Nejmeh v. Theriva Biologics, Inc.

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.

• Addendum packet: Motion for Leave, complete Verified Complaint, Proposed Supplemental Memorandum, and two Notices

  Signed September 18–19, 2026; filed and served on Theriva · 115 pages · The complaint as first received was missing pages 4–11; this packet supplies the complete 25-page complaint (Attachment A, pp. 10–38). Attachment B (pp. 39–110) is the Proposed Supplemental Memorandum (the addendum), submitted under LR 7-2(g); the Court has not yet ruled on the motion for leave. Pp. 112–115 are the Notice and Renewed Demand for Jury Trial (ECF No. 7) and the Notice of Administrative Case Classification Discrepancy (ECF No. 6).
  PDF · 11.8 MB
• Case-opening papers: Verified Complaint, Emergency Motion for TRO, Plaintiff's Declaration, Proposed Order, Certificate of Interested Parties, Exhibit Index, Civil Cover Sheet

  Filed September 16, 2026 (ECF Nos. 2–4) · 47 pages · Unsigned copy as prepared for filing; the signed, file-stamped versions are on PACER. Complaint pp. 1–25, Motion pp. 26–33, Declaration pp. 34–36, Proposed Order pp. 37–40.
  PDF · 0.5 MB
• Appendix, Volume 1: Exhibits A–M

  156 pages · Theriva's bylaws, proxy statements, Forms 8-K and 10-Q, and the October 2025 warrant agreement, all from SEC EDGAR. The three signed affidavits (Exhibits A–C) were filed on paper and appear here as cover sheets only.
  PDF · 9.7 MB
• Appendix, Volume 2: Exhibits N–T

  151 pages · May 2025 offering documents, investor presentation, quarterly reports and prospectus supplements, from SEC EDGAR. Exhibits N–R (correspondence, phone and brokerage records, transcript) were filed on paper and appear here as cover sheets only.
  PDF · 12.6 MB

Docket

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:

• June 29, 2026 proxy statement (Proposal 5 voting instructions)
• August 4, 2026 Form 8-K (vote results)
• August 11, 2026 Form 10-Q (warrant status, share count)
• April 30, 2026 proxy statement (Spain meeting)
• April 9, 2026 Form 8-K
• All Theriva filings on EDGAR

Where the court is