized shares to 500,000,000. On the record date there were 45,892,688 shares outstanding. The proxy says the increase will not be adjusted for a reverse split, and the timing is at the board’s discretion. The proxy does not mention the SYN-004 sale. Source: Theriva definitive proxy (DEF 14A), October 20, 2026.
The merger language. Theriva’s own 10-Q says the CEO’s “Change in Control” now includes “a reverse merger” with a non-listed private company. Source: Theriva 10-Q for the quarter ended June 30, 2026, filed August 11, 2026 (“a definitive agreement providing for a transaction involving us and a non-listed private operating company, including a reverse merger”).
The trading. On November 2, more than 78 million shares traded by midday, more than 1.7 times every share outstanding. The trading day before the announcement had about three times normal volume. Source: public market data (Yahoo Finance), November 2, 2026 at 11:44 a.m. Eastern: 78,832,666 shares; Friday, October 30: 1,428,500 shares, against roughly 250,000 to 800,000 on a normal October day. These numbers show what happened, not why.
Questions the company has not answered
When was the SYN-004 agreement signed? Was it offered to other buyers? Is a merger or sale of the company planned after November 18?
This is opinion. It is not investment advice. Mark Nejmeh owns Theriva shares and has said he will not buy or sell any Theriva shares, warrants or options while the case is pending (statement of October 27, 2026). The filings in the case are the official record. Press: [email protected] · 732-995-3914