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Item 9A. Controls and Procedures

2026-03-12 compared with 2025-03-06 · 73 added, 106 removed, 588 unchanged (23% of the section changed)

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Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Remediation of Previously Reported Material Weaknesses

Management reported in Item 9A of its Annual Report on Form 10-K for the year ended December 31, 2023, material weaknesses related to the fact that we had not designed and maintained effective review controls at a sufficient level of precision within certain financial statement areas and over unusual transactions involving complex accounting and related disclosure requirements.

Also, we did not maintain effective information technology general controls over user access, program change management, and segregation of duties, within certain key information systems supporting the Company’s accounting and financial reporting processes.

Many of the Company’s business process controls dependent upon the information derived from these information systems were also ineffective, as management did not design and implement controls to validate the completeness and accuracy of underlying data utilized in the operation of those controls.

During the year ended December 31, 2024, management implemented measures on these processes to ensure that the control deficiencies contributing to the material weaknesses were remediated.

Such remedial measures are as follows:

● Enhanced existing policies and procedures as well as documentation of control owners review to improve execution of controls by Company personnel

● Enhanced program change management, user access provisioning and monitoring controls to ensure key applications are appropriately reviewed and approved and to enforce appropriate system access and segregation of duties

● Enhanced the design of key controls to ensure reports used in the performance of controls are complete and accurate

Management has evaluated these additional controls and believes they are operating effectively and therefore the Company has remediated these material weaknesses.

Changes in Internal Control Over Financial Reporting

During the quarter ended December 31, 2024, except for the changes discussed above related to remediation of material weaknesses, there have been no other changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the quarter ended December 31, 2025, there have been no other changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Other Information .

Disclosure of Material Event

On March 3, 2025, we entered into a new employment agreement with Mr.

Shallcross (the “2025 Shallcross Employment Agreement”) for a term of two years, pursuant to which he continues to serve as our Chief Executive Officer and Chief Financial Officer and receive the same compensation that he received pursuant to the 2022 Shallcross Employment Agreement.

The material terms of the 2025 Shallcross Employment Agreement are set forth below.

Pursuant to the 2025 Shallcross Employment Agreement, Mr.

Shallcross is entitled to an annual base salary of $667,526.

Shallcross is also eligible to receive an annual cash performance bonus targeted at fifty percent (50%) of his annual base salary as well as discretionary annual equity awards pursuant to the Company’s incentive plans.

The annual bonus will be based upon the assessment of the Board of Mr.

Shallcross’s performance.

The 2025 Shallcross Employment Agreement also includes confidentiality obligations and inventions assignments by Mr.

Shallcross and non-solicitation and non-competition provisions.

The 2025 Shallcross Employment Agreement has a stated term of two years but may be terminated earlier pursuant to its terms.

Shallcross’s employment is terminated for any reason, he or his estate as the case may be, will be entitled to receive the unpaid base salary through the date of termination and accrued vacation, any unpaid annual bonus earned with respect to any calendar year ending on or preceding the date of termination, expense reimbursement and any other entitlements accrued by him to the extent not previously paid (the “Accrued Obligations”);

provided, however, that if his employment is terminated (i) by the us without Cause or by Mr.

Shallcross for Good Reason (as each is defined in the 2025 Shallcross Employment Agreement) then, subject to him executing a general release in form acceptable to the us that becomes effective, in addition to paying the Accrued Obligations, (a) we will continue to pay his then current base salary and if he timely elects continued coverage under COBRA, we will continue to provide benefits at least equal to those that were provided at the time of termination for a period of twelve (12) months and (b) all unvested equity awards will vest and he shall have the right to exercise any such vested equity awards until the earlier of eighteen (18) months after termination or the remaining term of the awards;

or (ii) by reason of his death or Disability (as defined in the 2025 Shallcross Employment Agreement), then in addition to paying the Accrued Obligations, Mr.

