Theriva Biologics (TOVX) Proxy Filing summary

Executive summary

• Special Meeting of Stockholders scheduled for April 9, 2026, to vote on two key proposals at the company’s research and clinical development site in Barcelona, Spain.

• Proposals include approval for issuance of up to 16,184,560 shares upon exercise of warrants and potential adjournment of the meeting if more votes are needed.

• Board unanimously recommends voting in favor of both proposals.

• Voting can be conducted online, by phone, mail, or in person, with detailed instructions provided.

• Proxy solicitation costs will be covered by the company, with D.F. King & Co., Inc. retained for assistance.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for issuance of up to 16,184,560 shares upon exercise of warrants issued in a private placement closed on October 17, 2025.

• 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 or represented by proxy to pass; abstentions count as votes against.

• Board recommends voting “FOR” both proposals.

• Stockholders may submit proposals for the 2026 Annual Meeting by March 11, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of at least four named individuals, all holding less than 1% of outstanding shares individually.

• All current officers and directors as a group own less than 1% of outstanding shares.

• Procedures for director nominations and shareholder proposals for the 2026 Annual Meeting are outlined.