U.S. District Court · District of Nevada

Nejmeh v. Theriva Biologics, Inc.

A stockholder lawsuit about how Theriva Biologics (NYSE American: TOVX) sought and counted stockholder approval for 16,184,560 warrant shares.

  • Case number3:26-cv-00705
  • FiledSeptember 16, 2026
  • District JudgeAnne R. Traum
  • Magistrate JudgeCraig S. Denney
  • PlaintiffMark Joseph Nejmeh (self-represented)
  • DefendantTheriva Biologics, Inc.
Entrance of the Bruce R. Thompson United States Courthouse and Federal Building, 400 South Virginia Street, Reno
Bruce R. Thompson U.S. Courthouse
Tree-lined sidewalk outside the courthouse on South Virginia Street in Reno, with a green wayfinding sign
Courthouse sidewalk, South Virginia Street

Latest news · September 30, 2026

Theriva’s pancreatic-cancer drug VCN-01: Phase 2b results published in Nature Medicine

Today Nature Medicine published the randomized Phase 2b “VIRAGE” trial of VCN-01 (zabilugene almadenorepvec) given with chemotherapy, compared with chemotherapy alone, as first treatment for metastatic pancreatic cancer. Theriva sponsored the trial; several authors are Theriva employees or shareholders. Read the article at Nature Medicine (the summary is free; the full text is by subscription). ClinicalTrials.gov NCT05673811.

Reported resultVCN-01 + chemoChemo alone
Median survival, main analysis group (48 per arm)10.8 months8.6 months
Alive at 15 months35.5%12.8%
Alive at 18 months31.1%8.5%
Time before the cancer grew, main analysis group7.0 months4.6 months
How long responses lasted11.2 months5.4 months

As reported by the authors: the primary survival endpoint was met in the main analysis group (hazard ratio 0.57); in all randomized patients (53 vs. 48) median survival was 10.6 vs. 8.6 months, a difference that was not statistically significant. Patients who received two VCN-01 doses did better. Serious side effects occurred in 22.6% of VCN-01 patients. The authors conclude the results warrant a blinded Phase 3 trial.

The plaintiff’s position: why this makes the case urgent

In the plaintiff’s view, this publication makes VCN-01 more valuable and far more visible. It is exactly the kind of drug an outside buyer would pay stockholders a fair price for, and exactly the kind of value the plaintiff contends the poison pill, the warrants, the reverse splits and a possible reverse merger are positioned to take away from the stockholders who own it. The pattern the plaintiff has laid out in his filings begins with good news, followed by new financing and dilution. That is why the plaintiff asks the Court to hold the status quo now: no new warrant shares, no reverse split, no reverse merger, no preferred-stock “poison pill,” and advance notice before any deal involving VCN-01 or SYN-004.

These are the plaintiff’s contentions. No court has ruled on the merits. Nothing here is investment advice.

The case at a glance

Four-panel comic: patients searching for hope, a retail investor at a shareholder meeting, pancreatic cancer research, and a financing machine labeled Offerings + Warrants and Reverse Split that turns a retail investor's ownership into a smaller piece. Caption: Greed is good? Not when people are dying. Am I imagining this?
The whole scenario in four panels. Illustrative question, not a finding of intent. From the plaintiff's Supplemental Exhibits SA–SP.
Black-and-white drawing: two giant mouths labeled Warrants and Reverse Splits close in on Shareholder Value, while a whale labeled Good News lies beached and a small figure points at Filings Gibberish.
Warrants and reverse splits closing in on shareholder value, while the good news washes up. From the plaintiff's Supplemental Exhibits SA–SP.
  • The pattern. Theriva has raised money again and again by selling new shares and warrants, then doing reverse splits. On a split-adjusted basis, its share count grew from about 0.5 million (2021) to about 45.9 million (2026), so long-time holders own an ever smaller piece.
  • The vote. The complaint says the June 2026 proxy told stockholders both that the 16,184,560-share warrant proposal was "routine" and that it was "non-routine", and that the vote was counted under those conflicting instructions. It also says the December 2025 meeting did not follow Theriva's bylaws.
  • What the plaintiff asks. Hold the warrant shares in place while the Court reviews the case, and order Theriva to produce its voting records. Hold all reverse splits, reverse merger, and eliminate the poison pill immediately so companies can find reason to buy the company.
  • Why the poison pill matters. Theriva has 10,000,000 shares of preferred stock authorized. Its own prospectus says the board can issue that preferred stock "without stockholder approval", with rights set "at the discretion of the board", and that it "could operate as a 'poison pill'… to prevent an acquisition that our board of directors does not approve" (424B5, December 3, 2025). Yet in its May 2025 financing, Theriva promised the funds buying its shares and warrants that no poison pill would be used against them (Securities Purchase Agreement, §4.5). In the plaintiff's view, that defense keeps real buyers away, which is how two valuable drugs can be had at this low price. The plaintiff believes this amounts to taking those drugs from the shareholders.

