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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Hillstream BioPharma Inc
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| May 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41210 CANTON STRATEGIC HOLDING |
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| March 31, 2026 |
CANTON STRATEGIC HOLDINGS, INC. INSIDER TRADING POLICY Exhibit 19.1 CANTON STRATEGIC HOLDINGS, INC. INSIDER TRADING POLICY Section 1. All Employees, Officers, Directors and their Family Members and Affiliates Are Subject to this Policy. This Insider Trading Policy (“Policy”) applies to all employees, directors, officers and consultants (each a “Covered Party”) of Canton Strategic Holdings, Inc., a Delaware corporation (the “Company”), their family mem |
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| March 31, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 31, 2026 CANTON STRATEGIC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Comm |
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| March 31, 2026 |
Exhibit 99.1 Canton Strategic Holdings Reports Full Year 2025 Financial and Operational Results First Annual Report Since Establishing Canton Network Digital Asset Strategy Highlights Accelerating Network Momentum and Strengthened Capital Position NEW YORK, March 31, 2026 — Canton Strategic Holdings, Inc. (NASDAQ: CNTN) (“Canton Strategic Holdings” or the “Company”), the first publicly traded comp |
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| March 31, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41210 CANTON STRATEGIC HOLDINGS, IN |
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| March 11, 2026 |
As filed with the Securities and Exchange Commission on March 11, 2026 As filed with the Securities and Exchange Commission on March 11, 2026 Registration No. |
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| March 11, 2026 |
Table 1: Newly Registered Securities Calculation of Filing Fee Tables S-8 Canton Strategic Holdings, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, par value $0.0001 per share Other 7,000,000 $ 4.45 $ 31,150,000.00 0.0001381 $ 4,301.81 |
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| March 3, 2026 |
Exhibit 99.1 Canton Strategic Holdings, Inc. Chairman and CEO Mark Wendland Elected to Canton Foundation Board Appointment Underscores Canton Strategic Holdings’ Leadership Role in Accelerating Institutional Adoption of the Canton Network NEW YORK, March 3, 2026 — Canton Strategic Holdings, Inc., (NASDAQ: CNTN) (“Canton Strategic Holdings” or the “Company”) the first publicly traded company to lev |
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| March 3, 2026 |
Up to $300,000,000 Common Stock Filed Pursuant to Rule 424(b)(5) Registration Statement No.: 333-292648 PROSPECTUS SUPPLEMENT (To Prospectus dated January 16, 2026) Up to $300,000,000 Common Stock We have entered into an amended and restated sales agreement (the “Sales Agreement”) with Clear Street LLC (“Clear Street”) and Virtu Americas LLC (“Virtu” and together with Clear Street, the “Sales Agents”), dated as of March 3, 2026, |
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| March 3, 2026 |
Canton Strategic Holdings, INC. AMENDED AND RESTATED SALES AGREEMENT Exhibit 1.1 Canton Strategic Holdings, INC. AMENDED AND RESTATED SALES AGREEMENT March 3, 2026 Clear Street LLC Virtu Americas LLC As Sales Agents Clear Street LLC 4 World Trade Center, 45th Floor New York, New York 10006 Virtu Americas LLC 1633 Broadway New York, New York 10019 Ladies and Gentlemen: WHEREAS, Canton Strategic Holdings, Inc., a Delaware corporation (the “Company”) entered into a Sa |
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| March 3, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 3, 2026 CANTON STRATEGIC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commi |
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| March 3, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 3, 2026 CANTON STRATEGIC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commi |
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| February 18, 2026 |
Exhibit 3.1 |
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| February 18, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 18, 2026 Canton Strategic Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (C |
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| February 18, 2026 |
Exhibit 99.1 CONFIDENTIAL DRAFT Tharimmune, Inc. Announces Corporate Rebrand to Canton Strategic Holdings, Inc., Marking Milestone in Canton Network Digital Asset Treasury Strategy New NASDAQ Ticker Symbol “CNTN” to Begin Trading February 18, 2026 Company Positioned to Support Institutional Adoption of First Privacy-Enabled Public Blockchain Processing $9 Trillion in Monthly Transaction Volume NEW |
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| February 18, 2026 |
AMENDED AND RESTATED CANTON STRATEGIC HOLDINGS, INC. ARTICLE I CORPORATE OFFICES Exhibit 3.2 Effective February 18, 2026 AMENDED AND RESTATED BYLAWS OF CANTON STRATEGIC HOLDINGS, INC. ARTICLE I CORPORATE OFFICES 1.1 Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Lewes, county of Sussex, Delaware. The name of the registered agent of the corporation at such location is Harvard Business Services, Inc. 1.2 Other Offices |
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| February 6, 2026 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made as of February 5, 2026 and is entered into by and between Tharimmune, Inc. (the “Company”) and Angela Radkowski (“Employee”) (collectively with the Company, the “Parties”; each of the Parties referred to individually as a “Party”). WHEREAS, the Company desires to employ Employee in accordance with the terms and |
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| February 6, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 5, 2026 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File N |
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| February 6, 2026 |
