Theriva Biologics, Inc.

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 Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to Section 240.14a-12

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THERIVA BIOLOGICS, INC.

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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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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 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Theriva Biologics, Inc., a Nevada corporation (the “Company”), will be held on August 29, 2025 at 3:30 p.m. (local time), at the Company’s principal place of business for research and clinical development, located at Carrer Torrent de Can Ninou, naus 5-6, 08150 - Parets del Vallès (Barcelona) Spain, for the following purposes:

(1)

to elect the four (4) nominees for director named in the accompanying proxy statement to our Board of Directors until such director’s successor is duly elected and qualified;

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(2)

to ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for the year ending December 31, 2025;

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(3)

to approve an amendment to our 2020 Stock Incentive Plan to increase the number of shares of our common stock, par value $0.001 per share (“Common Stock”) that we will have authority to grant under the plan from 2,500,000 shares to 4,500,000 shares of Common Stock;

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(4)

to approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement;

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(5)

to recommend, on an advisory basis, the frequency for holding future advisory votes on executive compensation; and

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(6)

to transact such other business as may properly come before the Annual Meeting or any adjournments or postponements of the Annual Meeting.

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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 July 8, 2025 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 the Annual Meeting. The list of the stockholders of record as of the close of business on July 8, 2025 will be made available for inspection at the meeting and during the ten days preceding the meeting at our offices for research and clinical development located at Carrer Torrent de Can Ninou, naus 5-6, 08150 - Parets del Vallès (Barcelona) Spain.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON AUGUST 29, 2025:

THE NOTICE OF ANNUAL MEETING OF STOCKHOLDERS, THE PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2024 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, 2024. 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

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Steven A. Shallcross

Chief Executive Officer,

Chief Financial Officer and Director

Rockville, Maryland

July 9, 2025