Shallcross or his estate would have the right to exercise any vested options until the earlier of six (6) months after termination or the remaining term of the awards.

In such event, if Mr.

Shallcross commenced employment with another employer and becomes eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits to be provided by us as described herein would terminate.

The 2025 Shallcross Employment Agreement provides that upon the closing of a “Change in Control” (as defined in the 2025 Shallcross Employment Agreement), all unvested options shall immediately vest and the time period that Mr.

Shallcross will have to exercise all vested stock options and other awards that Mr.

Shallcross may have will be equal to the shorter of:

(i) eighteen (18) months after termination, or (ii) the remaining term of the award(s).

If within one (1) year after the occurrence of a Change in Control, Mr.

Shallcross terminates his employment for “Good Reason” or the Company terminates Mr.

Shallcross’s employment for any reason other than death, disability or Cause, Mr.

Shallcross will be entitled to receive:

(i) the portion of his base salary for periods prior to the effective date of termination accrued but unpaid (if any);

(ii) all unreimbursed expenses (if any);

(iii) an aggregate amount (the “Change in Control Severance Amount”) equal to two (2) times the sum of his base salary plus an amount equal to the bonus that would be payable if the “target” level performance were achieved under the Company’s annual bonus plan (if any) in respect of the fiscal year during which the termination occurs (or the prior fiscal year if bonus levels have not yet been established for the year of termination) subject to him executing a general release in form acceptable to the Company that becomes effective.

If within two (2) years after the occurrence of a Change in Control, Mr.

Shallcross terminates his employment for “Good Reason” or we terminate Mr.

Shallcross’s employment for any reason other than death, disability or Cause, Mr.

Shallcross will be entitled to also receive for the period of two (2) consecutive years commencing on the date of such termination of his employment, medical, dental, life and disability insurance coverage for him and the members of his family that are not less favorable to him than the group medical, dental, life and disability insurance coverage carried by the Company for him subject to him executing a general release in form acceptable to us that becomes effective.

The Change in Control Severance Amount is to be paid in a lump sum if the Change in Control event constitutes a “change in the ownership” or a “change in the effective control” of the Company or a “change in the ownership of a substantial portion of a corporation’s assets” (each within the meaning of Section 409A of the Internal Revenue Code (“Rule 409A”)), or in 48 substantially equal payments, if the Change in Control event does not so comply with Section 409A.

Insider Trading Arrangements

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Kraws has served as Chief Executive Officer and co-founder of Crystal Research Associates and CRA Advisors, and since February 2012, he has served as partner and co-founder of TopHat Capital, LLC.

Since November 9, 2021, Mr.

Kraws serves as the Chief Executive Officer of GridIron Bionutrients, Inc.

In February 2026, Mr.

Kraws joined Kazia Therapeutics Limited as the Head of Corporate Strategy and Development.

From February 2022 to January 2025, Mr.

Kraws served as Chief Financial Officer of Syncromune, Inc.

Kraws served as the Chief Executive Officer of Innovational Biotech Inc., formerly known as GridIron Bionutrients, Inc., from November 2021 through December 2022.

From August 2016 through January 2021, Mr.

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RMED), a medical device company.

Kraws is a partner at Grannus Securities Pty Ltd.

Kraws has served as a partner at Grannus Securities Pty Ltd.

(an Australian based private equity fund) since November 2015.

Kraws is a partner of PDK Healthcare Innovations LLC.

Kraws also served as Chief Financial Officer of Syncromune, Inc.

from February 2022 to February 2024.

Kraws is also a partner of PDK Healthcare Innovations LLC.

He also consults and assists in management of private companies through his private practice.

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Monahan has served on the board of directors of Scorpius Holdings, Inc.

(formerly known as NightHawk Biosciences, Inc.

and), a contract development and manufacturing organization since November 2009, and from August 2016 until May 2021 also served on the board of directors of Anixa Biosciences, Inc.

since November 2009 (formerly known as NightHawk Biosciences, Inc.), a publicly traded company, and from August 2016 until May 2021 also served on the board of directors of Anixa Biosciences, Inc.

