Theriva Biologics (TOVX) Proxy filing summary

Executive summary

• Special meeting set for Nov. 18, 2026; record date Oct. 9, 2026. Stockholders will vote on authorized shares, warrant exercise approval and possible adjournment.

• The Board says additional share capacity may support future financings and strategic transactions; it has no definitive commitments for issuing the proposed additional shares.

Voting matters and shareholder proposals

• Proposal 1 seeks discretionary authority to raise authorized common shares to 500 million; Proposal 2 seeks ratification and, if needed, new approval for up to 16,184,560 warrant shares; Proposal 3 would permit adjournment to solicit votes.

• The Board recommends FOR all three proposals; each requires a majority of shares present or represented and entitled to vote. Abstentions count against each proposal.

• Proposal 2 revisits the 2026 annual-meeting approval after proxy disclosure inconsistently classified the warrant vote as routine or non-routine; broker non-votes had no effect on that prior vote.

• The Board may adjourn if needed to seek more votes for Proposals 1 or 2, including where votes indicate either proposal would fail.

Board of directors and corporate governance

• The Board unanimously approved the proposed charter amendment and may file it within one year after stockholder approval if it still deems the increase advisable; it may also abandon the increase.

• The Board says the increase is intended for business and financial needs, not as an anti-takeover measure, while acknowledging it could deter unsolicited takeovers or make changes in control more difficult.