Theriva Biologics Fails to Reach Quorum for Special Meeting Regarding Warrant Exercise Approval

On April 9, 2026, Theriva Biologics, Inc. reported that it was unable to convene its Special Meeting of Stockholders due to the absence of a quorum. The meeting was originally called to seek stockholder approval for a warrant exercise proposal and an adjournment proposal. Specifically, the company is seeking approval for the issuance of up to 16,184,560 shares of common stock upon the exercise of New Warrants issued under an October 16, 2025, Inducement Agreement. Under the terms of the Inducement Agreement with certain institutional investors, Theriva is required to use reasonable best efforts to obtain this approval. Because the Special Meeting could not be held, the company is obligated to call a new meeting and continue to hold meetings every 60 days until stockholder approval is obtained or the warrants are no longer outstanding, unless this requirement is waived by the investors. The company intends to file and mail new proxy materials with the date and time of the subsequent meeting.