(formerly known as ITUS Corporation), a biotechnology company focused on using the body’s immune system to diagnose, treat and prevent cancer.

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Wolf founded Scorpius Holdings, Inc.

(formerly known as NightHawk Biosciences, Inc.), a publicly traded contract development and manufacturing organization company.

(formerly known as NightHawk Biosciences, Inc.), a publicly traded company.

Since April 2010, Mr.

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Wolf has an extensive understanding of the operational, financial and strategic issues facing public companies.

Family Relationships

There are no family relationships among any of our directors and executive officers.

Involvement in Certain Legal Proceedings

To our knowledge, there are currently no legal proceedings, and during the past ten years there have been no legal proceedings, involving our executive officers, directors or persons nominated to become a director that we believe are required to be disclose pursuant to Item 4.01(f) of Regulation S-K.

Directors’ Term of Office

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Additionally, our Trading Policy imposes special additional trading restrictions, including requiring pre-clearance of any transaction and prohibiting the purchase or sale of options to sell or buy our securities and short sales.

The Trading Policy is annexed to this Annual Report as an exhibit.

The Trading Policy is incorporated by reference into this Annual Report.

Executive Compensation .

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For a discussion of the assumptions used in calculating these values, see Note 7 to our consolidated financial statements included elsewhere in this Annual Report.

In December 2023, Mr.

In April 2025, Mr.

Shallcross was issued options to purchase 190,000 shares of Common Stock.

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These benefits are offered to all Theriva Biologics’ employees who work at least 17.5 hours per week.

(5) Amount for the year ended December 31, 2024 excludes salary of $152,250 and a bonus of $45,000 paid to the wife of Mr.

Shallcross during the year ended December 31, 2024.

(5) Amounts for the year ended December 31, 2025 and 2024 exclude the following compensation paid to the wife of Mr.

Shallcross during the specified years:

(i)salary of $157,000 and 152,000 paid in the years ended December 31, 2025 and 2024, respectively, (ii) a bonus of $45,000 during the year ended December 31, 2024, and (iii) an option to purchase 25,000 shares of Common Stock having a value of $27,000 granted during the year ended December 31, 2025.

Narrative Disclosure to Summary Compensation Table

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● Compensation Should Align with Stockholders’ Interests — The Compensation Committee believes that executives’ interests should be aligned with those of the stockholders.

In years prior to 2024, executives were granted stock options so that their total compensation was tied directly to value realized by our stockholders.

In years other than 2024, executives were granted stock options so that their total compensation was tied directly to value realized by our stockholders.

Executive bonuses are tied directly to the achievement of performance goals that the Compensation Committee believes will ultimately drive stockholder value creation.

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● Compensation Motivates and Rewards the Achievement of Goals — Our executive compensation program is designed to appropriately reward both individual and collective performance that meets and exceeds our annual, long-term and strategic goals.

To accomplish this objective, a substantial percentage of total compensation is variable and “at risk,” both through annual incentive compensation in the form of cash bonuses and, in years prior to 2024, the granting of long-term incentive awards.

To accomplish this objective, a substantial percentage of total compensation is variable and “at risk,” both through annual incentive compensation in the form of cash bonuses and, in years other than 2024, the granting of long-term incentive awards.

Oversight of Executive Compensation

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During 2025, the salary for our Chief Executive Officer who also serves as our Chief Financial Officer was 67% of his target compensation package and performance based variable compensation comprised 33% of his target compensation.

The increase in the percentage of non-variable compensation was due to the fact that no equity awards were granted in 2024.

Of the performance based variable compensation none was equity-based compensation and all of the variable compensation was his target cash bonus.

The Compensation Committee anticipates awarding equity awards for services provided in 2024 during the first quarter of 2025.