Exhibit 99.1 Tharimmune, Inc. Appoints Mark Wendland Chairman of the Board and Names Angela Radkowski Chief Operating Officer Leadership Expansion Supports Execution of Canton Network Infrastructure Strategy Former DRW and Citadel Leader Joins as COO to Drive Institutional Platform Expansion NEW YORK, February 6, 2026 — Tharimmune, Inc. (NASDAQ: THAR) (“Tharimmune” or the “Company”), the first pub |
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| February 2, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 30, 2026 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File N |
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| February 2, 2026 |
Exhibit 99.1 Tharimmune Elects Jill Sommers and William Wiley to Board of Directors New Directors Strengthen Governance as Company Advances Canton Network Infrastructure Former CFTC Commissioner Jill Sommers Brings Decades of Regulatory and Public Policy Experience DRW Chief of Staff William Wiley, CFA, Adds Extensive Leadership Experience Across Capital Markets and Global Operations NEW YORK, Feb |
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| January 27, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ 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)) ☐ Defin |
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| January 26, 2026 |
Exhibit 99.1 Tharimmune Announces Expanded Role as Super Validator on Canton Network Advances Digital Asset Treasury Strategy Through Contributions to Canton Network NEW YORK, January 26, 2026 — Tharimmune, Inc. (NASDAQ: THAR) (“Tharimmune” or the “Company”), the first publicly traded company to leverage Canton Coin (“CC”) to support the Canton Network’s ability to digitize traditional financial m |
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| January 26, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 26, 2026 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File N |
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| January 22, 2026 |
FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT THARIMMUNE, INC. Exhibit 4.1 FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT THARIMMUNE, INC. Warrant Shares: Issuance Date: THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Init |
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| January 22, 2026 |
Tharimmune, Inc. Announces Closing of $55 Million Underwritten Registered Direct Offering Exhibit 99.1 Tharimmune, Inc. Announces Closing of $55 Million Underwritten Registered Direct Offering NEW YORK, January 22, 2026 — Tharimmune, Inc. (NASDAQ: THAR), the first publicly traded company to leverage Canton Coin to support the Canton Network’s ability to digitize traditional financial markets, today announced the closing of its previously announced underwritten registered direct offerin |
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| January 22, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 20, 2026 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File N |
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| January 22, 2026 |
Exhibit 1.1 1,800,000 Common Shares 17,000,000 Pre-Funded Warrants to Purchase Common Shares THARIMMUNE, INC. Common Stock, par value $0.0001 per share Pre-Funded Warrants to Purchase Common Stock, par value $0.0001 per share UNDERWRITING AGREEMENT January 20, 2026 Clear Street LLC 4 World Trade Center New York, New York 10006 Ladies and Gentlemen: 1. Introductory. Tharimmune, Inc., a Delaware cor |
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| January 20, 2026 |
1,800,000 Common Stock 17,000,000 Pre-Funded Warrants to Purchase Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration Statement No.: 333-292648 PROSPECTUS SUPPLEMENT (To Prospectus dated January 16, 2026) 1,800,000 Common Stock 17,000,000 Pre-Funded Warrants to Purchase Shares of Common Stock We are offering (i) 1,800,000 shares (the “Shares”) of our common stock, par value $0.0001 per share (the “Common Stock”) at an offering price of $2.92 per Share and (ii) pre-fun |
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| January 20, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 20, 2026 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File N |
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| January 20, 2026 |
Tharimmune, Inc. Announces Pricing of $55 Million Underwritten Registered Offering Exhibit 99.1 Tharimmune, Inc. Announces Pricing of $55 Million Underwritten Registered Offering NEW YORK, January 20, 2026 — Tharimmune, Inc. (NASDAQ: THAR), the first publicly traded company to leverage Canton Coin to support the Canton Network’s ability to digitize traditional financial markets, today announced the pricing of a $55 million registered offering. Tharimmune, Inc. operates a differe |
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| January 16, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ 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)) ☒ Defin |
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| January 15, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 9, 2026 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Nu |
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| January 9, 2026 |
As filed with the U.S. Securities and Exchange Commission on January 9, 2026 As filed with the U.S. Securities and Exchange Commission on January 9, 2026 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 84-2642541 (State or other jurisdiction (I.R.S. Employer of incorporation or organi |
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| January 9, 2026 |
THARIMMUNE, INC. Dated as of SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE(1) Exhibit 4.4 THARIMMUNE, INC. and Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b) Inap |
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| January 9, 2026 |
THARIMMUNE, INC. Dated as of SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE(1) Exhibit 4.3 THARIMMUNE, INC. and Trustee INDENTURE Dated as of SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b) Inapplicab |
