Theriva Biologics (TOVX) investor relations material

Executive summary

• Special Meeting of Stockholders scheduled for April 9, 2026, to vote on two key proposals related to warrant exercises and potential adjournment.

• The meeting will address the issuance of up to 16,184,560 shares of common stock upon exercise of warrants issued in a private placement closed on October 17, 2025.

• Stockholders of record as of February 27, 2026, are eligible to vote, with multiple voting methods available including internet, phone, mail, or in person.

• Board recommends voting in favor of both proposals to facilitate capital raising and ensure flexibility in meeting quorum requirements.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for the issuance of up to 16,184,560 shares upon exercise of new warrants, a condition for raising up to $8.7 million in gross proceeds.

• Proposal 2 allows adjournment of the meeting if insufficient votes are present, enabling further solicitation.

• Both proposals require a majority of shares present in person or by proxy to pass; abstentions count as votes against.

• Board unanimously recommends voting "FOR" both proposals.

• Stockholder proposals for the 2026 Annual Meeting must be submitted by March 11, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Proxy solicitation is conducted by the Board, with Steven A. Shallcross serving as CEO, CFO, and Director.

• Directors and officers as a group own less than 1% of outstanding common stock as of the record date.

• Procedures for director nominations and other proposals for the 2026 Annual Meeting are outlined, including deadlines and required information.