The increase in the percentage of non-variable compensation was due to the fact that no cash bonus was granted in 2025.

Of the performance based variable compensation for the year ended December 31, 2025, all was equity-based compensation and none of the variable compensation was paid as a target cash bonus.

Compensation Review Process

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Shallcross’ compensation for 2025 was determined by the Compensation Committee taking into account the findings and recommendations of this report.

Shallcross’ base salary was $614,250 for the year ended December 31, 2023.

Shallcross received a 5% merit increase to $644,963 for the year ended December 31, 2024, and on December 13, 2024 received a 3.5% merit increase to $667,536 for the 2025 fiscal year.

Shallcross’ base salary was increased to $644,963 for the year ended December 31, 2024.

Shallcross received a 3.5% merit increase to $667,536 for the year ended December 31, 2025, and on a 3.0 % merit increase to $687,562 for the 2026 fiscal year.

The Compensation Committee believes that the granting of a bonus is appropriate to motivate our Named Executive Officers.

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Although the Compensation Committee does not use any fixed formula in determining bonuses, it does link bonuses to objectives the Compensation Committee deems important such as effective M&A strategy and implementation, financings, and achievement of clinical milestones.

Shallcross’ employment agreement provided that he was eligible for a target bonus of up to fifty percent (50%) of his base salary in cash.

Shallcross’ employment agreement provides that he is eligible for a target bonus of up to fifty percent (50%) of his base salary in cash.

After considering Mr.

Shallcross’ achievement relative to performance goals in 2024, the Compensation Committee approved a $200,000 cash bonus, or 62% of target.

Shallcross’ achievement relative to performance goals in 2024, market conditions, the Company’s cash position and stock price, the Compensation Committee approved a $200,000 cash bonus, or 62% of target.

For the year ended December 31, 2025 in an effort to preserve cash the Compensation Committee did not approve a cash bonus for Mr.

Shallcross but did approve an equity grant.

Long-Term Incentives

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● provide competitive levels of total compensation.

In 2023, the Compensation Committee approved grants of options exercisable for 28,000 shares to Mr.

The options had a grant date of December 14, 2023, an exercise price of $14.75, vest pro rata on a monthly basis over 36 months and expire seven years from date of grant.

In 2025, the Compensation Committee approved grants of options exercisable for 190,000 shares of Company Common Stock to Mr.

The options had a grant date of April 28, 2025, an exercise price of $1.41, vest pro rata on a monthly basis over 36 months and expire seven years from date of grant.

No options were granted to Mr.

Shallcross in 2024.

The Compensation Committee anticipates awarding equity awards for services provided in 2024 during the first quarter of 2025.

On January 5, 2026, the Compensation Committee approved grants of options exercisable for 475,000 shares of Company Common Stock to Mr.

The options had a grant date of January 5, 2026, an exercise price of $0.241 per share, vest pro rata on a monthly basis over 36 months and expire seven years from date of grant.

The Compensation Committee reviews the performance, potential burn rates and dilution levels to create an option pool that may be awarded to employee participants.

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The Compensation Committee does not seek to time equity grants to take advantage of information, either positive or negative, about our company that has not been publicly disclosed.

Option grants are effective on the date the award determination is made by the Compensation Committee and the exercise price of options is the closing market price of our common stock on the business day of the grant or, if the grant is made on a weekend or holiday, on the prior business day.

Option grants are effective on the date the award determination is made by the Compensation Committee and the exercise price of options is the closing market price of our Common Stock on the business day of the grant or, if the grant is made on a weekend or holiday, on the prior trading day.

Named Executive Officers are eligible to participate in our standard medical, dental, vision, disability insurance, life insurance plans and other health and welfare plans provided to other full-time employees.

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We currently grant stock-based awards pursuant to our 2020 Stock Incentive Plan (the “2020 Stock Plan”) and have outstanding awards to Mr.

