Theriva Biologics (TOVX) Proxy filing summary

Executive summary

• Special meeting scheduled for November 2026 in Parets del Vallès, Spain; October 9, 2026 is the voting record date.

• Stockholders will vote on an authorized-share increase, warrant exercise approval, and potential meeting adjournment.

Voting matters and shareholder proposals

• Proposal 1 seeks Board-discretionary approval to raise authorized common shares to 500 million; the amendment may be filed within one year of approval if the Board still deems it advisable.

• Proposal 2 seeks ratification of prior approval and, if needed, new approval for up to 16,184,560 shares issuable under warrants from the October 2025 private placement.

• Proposal 3 would allow adjournment to solicit more votes if support for either of the other proposals is insufficient; the Board recommends FOR all three proposals.

• Each proposal requires a majority of shares present and entitled to vote; abstentions count against, while broker non-votes have no effect on Proposal 2.

Board of directors and corporate governance

• The Board unanimously approved the proposed authorized-share amendment and recommends stockholder approval; it may abandon the increase if it determines doing so is in stockholders’ best interests.