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| January 9, 2026 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Tharimmune, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock Rule 457(o) Equity P |
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| January 6, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ 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)) ☐ Defi |
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| January 6, 2026 |
Exhibit 99.1 |
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| December 18, 2025 |
Up to 176,934,358 Shares of Common Stock Registration No. 333-291975 Up to 176,934,358 Shares of Common Stock The selling stockholders identified herein, or their permitted transferees (the “Selling Stockholders”) named in this prospectus may use this prospectus to offer and resell from time to time up to 176,934,358 shares of our common stock, par value $0.0001 per share (“common stock”), which are comprised of (i) 25,315,642 shares (th |
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| December 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ 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)) ☐ Defin |
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| December 12, 2025 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made as of December 10, 2025 and is entered into by and between Tharimmune, Inc. (the “Company”) and Jacob Asbury (“Employee”) (collectively with the Company, the “Parties”; each of the Parties referred to individually as a “Party”). WHEREAS, the Company desires to employ Employee in accordance with the terms and con |
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| December 12, 2025 |
Tharimmune, Inc. Appoints Jacob Asbury as Chief Financial Officer to Advance Canton Coin Treasury Strategy Former Clear Street Group CFO Strengthens Leadership Team Alongside Industry Veterans Mark Wendland and Mark Toomey NEW YORK, December 12, 2025 — Tharimmune, Inc. (NASDAQ: THAR) (“Tharimmune” or the “Company”), the first publicly traded company to leverage Canton Coin (“CC”) to support the Ca |
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| December 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 10, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File |
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| December 5, 2025 |
As filed with the U.S. Securities and Exchange Commission on December 5, 2025 As filed with the U.S. Securities and Exchange Commission on December 5, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 84-2642541 (State or other jurisdiction of (I.R.S. Employer incorporation or organ |
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| December 5, 2025 |
FORM OF ADVISORY RESTRICTED STOCK UNITS Exhibit 4.13 THIS INSTRUMENT CANNOT BE TRANSFERRED. NEITHER THIS INSTRUMENT NOR THE SECURITIES WHICH ARE ISSUABLE HEREUNDER HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT |
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| December 5, 2025 |
Prospectus Supplement Filed Pursuant to Rule 424(b)(3) Registration File No. 333-270684 Up to $64,910,161 Common Stock PROSPECTUS SUPPLEMENT NO. 2 December 5, 2025 (To Prospectus dated November 6, 2025) This Prospectus Supplement No. 2, dated December 5, 2025 (“Supplement No. 2”) filed by Tharimmune, Inc. (the “Company”) modified and supplements certain information in the Company’s prospectus, dat |
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| December 5, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Tharimmune, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock (i |
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| November 24, 2025 |
Tharimmune, Inc. 34 Shrewsbury Avenue Red Bank, NJ 07701 Tharimmune, Inc. 34 Shrewsbury Avenue Red Bank, NJ 07701 November 24, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Doris Gama Re: Tharimmune, Inc. Registration Statement on Form S-3 File No. 333-290940 Filed October 17, 2025 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Reg |
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| November 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41210 THARIMMUNE, INC. (Ex |
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| November 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 7, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File N |
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| November 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 6, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File N |
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| November 7, 2025 |
Up to $64,910,161 Common Stock Filed Pursuant to Rule 424(b)(5) Registration Statement No.: 333-270684 PROSPECTUS SUPPLEMENT (To Prospectus dated March 24, 2023) Up to $64,910,161 Common Stock We have entered into a Sales Agreement, dated November 6, 2025 (the “Sales Agreement”), with Clear Street LLC (“Clear Street”) and President Street Global, LLC (“President Street” and together with Clear Street, the “Sales Agents”), relat |
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| November 7, 2025 |
THARIMMUNE, INC. SALES AGREEMENT Exhibit 1.1 THARIMMUNE, INC. SALES AGREEMENT November 6, 2025 Clear Street LLC President Global Securities, LLC As Sales Agents Clear Street LLC 4 World Trade Center, 45th Floor New York, New York 10006 President Street Global, LLC 34 Shrewsbury Ave. Red Bank, New Jersey 07701 Ladies and Gentlemen: Tharimmune, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) |
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| November 7, 2025 |
Exhibit 99.1 Tharimmune, Inc. Closes $545 Million Private Placement to Establish Canton Coin Treasury Strategy Led by DRW and Liberty City Ventures, Transaction Cements Tharimmune as First Public Company to Deliver Canton-Aligned DAT Strategy Net Proceeds Support Acquisition of Canton Coin and Active Network Participation via Validator Infrastructure and Application Development NEW YORK, November |
