Theriva Biologics Inc

This management proposal asks shareholders to approve the issuance of up to 16,184,560 shares of common stock upon exercise of unregistered Common Stock Purchase Warrants ("New Warrants") issued to institutional holders as part of a warrant inducement tied to a private placement that closed on October 17, 2025. Management is seeking approval to satisfy NYSE American Company Guide Section 713(a), which requires stockholder approval for private placement transactions that may be priced below the applicable Minimum Price and could result in issuance of more than 20% of outstanding stock under certain interpretations; absent approval the New Warrants cannot be exercised. The New Warrants were issued as consideration for holders agreeing to immediately exercise certain existing warrants for cash at a reduced exercise price and to permit the company to obtain additional financing; if exercised for cash the New Warrants could yield up to approximately $8.7 million of gross proceeds. The proposal explains related terms of the New Warrants including a $0.54 initial exercise price, anti-dilution and ownership caps (4.99% or optional 9.99%), cashless exercise mechanics if no registration statement is effective, and transfer/purchase/redemption protections in the event of a Fundamental Transaction. Management discloses that approval will cause dilution to existing shareholders and may put downward pressure on market price if shares are sold into the market, but asserts the financing benefits and compliance considerations outweigh those risks. The Board also notes the Company has an obligation under an inducement agreement and has attempted prior meetings (December 15, 2025 and February 11, 2026) that failed due to lack of quorum, underscoring the company’s need to obtain approval promptly. The Board’s unanimous recommendation to vote FOR is grounded on the immediate financing potential to fund operations and the contractual obligations resulting from the inducement agreement; shareholders should weigh the dilution and market-impact risks against the company’s stated financing needs and the potential to avoid recurring special meetings and related costs. This proposal is transaction- and governance-related: it authorizes issuance tied to a financing-inducement arrangement and addresses NYSE listing requirements and registration obligations that materially affect shareholder rights and potential dilution.

This management proposal asks shareholders to authorize the holders of proxies solicited by the Board to vote to adjourn or postpone the Special Meeting to permit additional solicitation of proxies in the event the Warrant Exercise Proposal lacks sufficient votes. Management’s rationale is pragmatic: the company has previously called special meetings that failed for lack of quorum, and adjournment authority would allow it to continue seeking votes without the expense and delay of calling entirely new meetings. The adjournment power could also permit the Board to postpone a vote if current proxies indicate a likely defeat, giving time to persuade or solicit shareholders to change their votes in favor of the Warrant Exercise Proposal. Approval does not itself change substantive rights but is a procedural authorization that can materially affect whether the Warrant Exercise Proposal can be approved at a later date. The Board recommends a FOR vote because it believes obtaining stockholder approval of the Warrant Exercise Proposal is in the best interests of the company and its shareholders, and the adjournment mechanism is the most efficient method to achieve that goal if initial votes are insufficient. Shareholders should consider that approving adjournment gives the Board additional time to influence outcomes through further solicitation, which may be contested by those who prefer an immediate vote or who oppose the underlying transaction. The adjournment proposal is therefore a defensive procedural measure linked to Proposal No. 1 and should be evaluated in conjunction with the financing and dilution implications described in the Warrant Exercise Proposal.