TOVX · Theriva Biologics, Inc.

The failure to convene the Special Meeting on April 9, 2026 represents a material procedural delay in Theriva Biologics’ obligation to secure stockholder approval for the issuance of up to 16,184,560 shares tied to New Warrants issued under the October 16, 2025 Inducement Agreement. Because no quorum was achieved, no vote occurred—neither approval nor rejection—leaving the Stockholder Approval requirement unfulfilled. Under the agreement’s terms, this triggers an ongoing obligation to reconvene stockholders every 60 days until either approval is secured or the warrants expire or are terminated, absent waiver by the counterparties. This recurring process introduces execution risk, administrative burden, and potential uncertainty around warrant exercise timing and dilution. The Company’s stated intent to file new proxy materials and schedule a resubmission indicates active remediation, but repeated adjournments could signal challenges in securing support from existing shareholders—particularly given the significant share count involved relative to current capitalization. Investors should monitor the timing and disclosure of the next meeting, as well as any changes to the proposal or voting recommendations in updated proxy materials.