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| November 6, 2025 |
THARIMMUNE, INC. INDEMNIFICATION AGREEMENT Exhibit 10.5 THARIMMUNE, INC. INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (“Agreement”) is made as of [ ], 2025 by and between Tharimmune, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. RECITALS WHEREAS, highly |
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| November 6, 2025 |
Exhibit 10.6 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made as of November , 2025 and is entered into by and between Tharimmune, Inc. (the “Company”) and Mark Wendland (“Employee”) (collectively with the Company, the “Parties”; each of the Parties referred to individually as a “Party”). WHEREAS, the Company desires to employ Employee in accordance with the terms and cond |
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| November 6, 2025 |
Exhibit 10.7 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made as of November , 2025 and is entered into by and between Tharimmune, Inc. (the “Company”) and Mark Toomey (“Employee”) (collectively with the Company, the “Parties”; each of the Parties referred to individually as a “Party”). WHEREAS, the Company desires to employ Employee in accordance with the terms and condit |
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| November 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 3, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File N |
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| November 5, 2025 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on November 3, 2025, by and among Tharimmune, Inc., a Delaware corporation (the “Issuer”), and the undersigned investors (collectively, the “Subscribers” and each a “Subscriber”). This Subscription Agreement may be executed by an investment manager on behalf of one or more managed funds |
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| November 5, 2025 |
PRE-FUNDED COMMON STOCK PURCHASE WARRANT THARIMMUNE, INC. Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| November 5, 2025 |
Exhibit 99.1 |
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| November 5, 2025 |
Exhibit 10.4 STRATEGIC ADVISORY AGREEMENT This Strategic Advisory Agreement (this “Agreement”) is entered into as of [●] 2025 (the “Effective Date”) by and between Tharimmune, Inc. (the “Company”), and DRW Canton Investments LLC, as the lead advisor (the “Lead Advisor” and together with the Company, being the “Parties” and each, a “Party”) on behalf of itself and such other advisors as the Lead Ad |
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| November 5, 2025 |
Exhibit 10.3 LOCK-UP AGREEMENT Tharimmune, Inc. 34 Shrewsbury Ave, Suite 1C Red Bank, NJ 07701 This agreement (this “Lock-Up Agreement”) is being delivered to you in connection with the proposed private placement offering of (i) shares of common stock, par value $0.0001 per share (the “Common Stock”) of Tharimmune, Inc., a Delaware corporation (the “Company”), and/or (ii) pre-funded warrants (the |
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| November 5, 2025 |
Exhibit 10.2 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on November 3, 2025, by and among Tharimmune, Inc., a Delaware corporation (the “Issuer”), and the undersigned investors (collectively, the “Subscribers” and each a “Subscriber”). This Subscription Agreement may be executed by an investment manager on behalf of one or more managed funds |
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| November 5, 2025 |
FORM OF STRATEGIC ADVISORY WARRANT Exhibit 4.3 THIS INSTRUMENT CANNOT BE TRANSFERRED. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD |
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| November 5, 2025 |
PRE-FUNDED COMMON STOCK PURCHASE WARRANT THARIMMUNE, INC. Exhibit 4.2 THIS INSTRUMENT CANNOT BE TRANSFERRED. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD |
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| November 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 3, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File N |
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| November 3, 2025 |
Exhibit 99.1 Tharimmune, Inc. Announces Private Placement of Approximately $540 Million Led by DRW and Liberty City Ventures to Establish Canton Coin Treasury Strategy ● Other Participants Include ARK Invest, Bitwave, Broadridge, Clear Street, Copper, Digital Asset, Feynman Point Asset Management, Five North, Kaiko, Kenetic, Kraken, LendOS, Lukka, Nima Capital, MPCH, Obsidian Software, Polychain C |
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| November 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 3, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File N |
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| October 17, 2025 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) THARIMMUNE, INC. |
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| October 17, 2025 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-8 (Form Type) THARIMMUNE, INC. |
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| October 17, 2025 |
As filed with the U.S. Securities and Exchange Commission on October 17, 2025 As filed with the U.S. Securities and Exchange Commission on October 17, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 84-2642541 (State or other jurisdiction of (I.R.S. Employer incorporation or organ |
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| October 17, 2025 |
As filed with the Securities and Exchange Commission on October 17, 2025 As filed with the Securities and Exchange Commission on October 17, 2025 Registration No. |
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| October 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 10, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File N |
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| October 10, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT to the CERTIFICATE OF INCORPORATION of THARIMMUNE, INC. (Pursuant to Sections 242 of the General Corporation Law of the State of Delaware) THARIMMUNE, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows: FIRST: The name of the Corporation is Tharimmune, Inc. Th |
