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THERIVA BIOLOGICS, INC.

NYSE American:TOVX
Annual Meeting

of Shareholders

MEETING DATE

08/03/2026
DEF 14A FILED
06/29/2026
PUBLISHED
06/29/2026 9:28 pm
TIME TO PUBLISH
07/01/2026
METHODOLOGY
approve
EXCHANGE NYSE American:TOVX · CUSIP 87164U201 · CIK 0000894158

RECONCILED · MIXED

Reconciled against the company’s Form 8-K Item 5.07 filed 2026-06-15.

6
FOR
0
AGAINST
0
WITHHOLD
6
BALLOT ITEMS

ITEM-BY-ITEM RECOMMENDATIONS

1
Election Of Directors
board
Routine
For
Board FOR · Duopoly unknown — No divergence flagged

All nominees are incumbent directors and consented to serve if elected.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
2
To ratify the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026
auditor
Routine
For
Board FOR · Duopoly unknown — No divergence flagged

The Audit Committee selected BDO USA, P.C. for fiscal 2026.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
3
To approve an amendment to the Company’s 2020 Stock Incentive Plan to increase the number of shares of Common Stock that it will have authority to grant under the plan to 6,500,000 shares of Common Stock
compensation
Routine
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states current available shares are insufficient for awards needed over the next twelve months.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
4
To approve an amendment to the Company’s Articles of Incorporation to effect an increase the number of authorized shares of Common Stock to 450,000,000 shares
other
Routine
For
Board FOR · Duopoly unknown — No divergence flagged

Board states additional authorized shares provide flexibility for financing and strategic transactions.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
5
To approve, pursuant to Section 713(a) of the NYSE American Company Guide and the terms of an inducement agreement, the issuance of up to an aggregate of 16,184,560 shares of Common Stock upon the exercise of the Company’s common stock purchase warrants issued to institutional investors in the Company’s private placement offering, which closed on October 17, 2025
other
Routine
For
Board FOR · Duopoly unknown — No divergence flagged

Approval permits exercise of New Warrants for up to approximately $8.7 million in gross proceeds.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
6
To approve a proposal to adjourn the Annual Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Plan Increase Proposal, the Authorized Common Stock Increase Proposal and/or the Warrant Exercise Proposal
other
Routine
For
Board FOR · Duopoly unknown — No divergence flagged

Adjournment would permit additional proxy solicitation if votes are insufficient for Proposals 3, 4 or 5.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.

Ledger

b8f89a99e8fc8ea6d387f5ed3b0b1c1bf9c94150385ef2dba03d395432f46b3d

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