Theriva Biologics, Inc.

For the period ended Nov 18, 2026. Filed Oct 20, 2026.

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Nov 18, 2026 · Filed Oct 20, 2026

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DEF 14A 1 tm2627846d1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.)

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 §240.14a-12

Theriva Biologics, Inc.

(Exact 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 14a-6(i)(1) and 0-11.

**9605 Medical Center Drive, Suite 270

Rockville, Maryland 20850

(301) 417-4364

**NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To the Stockholders of Theriva Biologics, Inc.:

Notice is hereby given that Theriva Biologics, Inc., a Nevada corporation (“we,” “us,” or the “Company”), will host a Special Meeting of Stockholders on ‎November 18, ‎2026, at 3:30 p.m. (local time) (the “Special Meeting”). The Special Meeting will be held in person 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. The Special Meeting is being held for the following purposes:

(1)	to approve an amendment to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), to, at the discretion of the Company’s Board of Directors (the “Board”), effect an increase in the number of authorized shares of common stock, $0.001 par value per share (the “Common Stock”), to 500,000,000 shares (the “Authorized Common Stock Increase Proposal”), such amendment to be effected after stockholder approval thereof only in the event the Board still deems it advisable;
(2)	to ratify and confirm the prior approval obtained at the Company’s 2026 Annual Meeting of Stockholders and, to the extent necessary, to grant a new approval, in each case pursuant to Section 713(a) of the NYSE American Company Guide and the terms of an inducement agreement, of the issuance of up to an aggregate of 16,184,560 shares of Common Stock upon the exercise of the Company’s common stock purchase warrants issued to institutional investors in the Company’s private placement offering, which closed on October 17, 2025 (the “Warrant Exercise Proposal”); and
(3)	to approve a proposal to adjourn the Special Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Authorized Common Stock Increase Proposal and/or the Warrant Exercise Proposal (the “Adjournment Proposal”).

The matters listed in this notice of meeting are described in detail in the accompanying Proxy Statement. The Board has fixed the close of business on October 9, 2026 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 Special Meeting. The list of the stockholders of record as of the close of business on October 9, 2026 will be made available for inspection at the meeting and during the ten days preceding the meeting at the Company’s 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 SPECIAL MEETING TO BE HELD ON NOVEMBER 18, 2026:

THE NOTICE OF SPECIAL MEETING OF STOCKHOLDERS AND THE PROXY STATEMENT ARE AVAILABLE ELECTRONICALLY ATWWW.THERIVABIO.COM.

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

Steven A. Shallcross

Chief Executive Officer,

Chief Financial Officer and Director

Rockville, Maryland

October 20, 2026

TABLE OF CONTENTS

Page

General Information	4
Questions and Answers About the Proxy Materials and the Special Meeting	5
Proposal 1 – Authorized Common Stock Increase Proposal	9
Proposal 2 – Warrant Exercise Proposal	11
Proposal 3 – Adjournment Proposal	13
Security Ownership of Certain Beneficial Owners and Management	14
Stockholder Proposals for the 2027 Annual Meeting	15
Householding	15
Appendix A	A-1

Theriva Biologics, Inc.

9605 Medical Center Drive, Suite 270

Rockville, Maryland 20850

**PROXY STATEMENT

FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 18, 2026

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