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 at the company’s research and clinical development site in Barcelona, Spain.

• The meeting will address the approval of issuing up to 16,184,560 shares of common stock upon exercise of warrants from a private placement and the potential adjournment of the meeting if more votes are needed.

• Stockholders of record as of April 23, 2026, are eligible to vote, with one vote per share.

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

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

Voting matters and shareholder proposals

• Proposal 1 seeks approval for the issuance of up to 16,184,560 shares of common stock upon exercise of warrants issued in an October 2025 private placement.

• 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.

• The board 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

• The board is responsible for soliciting proxies and overseeing the voting process.

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

• Security ownership information is provided for directors and executive officers, with all current officers and directors as a group owning less than 1% of outstanding shares.