Material Agreement - Form 8-K

On May 2, 2024, Theriva Biologics, Inc. (the "Company") and A.G.P./Alliance Global Partners entered into Amendment No. 2 ("Amendment No. 2") to that certain Amended and Restated Sales Agreement dated as of February 9, 2021, as amended by Amendment No. 1 thereto dated May 3, 2021 (the "Sales Agreement"), pursuant to which the Company may offer and sell, from time to time, at its option, shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), through A.G.P./Alliance Global Partners, as sales agent, in an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the "Securities Act"). Sales in the "at the market offering" may occur under the Company's current effective registration statement on Form S-3 (File No. 333-255726) utilizing a prior prospectus and related prospectus supplements thereto or a newly filed registration statement on Form S-3 once it has been declared effective under the Securities Act.

The description of the Sales Agreement, including Amendment No. 1 thereto and Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, Amendment No. 1 and Amendment No. 2, copies of which are included herewith as Exhibits 10.1. 10.2 and 10.3, and are incorporated herein by reference.

In addition, on May 1, 2024, the Company and B. Riley Securities, Inc. mutually agreed to enter into into a notice of termination whereby B. Riley Securities, Inc. would no longer be a party to the Sales Agreement.