Shallcross under our 2010 Stock Incentive Plan (the “2010 Stock Plan”).

Shallcross that were previously granted under our 2010 Stock Incentive Plan (the “2010 Stock Plan”).

Grant Date (1)

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Pursuant to the 2022 Shallcross Employment Agreement, Mr.

Shallcross was initially entitled to an annual base salary of $585,000 which was increased to $614,250 for the year ended December 31, 2023, increased on December 14, 2023 to $644,963 to reflect a 5% merit increase and increased on December 13, 2024 to $667,526 to reflect a 3.5% merit increase.

Shallcross was initially entitled to an annual base salary of $585,000 which was increased to $614,250 for the year ended December 31, 2023, increased on December 14, 2023 to $644,963 to reflect a 5% merit increase and further increased on December 13, 2024 to $667,526 to reflect a 3.5% merit increase.

Shallcross was also eligible to receive an annual cash performance bonus targeted at fifty percent (50%) of his annual base salary and payable based upon the assessment of the Board of Mr.

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Shallcross (the “2025 Shallcross Employment Agreement”) for a term of two years, pursuant to which he continues to serve as our Chief Executive Officer and Chief Financial Officer and continues to receive the same compensation that he received pursuant to the 2022 Shallcross Employment Agreement.

The material terms of each of the 2022 Shallcross Employment Agreement and the 2025 Shallcross Employment Agreement, (collectively, the “Shallcross Employment Agreements”) are set forth below.

The material terms of each of the 2022 Shallcross Employment Agreement and the 2025 Shallcross Employment Agreement, (collectively, the “Shallcross Employment Agreements”) are substantially the same, other than the term of the agreements, and are set forth below.

The Shallcross Employment Agreements each contain confidentiality obligations and invention assignments by Mr.

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provided, however, that if his employment is terminated (i) by the us without Cause or by Mr.

Shallcross for Good Reason (as each is defined in the Shallcross Employment Agreements) then, subject to him executing a general release in form acceptable to the us that becomes effective, in addition to paying the Accrued Obligations, (a) we will continue to pay his then current base salary and if the Executive timely elects continued coverage under COBRA, we will continue to provide benefits at least equal to those that were provided at the time of termination for a period of twelve (12) months and (b) all unvested equity awards will vest and he shall have the right to exercise any such vested equity awards until the earlier of eighteen (18) months after termination or the remaining term of the awards;

provided, however, that if his employment is terminated (i) by us without Cause or by Mr.

Shallcross for Good Reason (as each is defined in the Shallcross Employment Agreements) then, subject to him executing a general release in form acceptable to us that becomes effective, in addition to paying the Accrued Obligations, (a) we will continue to pay his then current base salary and if the Executive timely elects continued coverage under COBRA, we will continue to provide benefits at least equal to those that were provided at the time of termination for a period of twelve (12) months and (b) all unvested equity awards will vest and he shall have the right to exercise any such vested equity awards until the earlier of eighteen (18) months after termination or the remaining term of the awards;

or (ii) by reason of his death or Disability (as defined in the Shallcross Employment Agreements), then in addition to paying the Accrued Obligations, Mr.

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Option grants are effective on the date the award determination is made by the Compensation Committee, and the exercise price of options is the closing market price of our Common Stock on the business day of the grant or, if the grant is made on a weekend or holiday, on the prior business day.

During the fiscal year ended December 31, 2024, our Named Executive Officer was not awarded any stock options, and we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

During the fiscal year ended December 31, 2024, our Named Executive Officer was not awarded any stock options due to the lack of availability of awards.

In 2025, the Compensation Committee approved grants of options exercisable for 190,000 shares of Company Common Stock to Mr.

During 2025, we did not grant stock options (or similar awards) to our Named Executive Officers during the period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information.

We did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Compensation of Directors

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● Non-employee directors were entitled to an additional annual cash fee of $15,000, $10,000 and $7,500 for service as Chairman of the Audit, Compensation and Nominations Committees.