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| October 9, 2025 |
FIRST AMENDMENT THARIMMUNE INC. AMENDED AND RESTATED 2023 OMNIBUS EQUITY INCENTIVE PLAN Exhibit 10.1 FIRST AMENDMENT TO THARIMMUNE INC. AMENDED AND RESTATED 2023 OMNIBUS EQUITY INCENTIVE PLAN This FIRST AMENDMENT TO THARIMMUNE, INC. AMENDED AND RESTATED 2023 OMNIBUS EQUITY INCENTIVE PLAN (this “Amendment”) of the Tharimmune, Inc. Amended and Restated 2023 Omnibus Equity Incentive Plan (the “Plan”) is made as of the 25th day of August, 2025, by the Board of Directors (the “Board”) of |
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| October 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 9, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction (Commission (I. R. S. Employer of inc |
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| October 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 1, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Nu |
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| October 6, 2025 |
Prospectus Supplement Filed Pursuant to Rule 424(b)(3) Registration File No. 333-288518 4,222,948 Shares of Common Stock PROSPECTUS SUPPLEMENT NO. 1 OCTOBER 6, 2025 (To Prospectus dated July 9, 2025) This Prospectus Supplement No. 1, dated October 6, 2025 (“Supplement No. 1”) filed by Tharimmune, Inc. (the “Company”) modified and supplements certain information in the Company’s prospectus, dated J |
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| October 6, 2025 |
Prospectus Supplement Filed Pursuant to Rule 424(b)(3) Registration File No. 333-289869 2,463,601 Shares of Common Stock PROSPECTUS SUPPLEMENT NO. 1 OCTOBER 6, 2025 (To Prospectus dated September 4, 2025) This Prospectus Supplement No. 1, dated October 6, 2025 (“Supplement No. 1”) filed by Tharimmune, Inc. (the “Company”) modified and supplements certain information in the Company’s prospectus, da |
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| September 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ 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)) ☒ Definitive Proxy State |
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| September 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 2, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File |
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| September 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ 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)) ☐ Definitive Proxy State |
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| September 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 5, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File |
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| September 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 5, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File |
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| September 5, 2025 |
THARIMMUNE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS Exhibit 99.1 THARIMMUNE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS August 31, 2025 (Unaudited) ASSETS Current assets Cash and cash equivalents $ 8,782,667 Prepaid expenses and other current assets 151,591 Deferred offering costs 92,168 Total current assets 9,026,426 Total assets $ 9,026,426 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities Accounts payable $ 870,296 Accrued expen |
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| September 4, 2025 |
X0101 EFFECT 33 LIVE 2025-09-04 17:00:00 S-3 0001861657 Tharimmune, Inc. 333-289869 |
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| September 3, 2025 |
As filed with the U.S. Securities and Exchange Commission on September 3, 2025 As filed with the U.S. Securities and Exchange Commission on September 3, 2025 Registration No. 333-289869 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 84-2642541 (State or other jurisdiction of (I.R.S. Emplo |
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| September 3, 2025 |
Tharimmune, Inc. 34 Shrewsbury Avenue Red Bank, NJ 07701 Tharimmune, Inc. 34 Shrewsbury Avenue Red Bank, NJ 07701 September 3, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Tharimmune, Inc. Registration Statement on Form S-3, File No. 333-289869 Filed August 26, 2025 REQUEST FOR ACCELERATION OF EFFECTIVENESS Requested Date: September 4, 2025 Requested Time: 5:00 p.m., E |
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| September 2, 2025 |
September 2, 2025 Sireesh Appajosyula Chief Executive Officer Tharimmune, Inc. 34 Shrewsbury Avenue Red Bank, NJ 07701 Re: Tharimmune, Inc. Registration Statement on Form S-3 Filed August 26, 2025 File No. 333-289869 Dear Sireesh Appajosyula: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acc |
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| August 27, 2025 |
Filed Pursuant to Rule 424(b)(5) Registration Statement No.: 333-270684 PROSPECTUS SUPPLEMENT (To Prospectus dated March 24, 2023) 205,777 Shares of Common Stock 983,111 Pre-Funded Warrants to Purchase 983,111 Shares of Common Stock Tharimmune, Inc. Pursuant to this prospectus supplement and the accompanying prospectus, we are offering in a registered direct offering to certain purchasers 205,777 |
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| August 26, 2025 |
PRE-FUNDED COMMON STOCK PURCHASE WARRANT THARIMMUNE, INC. Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT THARIMMUNE, INC. Warrant Shares: Issuance Date: THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exer |
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| August 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 26, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File |
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| August 26, 2025 |
