Theriva Biologics, Inc.
For the period ended Oct 31, 2024. Filed Sep 30, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 31, 2024 · Filed Sep 30, 2024
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DEF 14A 1 tm2425198d1_def14a.htm DEF 14A
**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
**Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrantx
Filed by a Party other than the Registrant¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
|---|---|
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to Section 240.14a-12 |
THERIVA BIOLOGICS, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (check the appropriate box):
| x | No fee required. |
|---|---|
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
9605 Medical Center Drive, Suite 270
Rockville, Maryland 20850
(301) 417-4364
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Theriva Biologics, Inc.:
We hereby notify you that the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting of Stockholders”) of Theriva Biologics, Inc., a Nevada corporation (the “Company”), will be held on October 31, 2024 at 9:30 a.m. (Eastern Time), at the offices of the Company, located at 9605 Medical Center Drive, Suite 270, Rockville, Maryland 20850, for the following purposes:
| (1) | to elect the four (4) nominees for director named in the accompanying proxy statement to the Company’s Board of Directors until such director’s successor is duly elected and qualified; |
| (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, 2024; |
| (3) | to approve amendments to the Company’s 2020 Stock Incentive Plan to increase the number of shares of common stock that the Company will have authority to grant under the plan from 280,000 shares to 2,500,000 shares and to amend the annual non-employee director grant limit to 250,000 shares of common stock (the “Stock Incentive Plan Amendment Proposal”); |
| (4) | to approve an amendment to the Company’s Articles of Incorporation, as amended, to, at the discretion of the Board of Directors of the Company, effect an increase the number of authorized shares of common stock from 14,000,000 shares to 350,000,000 shares (the “Authorized Common Stock Increase Proposal”), such amendment to be effected after stockholder approval thereof only in the event the Board of Directors still deems it advisable; |
| (5) | to approve an adjournment of the 2024 Annual Meeting of Stockholders to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event there are not sufficient votes in favor of the Stock Incentive Plan Amendment Proposal and/or the Authorized Common Stock Increase Proposal; and |
| (6) | to transact such other business as may properly come before the 2024 Annual Meeting of Stockholders or any adjournments or postponements of the 2024 Annual Meeting of Stockholders. |
The matters listed in this notice of meeting are described in detail in the accompanying Proxy Statement. Our Board of Directors has fixed the close of business on September 27, 2024 as the record date for determining those stockholders who are entitled to notice of and to vote at the meeting or any adjournment or postponement of our 2024 Annual Meeting of Stockholders. The list of the stockholders of record as of the close of business on September 27, 2024 will be made available for inspection at the meeting and during the ten days preceding the meeting at the Company’s offices located at 9605 Medical Center Drive, Suite 270, Rockville, Maryland 20850.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ONOctober 31, 2024:
THE NOTICE OF ANNUAL MEETING OF STOCKHOLDERS, THE PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2023 ARE AVAILABLE ELECTRONICALLY ATWWW.THERIVABIO.COM.
Along with the attached Proxy Statement, we are sending to you our Annual Report on Form 10-K for the year ended December 31, 2023. Such annual report, which includes our audited financial statements, is not to be regarded as proxy solicitation material.
YOUR VOTE IS IMPORTANT
Even if you plan to attend the meeting, please submit a proxy to have your shares voted as promptly as possible by using the internet or kindly sign, date, and return the enclosed proxy card in the envelope provided so that your vote will be counted if you later decide not to attend the meeting. No postage is required if the proxy card is mailed in the United States.
By Order of the Board of Directors,
/s/ Steven A. Shallcross
Chief Executive Officer,
Chief Financial Officer and Director
Rockville, Maryland
September 30, 2024
| Page | |
|---|---|
| GENERAL INFORMATION | 5 |
| 2024 ANNUAL MEETING ADMISSION | 5 |
| INFORMATION ABOUT VOTING | 5 |
| PROPOSAL 1 - ELECTION OF DIRECTORS | 10 |
| THE NOMINEES | 10 |
| DIRECTOR INDEPENDENCE | 10 |
| INFORMATION ABOUT THE NOMINEES | 10 |
| INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 12 |
| INFORMATION REGARDING COMMITTEES OF THE BOARD OF DIRECTORS | 13 |
| DIRECTOR COMPENSATION | 16 |
| LIMITS ON LIABILITY AND INDEMNIFICATION | 16 |
| COMPENSATION COMMITTEE INTERLOCKS | 16 |
| PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 17 |
| REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 18 |
| AUDIT FEES AND ALL OTHER FEES | 19 |
| EXECUTIVE COMPENSATION | 20 |
| PAY VERSUS PERFORMANCE | 27 |
| PROPOSAL 3 - STOCK INCENTIVE PLAN AMENDMENT PROPOSAL | 30 |
| PROPOSAL 4 - AUTHORIZED COMMON STOCK INCREASE PROPOSAL | 35 |
| PROPOSAL 5 - ADJOURNMENT PROPOSAL | 38 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 39 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 40 |
| NOTICE REGARDING DELIVERY OF STOCKHOLDER DOCUMENTS (“HOUSEHOLDING” INFORMATION) | 40 |
|---|---|
| STOCKHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING | 40 |
| AVAILABLE INFORMATION ON CORPORATE GOVERNANCE AND SEC FILINGS | 41 |
| OTHER MATTERS | 41 |
| APPENDIX A | A-1 |
| APPENDIX B | B-1 |
9605 Medical Center Drive, Suite 270
Rockville, Maryland 20850
PROXY STATEMENT
For the 2024 Annual Meeting of Stockholders to be held on October 31, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.