Proxy Results Form 8 K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment to 2020 Stock Incentive Plan

On October 31, 2024, Theriva Biologics, Inc. (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved an amendment ("Amendment No. 2") to the Company's 2020 Stock Incentive Plan (the "2020 Stock Incentive Plan") to (i) increase the number of shares of common stock that the Company will have authority to grant under the 2020 Stock Incentive Plan from 280,000 shares of common stock to 2,500,000 shares of common stock and (ii) to amend the annual non-employee director grant limit to 250,000 shares of common stock. A description of the 2020 Stock Incentive Plan, as amended, is set forth in the Company's definitive proxy statement on Schedule 14A for the Annual Meeting, which was filed on September 30, 2024 with the Securities and Exchange Commission (the "Definitive Proxy Statement"), in the section entitled "PROPOSAL 3-APPROVAL OF AMENDMENTS TO THE COMPANY'S 2020 STOCK INCENTIVE PLAN". The description of Amendment No. 2 is qualified in its entirety by reference to the full text of Amendment No. 2, a copy of which is included as an exhibit to this Current Report on Form 8-K and attached to the Definitive Proxy Statement as Appendix A.