As filed with the U.S. Securities and Exchange Commission on August 26, 2025 As filed with the U.S. Securities and Exchange Commission on August 26, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 84-2642541 (State or other jurisdiction of (I.R.S. Employer incorporation or organi |
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| August 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 26, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Nu |
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| August 26, 2025 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) THARIMMUNE, INC. |
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| August 26, 2025 |
Exhibit 10.2 August 26, 2025 Tharimmune, Inc. 34 Shrewsbury Avenue Suite 1C Red Bank, NJ 07701 Dear Mr. Sireesh Appajosyula, This agreement (the “Agreement”) constitutes the agreement between and among Tharimmune, Inc., a Delaware corporation (the “Company”), President Street Global, LLC (“President Street”) and RF Lafferty & Co., Inc. (“RF Lafferty” and together with President Street, the “Placem |
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| August 26, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 26, 2025, between Tharimmune, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set f |
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| August 14, 2025 |
Exhibit 10.1 CONFIDENTIAL CONFIDENTIAL SETTLEMENT AGREEMENT AND COMPLETE RELEASE OF ALL CLAIMS This CONFIDENTIAL SETTLEMENT AND GENERAL RELEASE AGREEMENT (the “Agreement”) is entered into by and between Randy Milby (“Executive”) and Tharimmune, Inc. (the “Company”) and collectively, the “Parties.” RECITALS A. Executive and the Company entered into an Amended and Restated Milby Employment Agreement |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41210 THARIMMUNE, INC. (Exact n |
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| August 14, 2025 |
Employment Agreement by and between the Company and Vincent LoPriore dated June 11, 2025 Exhibit 10.4 LOPRIORE (V) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of June 11, 2025 (the “Effective Date”) by and between Tharimmune Inc., a Delaware corporation with principal executive offices at 1200 Route 22 EastBridgewayer, New Jersey 08807 (“Company”), and Vincent Lopriore, residing at 21 Bruce Road Red Bank,NJ 07701 (“Executive”). Each of Company and Exec |
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| August 14, 2025 |
Exhibit 10.2 AMENDED AND RESTATED APPAJOSYULA EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of June 11, 2025 (the “Effective Date”) by and between Tharimmune Inc., a Delaware corporation with principal executive offices at 1200 Route 22 EastBridgewayer, New Jersey 08807 (“Company”), and Sireesh Appajosyula, residing at 2 Linden Court, Holmdel, NJ 07733 (“Executive”). |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 4, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Num |
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| August 7, 2025 |
Exhibit 99.1 Nancy Davis, Visionary Philanthropist and Founder of Race to Erase MS and Cure Addiction Now Appointed to the Tharimmune Board of Directors RED BANK, NJ / ACCESS Newswire / August 5, 2025 / Tharimmune, Inc. (NASDAQ:THAR), (“Tharimmune” or the “Company), a clinical-stage biotechnology company dedicated to developing innovative therapeutic candidates for inflammation, immunology, and cr |
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| July 31, 2025 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| July 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 25, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Numb |
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| July 31, 2025 |
Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 25, 2025, between Tharimmune, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set fo |
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| July 31, 2025 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| July 28, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 23, 2025, between Tharimmune, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set for |
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| July 28, 2025 |
Exhibit 99.1 Tharimmune Announces Pricing of $1.74 Million Registered Direct Public Offering of Common Stock and Warrants RED BANK, NJ / ACCESS Newswire / July 23, 2025 / Tharimmune, Inc. (the “Company” and “Tharimmune”) (Nasdaq Capital Market:THAR), a clinical-stage biotechnology company committed to pioneering therapies in immunology and inflammation, today announced the pricing of a registered |
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| July 28, 2025 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| July 28, 2025 |
Filed Pursuant to Rule 424(b)(5) Registration Statement No.: 333-270684 DATED JULY 23, 2025 PROSPECTUS SUPPLEMENT (To Prospectus dated March 24, 2023) 974,241 Shares of Common Stock and/or Prefunded Warrants Tharimmune, Inc. Pursuant to this prospectus supplement and the accompanying prospectus, we are offering in a registered direct offering to certain purchasers 974,241 units (the “Units”), with |
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| July 28, 2025 |
Exhibit 10.2 July 23, 2025 Tharimmune, Inc. 34 Shrewsbury Avenue Suite 1C Red Bank, NJ 07701 Dear Mr. Sireesh Appajosyula, This agreement (the “Agreement”) constitutes the agreement between Tharimmune, Inc., a Delaware corporation (the “Company”), and President Street Global, LLC (“President Street” or the “Placement Agent”), that President Street shall serve as the exclusive lead placement agent |
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| July 28, 2025 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| July 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2025 THARIMMUNE, INC. (Exact name of Registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File |
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| July 25, 2025 |
SUBJECT TO COMPLETION, DATED JULY 23, 2025 Filed Pursuant to Rule 424(b)(5) Registration Statement No.: 333-270684 The information contained in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not a solicitation of an offer to buy these securities in any jurisdict |