● Non-employee directors were granted options to purchase 25,000 shares of Common Stock, which vest pro rata on a monthly basis over 12 months from the date of grant.

In setting 2025 compensation for directors, the Compensation Committee relied on a report prepared by Meridian in December 2023.

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and (iii) all of our directors and our current executive officer as a group.

All share numbers set forth below reflect the 1-for-25 reverse stock split effected on August 26, 2024.

Shares Owned (2)

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Shallcross’s wife) that are exercisable within the 60-day period following March 12, 2026.

Does not include an additional 19,779 shares issuable upon exercise of options held by Mr.

Shallcross and 2,110 issuable upon exercise of options held by Mrs.

Shallcross that are not exercisable within the 60-day period following March 6, 2025.

(6) Includes 54,550 shares issuable upon exercise of options held by Mr.

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Certain Relationships and Related Transactions, and Director Independence .

Pursuant to our charter, our Audit Committee shall review on an on-going basis for potential conflicts of interest, and approve if appropriate, all our “Related Party Transactions” as required by Section 120 of the NYSE American Company Guide.

Pursuant to our Audit Committee charter, our Audit Committee shall review on an on-going basis for potential conflicts of interest, and approve if appropriate, all our “Related Party Transactions” as required by Section 120 of the NYSE American Company Guide.

For purposes of the Audit Committee Charter, “Related Party Transactions” shall mean those transactions required to be disclosed pursuant to SEC Regulation S-K, Item 404.

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Shallcross had been performing services for us during 2022 for total compensation of less than $120,000.

On December 14, 2023, Ms.

Shallcross’ salary was increased to $152,000, earned a bonus of $70,000 and was granted 3,000 option to purchase Common Stock with a value of $30,000.

On December 13, 2024 the Audit Committee approved the compensation of MaryAnn Shallcross of $157,000, a bonus of $45,000.

On December 14, 2023, the Company approved the retention of MaryAnn Shallcross, the wife of Steven Shallcross, as Director of Clinical Operations, for compensation of $152,000, a bonus of $70,000 and the grant of an option to purchase 3,000 shares of Common Stock having a value of $30,000.

During the year ended December 31, 2023, the Company had $145,000 in compensation expense related to Mrs.

On December 13, 2024, the Company approved the compensation of MaryAnn Shallcross of $157,000, a bonus of $45,000 and on April 29, 2029, the Company approved grant of an option to purchase 25,000 shares of Common Stock having a value of $27,000.

During the year ended December 31, 2025, the Company had $202,000 in compensation expense, related to Ms.

Shallcross was one of the seven employees whose employment was terminated in connection with the Company’s workforce reduction announced on September 30, 2025.

We entered into a Separation Letter Agreement with Ms.

Shallcross pursuant to which she received payment of her base salary for three months until December 31, 2025, acceleration of all unvested outstanding equity awards that had been granted to her, and an extension of the exercise period of all of her outstanding options until December 31, 2026.

Director Independence

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Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act.

Under the rules of the NYSE American, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Under the rules of the NYSE American, a director will only qualify as an “independent director” if, in the opinion of that company’s

board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In order to be considered to be independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee:

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and A.G.P./Alliance Global Partners, as placement agent (Incorporated by reference to Exhibit 1.1 of the Registrant’s Current Report on Form 8-K Filed September 30, 2024, File No.

Placement Agency Agreement, dated as of May 7, 2025, by and between Theriva Biologics, Inc.

and A.G.P./Alliance Global Partners, as placement agent (Incorporated by reference to Exhibit 1.1 of the Registrant’s Current Report on Form 8-K filed May 8, 2025, File No.

Share Purchase Agreement by and among Theriva Biologics, Inc., VCN Biosciences, S.L.

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Specimen Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3 filed on July 3, 2013, File No.

Description of Securities of Theriva Biologics, Inc.

