Theriva stockholders approve stock plan increase, other proposals at annual meeting

Theriva Biologics, Inc. held its 2026 Annual Meeting of Stockholders on August 3, 2026, according to a Form 8-K filed with the Securities and Exchange Commission.

Shareholders approved an amendment, designated Amendment No. 4, to the company's 2020 Stock Incentive Plan. The amendment increased the number of shares of common stock that the Company will have authority to grant under the 2020 Stock Incentive Plan from 4,500,000 shares of common stock to 6,500,000 shares of common stock.¹ The vote tally showed 3,110,068 votes for, 2,840,658 against, 105,575 abstentions, and 10,823,826 broker non-votes¹ on this proposal.

Four directors were elected to serve until the next annual meeting: Jeffrey J. Kraws, Steven A. Shallcross, John Monahan and Jeffrey Wolf¹, each receiving between roughly 4.0 million and 4.03 million votes for their election.

Stockholders also ratified the appointment of BDO USA, P.C. as the Company's independent registered public accounting firm for the year ending December 31, 2026¹.

They approved a charter amendment to increase authorized common shares, though the Board of Directors has discretion to determine whether to file the Charter Amendment and may elect not to effect the amendment notwithstanding stockholder approval¹.

Shareholders also approved the issuance of common stock upon exercise of outstanding warrants, and a proposal allowing adjournment of the meeting if needed, though because each of Proposals 1 through 5 received the requisite votes for approval at the Annual Meeting as convened, it was not necessary for the Company to adjourn the Annual Meeting.¹