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| July 11, 2025 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-8 (Form Type) THARIMMUNE, INC. |
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| July 11, 2025 |
As filed with the Securities and Exchange Commission on July 11, 2025 As filed with the Securities and Exchange Commission on July 11, 2025 Registration No. |
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| July 8, 2025 |
July 8, 2025 Sireesh Appajosyula Chief Executive Officer Tharimmune, Inc. 34 Shrewsbury Avenue Red Bank, NJ 07701 Re: Tharimmune, Inc. Registration Statement on Form S-3 Filed July 3, 2025 File No. 333-288518 Dear Sireesh Appajosyula: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleratio |
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| July 8, 2025 |
Tharimmune, Inc. 34 Shrewsbury Avenue Red Bank, NJ 07701 Tharimmune, Inc. 34 Shrewsbury Avenue Red Bank, NJ 07701 July 8, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Daniel Crawford Re: Tharimmune, Inc. Registration Statement on Form S-3 File No. 333-288518 Filed July 3, 2025 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulat |
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| July 3, 2025 |
As filed with the U.S. Securities and Exchange Commission on July 3, 2025 As filed with the U.S. Securities and Exchange Commission on July 3, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 84-2642541 (State or other jurisdiction of (I.R.S. Employer incorporation or organizat |
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| July 3, 2025 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) THARIMMUNE, INC. |
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| June 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 22, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Numb |
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| June 20, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 13, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Numb |
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| June 20, 2025 |
Exhibit 4.3 FORM OF SERIES B COMMON WARRANT NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT |
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| June 20, 2025 |
Exhibit 4.1 FORM OF PRE-FUNDED WARRANT NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU |
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| June 20, 2025 |
Exhibit 4.2 FORM OF SERIES A COMMON WARRANT NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT |
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| June 20, 2025 |
Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 13, 2025 (the “Effective Date”), between Tharimmune, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the term |
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| June 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 10, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Numb |
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| June 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 11, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Numb |
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| June 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 10, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41210 THARIMMUNE, INC. (Exact |
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| May 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 9, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Number |
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| May 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ 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)) ☐ Definitive Proxy State |
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| May 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41210 THARIMMUNE, INC. (Exact name |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ 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)) ☐ Definitive Proxy State |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ 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)) ☒ Definitive Proxy State |
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| April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 28, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Num |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 24, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Num |
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| April 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 9, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Numb |
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| April 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 1, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Numb |
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| March 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41210 THARIMMUNE, INC. (Exact name |
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| February 27, 2025 |
Consulting Agreement with Don Kim dated February 21, 2025 Exhibit 10.1 CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”) by and between Tharimmune, Inc. (“Client”) and Don Kim (“Consultant”) is effective as of February 21, 2025 (the “Effective Date”). RECITALS WHEREAS the parties desire for the Client to engage Consultant to perform the services described herein and for Consultant to provide such services on the terms and conditions descri |
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| February 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 21, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File |
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| December 30, 2024 |
1,442,167 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-283936 PROSPECTUS 1,442,167 Shares of Common Stock The selling stockholders named in this prospectus may use this prospectus to offer and resell from time to time up to 1,442,167 shares of our common stock, par value $0.0001 per share, which are comprised of (i) 470,289 shares (the “Shares”) of our common stock, par value $0.0001 issued in a pr |