This is the plaintiff's side. No court has ruled on the merits.

Supplemental Exhibits SA–SP (PDF) Latest supplemental filing: SQ, SR, SS (PDF) Supplemental Memorandum (PDF)

Could this case be predatory capitalism?

Gautam Mukunda, who teaches leadership at the Yale School of Management, writing in Bloomberg Opinion on September 28, 2026, describes predatory capitalism as profiting by “deliberately or negligently harming customers in deals that cost them more than you gain.” His examples include a sports-betting company that modeled which customers would lose the most, and memecoins built like pump-and-dumps.

Kudos, and bravo, to Gautam Mukunda for putting a name to it.

Could the same be happening to Theriva’s own shareholders? The plaintiff believes it is. The record: Theriva has raised money again and again by selling new shares and warrants, then doing reverse splits. On a split-adjusted basis, its share count grew from about 0.5 million (2021) to about 45.9 million (2026). It has 10,000,000 preferred shares authorized that its own prospectus says “could operate as a ‘poison pill.’” Each round leaves long-time holders with a smaller piece of the same company, while the good news (VCN-01, SYN-004) is positioned to go to someone else.

Mr. Mukunda does not write about Theriva. Applying his idea to Theriva is the plaintiff’s opinion; the facts are in the filings linked on this page.

These are allegations. The complaint and motion state the plaintiff's side of a pending case. No court has ruled on the merits, and Theriva has not yet filed its response. Theriva's filings will be posted here when they are filed.

What the case is about

The plaintiff is a Theriva stockholder of about four years. The verified complaint brings two claims:

  1. Federal proxy rules (Section 14(a) and Rule 14a-9). The complaint alleges that Theriva's June 29, 2026 proxy statement told stockholders in one place that Proposal 5, approval to issue up to 16,184,560 warrant shares, was "routine" and that brokers could vote it without instructions, and in another place that it was "non-routine" and that brokers could not. Theriva reported that Proposal 5 passed with 3,665,312 votes for, 2,267,592 against and 10,823,826 broker non-votes.
  2. Nevada corporate law and Theriva's bylaws. The complaint alleges that the December 2025 proxy stated a 34% quorum although the bylaws set one-third, and that at the December 15, 2025 special meeting in Rockville, Maryland, a continuation date of December 22 was announced, which the company did not hold. Three stockholders who attended have given sworn statements about the meeting. Later sessions were held in Spain.

The plaintiff asks the court to preserve the status quo on the warrants while the court reviews the case, to order Theriva to produce its voting and tabulation records, and to declare the parties' rights. The full requests are in the complaint's Prayer for Relief.

Court filings

Copies provided by the plaintiff. The court's own record on PACER is the official version.

Discovery requests

The records Plaintiff intends to request from Theriva, and from StockTwits by subpoena, once discovery opens. Working list; it changes as the case proceeds.

Docket

ECFDateEntry
—Sep 29, 2026Plaintiff's supplemental filings reached the Court: Motion for Leave; Supplemental Exhibits SQ, SR and SS; Supplemental Statement; StockTwits discovery package; warrant-holder discovery package. ECF numbers to be added when docketed.
—Sep 26, 2026Plaintiff's Notice of Compliance with Minute Order (ECF No. 8).
8Sep 23, 2026Minute Order (Judge Traum). The motion warrants expedited consideration. Plaintiff to serve the order and motion by Sept 25 and file a Notice of Compliance; Theriva's response due Sept 29, 2026.
7Sep 22, 2026Plaintiff's Notice and Renewed Demand for Jury Trial under Rule 38.
6Sep 22, 2026Plaintiff's Notice of Administrative Case Classification Discrepancy.
5Sep 17, 2026Summons issued as to Theriva Biologics, Inc.
—Sep 17, 2026Case assigned to District Judge Anne R. Traum and Magistrate Judge Craig S. Denney.
4Sep 16, 2026Verified Complaint, with civil cover sheet and exhibits.
3Sep 16, 2026Certificate of Interested Parties.
2Sep 16, 2026Emergency Motion for Temporary Restraining Order and/or Preliminary Injunction.

The official docket is on PACER / CM-ECF for the District of Nevada. If anything here differs from the court's record, the court's record controls.

Public SEC filings cited

Theriva's own filings on the SEC's EDGAR system, which anyone can read for free:

Where the court is

Bruce R. Thompson U.S. Courthouse & Federal Building
400 South Virginia Street, Reno, Nevada 89501

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