Theriva Biologics (TOVX) Proxy filing summary

Executive summary

• A special meeting of stockholders is scheduled for June 5, 2026, to vote on two key proposals related to the issuance of new shares and potential adjournment of the meeting.

• The main proposal seeks approval for issuing up to 16,184,560 shares of common stock upon exercise of warrants issued in a private placement closed on October 17, 2025.

• Approval is required under NYSE American rules due to the size and pricing of the transaction.

• The Board unanimously recommends voting in favor of both proposals.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of up to 16,184,560 shares upon exercise of warrants at $0.54 per share.

• Proposal 2: Approve adjournment of the meeting if more time is needed to solicit votes for Proposal 1.

• Both proposals require a majority of shares present or represented by proxy to pass.

• Abstentions count as votes against; broker non-votes are not expected.

• Stockholders can submit proposals for the 2026 annual meeting by March 11, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The Board is soliciting proxies and recommends voting for both proposals.

• Steven A. Shallcross serves as CEO, CFO, and Director.

• 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.