FOR IMMEDIATE RELEASE · October 26, 2026 (updated November 6, 2026)
SAME DIRECTORS. SAME AUDITOR. SAME RESTATED QUARTERS. Theriva Biologics (TOVX) and Heat Biologics (HTBX) shared directors and the same auditor, BDO USA, and in March 2023 both told the SEC that their reports for the same two quarters of 2022 could no longer be relied on.
Michael Dell wants 25 million children to own stock. Why did a fund linked to him pay $3 million for 2 billion votes to help a small drug company multiply its shares?
Stockholders who owned Theriva shares then have since lost more than 99% of their value.
Mark Joseph Nejmeh, an SEC-registered large trader (Large Trader ID 71743954), is fighting for shareholders and scientists. His lawsuit, filed in the U.S. District Court for the District of Nevada, Nejmeh v. Theriva Biologics, Inc., No. 3:26-cv-00705-ART-CSD, questions the financing of Theriva Biologics (NYSE American: TOVX), a Nevada corporation based in Rockville, Maryland, beside the Johns Hopkins University Montgomery County Campus in the I-270 biotech corridor. Among the trades in question are those of MSD Credit Opportunity Master Fund, L.P. ("MSD"), a fund that reports its holdings together with Michael S. Dell and his family office, MSD Capital.
The science. Theriva's own filings show:
On September 30, 2025, Theriva cut about 32% of its workforce.
The transactions in question. On May 7, 2025, the day it reported its Phase 2b pancreatic cancer results, Theriva priced a public offering of about $7.5 million with a warrant for every share. It has now called another stockholder vote, on 500 million shares and 16.2 million warrant shares, for November 18, in person only, in Spain: 13 days before its answer to the lawsuit is due. Its proxy lists "reverse mergers" among the uses for the new shares, and says the board may do a reverse split "without stockholder approval." Its December 2025 prospectus says its preferred stock "could operate as a 'poison pill.'" Theriva has admitted that its 2026 proxy statement "contained errors."
So why can't a company with this science raise money on fair terms? Mr. Nejmeh believes the answer is simple: the games its management plays with financings and votes, and its poison pill.
The Dell link. In December 2025, Michael and Susan Dell pledged $6.25 billion to seed index-fund accounts for American children, saying they want every child to "see a future worth saving for." MSD's history with Theriva runs from 2017 to 2022. In 2017 it bought $12 million of Theriva preferred stock; in January 2021 Theriva cut that stock's conversion price from $18.90 to $1.50 per share and removed its redemption on a change of control. In July 2022, MSD paid Theriva about $3 million for new preferred stock carrying 2,000,000,000 votes. Theriva's own proxy statement gave the purpose: "to assist with procuring the vote necessary" to raise its authorized shares from 20 million to 350 million.
The others in the complaint. The lawsuit also discusses:
Mr. Nejmeh has asked the Court to take a close look at how these votes were won and, on October 22, to postpone the November 18 meeting until after Theriva answers the complaint. He contends that the way Theriva has been financed over the past five years has served the financiers at the expense of its stockholders.
Investors are told to avoid small companies. Mr. Nejmeh says it isn't the companies; it's the games played by the people who finance them. He contends that Theriva's management has shown a pattern of questionable decisions: financings and reverse splits that wiped out stockholders, and a poison pill, at a company with good science and no money to move it forward. Theriva never took its C. diff drug into a Phase 3 trial; instead it used money raised from stockholders to buy VCN Biosciences, a Spanish pancreatic cancer company, in 2022. The company has changed its name four times since 2006, from Sheffield Pharmaceuticals to Pipex, Adeona, Synthetic Biologics and now Theriva. Its chief executive's contract pays him two times his salary plus his target bonus if the company changes control, and it counts a reverse merger as a change of control. "I believe Theriva has never taken a product to the finish line," Mr. Nejmeh said, "while its management stays positioned to gain from a change of control."
"I'm doing this for the shareholders, yes, but more for the scientists trying to save lives. Their work is used as a carrot to attract investors, and then they are left to deal with financiers who don't share their goal of curing disease. Stockholders paid for this science. C. diff kills people. Theriva had a Breakthrough drug with a finished Phase 2b trial, never took it to Phase 3, never announced its new patents, and then sold the drug for $350,000 while asking those same stockholders to approve 500 million shares. That is an outrage. In my opinion, the facts fit a company being emptied out. Here is a company with a Fast Track drug for pancreatic cancer and an orphan drug for a childhood cancer, and I believe it cannot get fair funding while a poison pill and a possible reverse merger stand between its shareholders and its future. If there is nothing in the science, let it be. But if there is something in the science, fund it fairly." - Mark Nejmeh, plaintiff
Reporters are invited to follow the case. Mr. Nejmeh's own filings are posted at nejmehvstheriva.com. The full court record is available on PACER (pacer.uscourts.gov).
Contact: Mark Nejmeh · 732-995-3914 · [email protected]
These are allegations in a pending lawsuit; no court has ruled on them. MSD, Mr. Dell, the funds and the trust named above, and A.G.P. are not parties to the case. Mr. Burry has no connection to the case.
Mr. Nejmeh owns Theriva shares. While the case is pending he will not buy or sell any Theriva shares, warrants or options (statement of October 27, 2026).