(Incorporated by reference to Exhibit 4.3 of the Registrant’s Annual Report Form 10-K filed on March 25, 2024, File No.

Form of Common Warrant (Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K Filed September 30, 2024, File No.

Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K Filed September 30, 2024, File No.

Form of Common Warrant (Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed May 8, 2025, File No.

Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed May 8, 2025, File No.

Form of New Warrant (Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed October 17, 2025, File No.

Description of Securities of Theriva Biologics, Inc.

2007 Stock Incentive Plan (Incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-8 filed January 18, 2008, File No.

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Collaboration Agreement to Conduct a Clinical Trial and Grant Operating License Agreement between Hospital Sant Joan Dee Deu and VCN Biosciences, S.L dated February 15, 2016 (Incorporated by reference to Exhibit 10.35 of the Registrant’s Annual Report on Form 10-K filed on March 16, 2022, File No.

Employment Agreement with Frank Tufaro dated March 22, 2022 (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on March 23, 2022, File No.

Employment Agreement with Mary Ann Shallcross dated April 8, 2022 (Incorporated by reference to Exhibit 10.26 of the Registrant’s Annual Report Form 10-K filed on March 25, 2024, File No.

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and Francis Tufaro, dated as of December 15, 2022 (Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on December 20, 2022, File No.

Form of Share Repurchase Agreement between Theriva Biologics, Inc.

and certain selling stockholders (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on December 23, 2022, File No.

Separation Agreement, dated as of May 8, 2023, between Theriva Biologics, Inc.

and Frank Tufaro (Incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2023, File No.

Consulting Agreement, dated as of May 10, 2023, between Theriva Biologics, Inc.

and Frank Tufaro (Incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2023, File No.

Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K Filed September 30, 2024, File No.

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and Steven A.

Shallcross, dated as of March 3, 2025 (1)

Insider Trading Policy (1)

Shallcross, dated as of March 3, 2025(Incorporated by reference to Exhibit 10.36 of the Registrant’s Annual Report on Form 10-K filed March 6, 2025, File No.

Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed May 8, 2025, File No.

Amendment No.

3 to the Theriva Biologics, Inc.

2020 Stock Incentive Plan (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed September 4, 2025, File No.

Form of Warrant Inducement Agreement (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed October 17, 2025, File No.

License Agreement between Theriva Biologics, Inc.

and Rasayana Therapeutics, Inc., dated as of February 17, 2026 (1)

Insider Trading Policy (Incorporated by reference to Exhibit 19.1 of the Registrant’s Annual Report on Form 10-K filed March 6, 2025, File No.

List of Subsidiaries (Incorporated by reference to Exhibit 21.1 of the Registrant’s Annual Report on Form 10-K Filed March 25, 2024, File No.

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Certification of Steven A.

Shallcross, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a) (1)

Certification of Steven A.

Shallcross, Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) (1)

Certification of Steven A.

Shallcross, Chief Executive Officer pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002 (1)

Shallcross, Chief Executive Officer and Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a) (1)

Certification of Steven A.

Shallcross, Chief Financial Officer pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002 (1)

Shallcross, Chief Executive Officer and Chief Financial Officer pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002 (1)

Clawback Policy (Incorporated by reference to Exhibit 97.1 of the Registrant’s Annual Report on Form 10-K Filed March 25, 2024, File No.

Inline XBRL Instance Document (1)

Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document (1)

Inline XBRL Taxonomy Extension Schema Document (1)

6 unchanged sentences

Management contract or compensatory plan or arrangement required to be identified pursuant to Item 15(a)(3) of this report.

The Company the submitted certain portions of these agreements in accordance with Item 601 (b)(10) of Regulation S-K.

The Company omitted certain portions of these agreements in accordance with Item 601 (b)(10) of Regulation S-K.

The Company agrees to furnish unredacted copies of these exhibits to the SEC upon request.

21 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures