Theriva Biologics, Inc. Announces Adjournment of Special Meeting Due to Lack of Quorum

Key Points for Investors:

• Special Meeting Not Convened: On April 9, 2026, Theriva Biologics, Inc. (“the Company”) announced that it was unable to convene its Special Meeting of Stockholders as initially planned due to the absence of a quorum. This means there were not enough shares present or represented by proxy to conduct official business, including crucial votes.
• Rescheduling Required: The Company will call a new meeting of stockholders to seek approval for two key proposals previously outlined in its definitive proxy statement filed with the SEC on March 16, 2026:
  • Warrant Exercise Proposal
  • Adjournment Proposal

  Updated proxy materials with the new meeting date and time will be filed with the SEC and mailed to shareholders.

• Inducement Agreement Obligations: Under the Warrant Inducement Agreement dated October 16, 2025, with certain institutional investors, the Company is contractually required to use its best efforts to call a stockholder meeting within 60 days of closing the related transactions. The purpose is to obtain approval for the issuance of up to 16,184,560 shares of common stock upon exercise of certain new common stock purchase warrants (“New Warrants”).
• Potential for Ongoing Adjournments: If a quorum cannot be reached or approval is not obtained, and unless waived by the investors, Theriva Biologics must continue to call additional meetings every 60 days until shareholder approval is secured or the New Warrants are no longer outstanding.

Important Shareholder Information

• Why This Matters: The inability to convene the Special Meeting delays the Company’s efforts to obtain approval for a potentially dilutive warrant exercise. If approved, up to 16,184,560 new shares could be issued, which may significantly impact the Company’s share structure, capital base, and market price.
• Price-Sensitive Considerations:
  • Potential Dilution: Approval of the warrant exercise could lead to a substantial increase in outstanding shares, potentially diluting existing shareholders.
  • Market Uncertainty: The continued delay and repeated calling of meetings may introduce uncertainty, possibly affecting investor sentiment and the Company’s stock price in the near-term.
  • Obligation Under Agreement: Failure to secure approval as required by the Inducement Agreement could have further contractual or financial ramifications should the investors not provide a waiver.
• Next Steps: Shareholders should watch for further communications from the Company regarding the new meeting date and carefully review the forthcoming proxy materials.

Additional Corporate Information

• Trading Information: Theriva Biologics, Inc. trades on NYSE American under the symbol TOVX.
• Emerging Growth Company: The Company is not classified as an Emerging Growth Company, which may affect its compliance requirements and reporting obligations.

Conclusion

The adjournment of the Special Meeting and the Company’s obligations under the Warrant Inducement Agreement introduces ongoing uncertainty regarding the potential dilution and capital structure of Theriva Biologics, Inc. Investors are advised to stay alert for the rescheduled meeting announcement and the implications of the warrant exercise proposal, as these developments could materially impact the Company’s future share value and overall market dynamics.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with a qualified financial advisor before making any investment decisions regarding Theriva Biologics, Inc.

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