Theriva Biologics Inc

This management proposal asks stockholders to approve the issuance of up to 16,184,560 shares of common stock upon exercise of New Warrants that were issued as part of a warrant inducement agreement consummated on October 17, 2025. The approval is required under NYSE American Section 713(a) because the transaction relates to private placement warrants with an exercise price below the applicable Minimum Price and, as structured, the New Warrants are not exercisable until stockholder approval is obtained. Management states the practical purpose of the request is to permit holders to exercise the New Warrants and thereby allow the company to receive up to approximately $8.7 million in gross proceeds if exercised for cash, which the Board asserts is important to fund the company’s operations. The inducement transaction involved existing September and May warrants being exercised at a reduced price and issuance of New Warrants equal to 200% of the shares issued upon exercise of the Existing Warrants; a resale registration statement for the New Warrant Shares has been filed and declared effective. The New Warrants contain customary anti-dilution and adjustment provisions, limitations on beneficial ownership (4.99% or, if elected, 9.99%), cashless exercise mechanics, and special provisions in the event of a Fundamental Transaction, including a Black-Scholes-based redemption right. Management discloses potential adverse effects: full exercise would dilute existing stockholders and could put downward pressure on the market price of the common stock. If stockholders do not approve the proposal the company cannot permit exercise, will be required to hold additional special meetings under the inducement agreement, and may incur substantial additional costs and delay in obtaining the contemplated financing. The Board recommends a FOR vote based on compliance with listing rules, the potential to secure needed capital, and the fact that the inducement and registration steps have already been completed; stockholders must weigh the benefits of potential financing against the dilution and market impact.

This management proposal requests authority for the holders of proxies solicited by the Board to adjourn or postpone the Special Meeting so that the company can continue to solicit additional proxies if the Warrant Exercise Proposal does not receive sufficient votes at the scheduled meeting. The company has previously called three special meetings that failed to convene due to insufficient quorum, and the inducement agreement requires the company to call meetings every 60 days until stockholder approval is obtained or the New Warrants are no longer outstanding, making adjournment authority operationally useful. Granting adjournment authority would permit management to use the adjourned period to reach out to additional holders or to persuade holders to change their votes, potentially avoiding the expense and delay of separate special meeting notices and full meetings. The proposal could also allow the company to adjourn without taking a contested vote on the Warrant Exercise Proposal in certain circumstances and use the extra time to seek a favorable outcome. From a governance perspective, adjournment authority is a common procedural request that preserves board flexibility in proxy solicitation while raising limited substantive policy issues for stockholders. The principal tradeoff for stockholders is that adjournment delays final resolution of the Warrant Exercise Proposal, although it may increase the likelihood that the company secures the financing tied to warrant exercise. The Board recommends a FOR vote to enable continued solicitation and to facilitate compliance with the company’s obligations under the inducement agreement, subject to the usual voting rules (majority of shares present in person or represented by proxy).