Every DEF 14A that Theriva Biologics, Inc. (TOVX) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A DEF 14A covers the proxy statement, with executive pay and the shareholder votes, so if you follow TOVX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full TOVX filings page.
Theriva Biologics, Inc. is asking stockholders to approve several governance and capital structure changes at its 2026 Annual Meeting on August 3, 2026. Investors will vote on electing four directors, ratifying BDO USA, P.C. as auditor for 2026, and multiple share-related proposals.
The company seeks to amend its 2020 Stock Incentive Plan so it can grant up to 6,500,000 shares of common stock and to amend its Articles of Incorporation to increase authorized common stock to 450,000,000 shares, at the Board’s discretion. Stockholders are also asked to approve the issuance of up to 16,184,560 shares upon exercise of warrants issued in an October 17, 2025 private placement.
As of the June 23, 2026 record date, 45,892,668 shares of common stock were outstanding, each entitled to one vote. The Board recommends voting “FOR” all six proposals, including an adjournment proposal that would allow extra time to solicit votes if support for key share and warrant items is initially insufficient.
Theriva Biologics, Inc. is calling a special stockholder meeting on June 5, 2026 to seek approval to issue up to 16,184,560 shares of common stock upon exercise of previously issued common stock purchase warrants. These new shares would be exercisable at $0.54 per share under an inducement agreement with institutional investors.
If all new warrants are exercised for cash, Theriva could receive up to approximately $8.7 million in gross proceeds, but existing holders would be diluted as total shares outstanding increase. Stockholders will also vote on allowing adjournment of the meeting to solicit more votes if support for the warrant exercise proposal is initially insufficient.
Theriva Biologics, Inc. has called a special stockholder meeting on April 9, 2026 to vote on two proposals. The main item seeks approval to issue up to 16,184,560 shares of common stock upon exercise of previously issued common stock purchase warrants at an exercise price of $0.54 per share, as required under NYSE American rules.
The company states that full cash exercise of these warrants could provide up to approximately $8.7 million in gross proceeds. As of the record date of February 27, 2026, there were 45,892,668 shares of common stock outstanding. The Board also seeks authority to adjourn the meeting if needed to obtain sufficient votes, and unanimously recommends voting in favor of both the warrant exercise and adjournment proposals.
Theriva Biologics is asking stockholders to approve the potential issuance of up to 16,184,560 shares of common stock upon exercise of new common stock purchase warrants issued to institutional investors in an October 17, 2025 private placement. If all these New Warrants are exercised for cash at the initial $0.54 exercise price, the company could receive up to approximately $8.7 million in gross proceeds, but existing holders would be diluted when the shares are issued. As of the December 31, 2025 record date, there were 35,688,349 shares of common stock outstanding. A second proposal would allow adjournment of the February 11, 2026 special meeting to gather additional votes if needed. The Board unanimously recommends voting “FOR” both proposals.
Theriva Biologics (TOVX) called a special meeting on December 15, 2025 to seek approval to issue up to 16,184,560 shares of common stock upon exercise of new common stock purchase warrants issued in an October 17, 2025 private placement. The exercise price is $0.54 per share, and the new warrants become exercisable only after stockholder approval and expire on the fifth anniversary of the Stockholder Approval Date. The Board recommends voting FOR both the warrant exercise proposal and an adjournment proposal.
The warrants include a 4.99% (or 9.99% at holder election) beneficial ownership cap and standard adjustment provisions for corporate actions. The company notes potential dilution if exercised and potential market price impact from resales. Stockholders of record as of October 30, 2025 totaled 33,739,643 shares outstanding. If Proposal 1 is not approved, the company cannot permit exercise of the new warrants and may need additional meetings.