Theriva Biologics (TOVX) Proxy Filing summary

Executive summary

• Special Meeting of Stockholders scheduled for February 11, 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 December 31, 2025, are eligible to vote, with one vote per share.

• Proxy materials are available online, and multiple voting methods are provided, including internet, telephone, mail, and in-person.

• The company has retained D.F. King & Co., Inc. for proxy solicitation, with a fee not exceeding $8,000 plus expenses.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for the issuance of up to 16,184,560 shares upon exercise of new warrants issued to institutional investors.

• Proposal 2 seeks approval to adjourn the meeting if necessary to solicit additional votes for Proposal 1.

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

• The Board unanimously recommends voting FOR both proposals.

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

Board of directors and corporate governance

• The Board is actively soliciting proxies and recommends approval of both proposals.

• Steven A. Shallcross serves as CEO, CFO, and Director, and is the appointed proxy for the meeting.

• Information on beneficial ownership by directors and officers is disclosed, with all current officers and directors as a group owning less than 1% of outstanding shares.