Theriva Biologics Inc

This management proposal asks stockholders to approve an amendment to the Company’s 2020 Stock Incentive Plan to increase the aggregate share reserve to 6,500,000 shares. Management frames the request as necessary to preserve cash and enable the use of equity awards to attract, retain and motivate employees, directors and consultants, noting that the current available shares are expected to be insufficient through the end of 2026. Approval would also ensure compliance with NYSE American requirements relating to stockholder approval of equity compensation and permit certain options to qualify as incentive stock options under the Internal Revenue Code. The Board has set the amendment to become effective on the earlier of a strategic transaction or January 1, 2027, and has indicated that shares will not be adjusted for certain fundamental transactions prior to effectiveness. For shareholders, the primary consequence of approval is potential dilution from future awards and increased overhang, which the company seeks to manage by monitoring burn rate and limiting annual grants. Management emphasizes that without approval, the company may need to grant inducement awards outside the Plan or face constraints in granting compensation aligned with shareholder interests. Given Theriva’s small size and need to conserve cash, the proposal centers on substituting equity for cash compensation, which is a common practice for early-stage biotech companies but increases potential dilution. The Board’s unanimous recommendation to vote FOR is supported by its assessment that additional shares are needed to sustain talent incentives and to preserve flexibility for strategic transactions and recruiting in the near term.

This management proposal requests shareholder approval to amend the Articles of Incorporation to raise the authorized common shares to 450,000,000, increasing the pool of shares the company may issue in the future. The Board frames the change as a liquidity and strategic flexibility measure to enable financings, partnerships, equity incentive grants and potential acquisitions without the delay of further shareholder meetings, while noting that any issuance decisions remain subject to Board discretion. Approval would have no immediate dilutive effect until shares are issued, but it materially enlarges the Company’s ability to dilute current holders in subsequent issuances, potentially affecting EPS, book value per share and voting power. The proxy discloses the Board’s belief that the current authorized but unissued shares are insufficient to meet likely financing needs and to satisfy NYSE American listing requirements. Management disclaims any intent to use the increased authorization specifically for anti-takeover defenses, but the filing explains how additional unissued shares could be used in manners that might discourage hostile bids. For sophisticated investors evaluating the trade-off, the key considerations are the company’s near-term capital requirements, the potential for near-term dilutive issuances, and governance implications of granting the Board discretion to effect the amendment within one year of approval. The Board recommends a FOR vote based on anticipated need for capital and strategic flexibility; however, shareholders should weigh the benefits of agility against the risk of increased dilution and potential governance impacts.

This proposal asks shareholders to permit issuance of up to 16,184,560 shares upon exercise of New Warrants issued as inducements to institutional investors who agreed to immediately exercise previously issued warrants at a reduced price. The transaction was structured under an Inducement Agreement entered in October 2025 that resulted in New Warrants equal to 200% of the immediate cash-exercised Existing Warrant Shares, with an initial exercise price of $0.54 per share. NYSE American rules (Section 713(a)) require shareholder approval before private placement transactions that could equal 20% or more of outstanding shares or voting power at below the applicable minimum price; accordingly, the New Warrants are not exercisable until this approval is obtained. Approval would permit the Company to potentially receive up to approximately $8.7 million in gross proceeds if the New Warrants are exercised for cash, which management says could be material to funding operations. If shareholders reject the proposal, the Company cannot permit exercise of the New Warrants and must repeatedly convene meetings until approval or expiration, incurring expense and potentially undermining investor relations. The primary risk to existing shareholders is dilution upon exercise and the potential market impact of hundreds of millions of shares being added over time; the New Warrants also contain customary ownership caps and anti-dilution adjustments, and permit cashless exercise if resale registration is not effective. The Board recommends a FOR vote because it views the potential proceeds and the inducement arrangement as necessary to support the Company’s financing needs; investors should balance the near-term funding benefits against the dilution and governance implications of the inducement.

This management proposal requests authority for the appointed proxy to adjourn or postpone the Annual Meeting if additional time is needed to solicit votes for Proposals 3, 4 or 5. The practical purpose is procedural: if there are insufficient votes or a looming defeat for one or more of those non-routine proposals, the Company can extend the meeting to continue outreach and proxy solicitation rather than abandoning the measures. Approval provides flexibility to secure the required majorities without calling a new special meeting, but it also gives management the ability to delay final shareholder decisions for strategic reasons. From a governance perspective, adjournment authority is common and typically exercised to ensure that shareholder votes reflect full participation, but it can be used tactically to continue canvassing favorable votes. The Board recommends a FOR vote to preserve the option to achieve approval of proposals that the Board deems material to financing and compensation needs. Investors should consider whether granting this procedural adjournment authority is likely to be used conservatively to secure adequate participation or tactically to alter outcomes through extended solicitation.