Theriva Biologics (TOVX) Proxy filing summary

Executive summary

• The annual meeting is scheduled for August 3, 2026, with voting on six key proposals, including director elections, auditor ratification, stock plan amendments, share authorization increase, warrant exercise, and potential adjournment.

• The Board recommends voting in favor of all proposals and has set June 23, 2026, as the record date for voting eligibility.

• Proxy materials and the 2025 Annual Report are available electronically, and shareholders are encouraged to vote by internet, phone, or mail.

Voting matters and shareholder proposals

• Proposals include electing four directors, ratifying BDO USA, P.C. as auditor, increasing the 2020 Stock Incentive Plan to 6,500,000 shares, amending the Articles of Incorporation to authorize 450,000,000 shares, approving issuance of up to 16,184,560 shares upon warrant exercise, and authorizing adjournment if needed.

• Shareholders can submit proposals for the 2027 meeting by March 1, 2027, and director nominations by April 5, 2027.

Board of directors and corporate governance

• The Board consists of four members: Steven Shallcross (CEO/CFO), Jeffrey Kraws (Chairman), John Monahan, and Jeffrey Wolf, with three deemed independent.

• Committees include Audit, Compensation, and Nominations, all composed of independent directors except for the CEO.

• The Board maintains a Code of Conduct and Code of Ethics for Financial Management, and has an independent Chairman.