Theriva Biologics (TOVX) Proxy Filing summary

Executive summary

• Special Meeting scheduled for February 11, 2026, to vote on two key proposals: approval of warrant exercise and potential adjournment if needed.

• The meeting will be held in person in Barcelona, Spain, with proxy materials available online.

• Stockholders of record as of December 31, 2025, are eligible to vote, with one vote per share.

• 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 upon exercise of warrants issued in a private placement closed on October 17, 2025.

• Proposal 2 allows 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.

• No broker non-votes are expected as both proposals are considered non-routine.

• 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 actively soliciting proxies and has retained D.F. King & Co., Inc. for assistance, with a fee cap of $8,000 plus expenses.

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