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| December 23, 2024 |
December 23, 2024 Randy Milby Chief Executive Officer Tharimmune, Inc. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 Re: Tharimmune, Inc. Registration Statement on Form S-3 Filed December 19, 2024 File No. 333-283936 Dear Randy Milby: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acce |
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| December 23, 2024 |
Tharimmune, Inc. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 Tharimmune, Inc. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 December 23, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tim Buchmiller Re: Tharimmune, Inc. Registration Statement on Form S-3 File No. 333-283936 Filed December 19, 2024 Ladies and Gentlemen: Pursuant to Rule 461 of the Gen |
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| December 19, 2024 |
As filed with the U.S. Securities and Exchange Commission on December 19, 2024 As filed with the U.S. Securities and Exchange Commission on December 19, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 84-2642541 (State or other jurisdiction of (I.R.S. Employer incorporation or orga |
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| December 19, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) THARIMMUNE, INC. |
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| December 6, 2024 |
Tharimmune Announces $2.02 Million Private Placement to Advance Development Programs Exhibit 99.1 Tharimmune Announces $2.02 Million Private Placement to Advance Development Programs BRIDGEWATER, N.J. / ACCESSWIRE / December 6, 2024 – Tharimmune, Inc. (Nasdaq: THAR) (“Tharimmune” or the “Company”), a clinical-stage biotechnology company committed to pioneering therapies in immunology and inflammation, today announced it has entered into a securities purchase agreement to raise gro |
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| December 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 5, 2024 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File N |
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| December 6, 2024 |
Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 5, 2024 (the “Effective Date”), between Tharimmune, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the t |
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| December 6, 2024 |
Exhibit 4.2 FORM OF COMMON WARRANT NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT |
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| December 6, 2024 |
Exhibit 4.1 FORM OF PRE-FUNDED WARRANT NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU |
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| November 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 20, 2024 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File |
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| November 7, 2024 |
Exhibit 10.1 [*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type of information that the company treats as private or confidential. PATENT LICENSE AGREEMENT This Patent License Agreement (this “Agreement”) is entered into as of September 11, 2024 (the “Effective Date”) by and between Intract Pharma Limited, a company |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41210 THARIMMUNE, INC. (Ex |
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| September 30, 2024 |
Exhibit 99.2 FINAL Tharimmune Signs Nonbinding Letter of Intent to Merge with Intract Pharma to Create Transformative Oral Biologic Therapeutics Company - Business combination to form a best-in-class, transformative oral biologics company - Synergies between Tharimmune’s clinical-stage assets and Intract’s delivery platform to drive pipeline growth - Merger anticipated to close in 1Q25 BRIDGEWATER |
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| September 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 30, 2024 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File |
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| September 30, 2024 |
Exhibit 99.1 |
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| September 16, 2024 |
Exhibit 99.2 |
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| September 16, 2024 |
Exhibit 99.1 Tharimmune Acquires Global License and Partners with Intract Pharma to Develop an Oral Formulation of Infliximab BRIDGEWATER, N.J. and LONDON / ACCESSWIRE / September 16, 2024 – Tharimmune, Inc. (NASDAQ: THAR) (“Tharimmune” or the “Company”), a clinical-stage biotechnology company developing a portfolio of therapeutic candidates in inflammation and immunology, announced today that it |
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| September 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 11, 2024 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File |
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| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41210 THARIMMUNE, INC. (Exact n |
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| July 23, 2024 |
1,009,102 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-280814 PROSPECTUS 1,009,102 Shares of Common Stock The selling stockholders named in this prospectus may use this prospectus to offer and resell from time to time up to 1,009,102 shares of our common stock, par value $0.0001 per share, which are comprised of (i) 207,292 shares (the “Shares”) of our common stock, par value $0.0001 issued in a pr |
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| July 18, 2024 |
Tharimmune, Inc. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 Tharimmune, Inc. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 July 18, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tim Buchmiller Re: Tharimmune, Inc. Registration Statement on Form S-3 File No. 333- 280814 Filed July 15, 2024 Ladies and Gentlemen: Pursuant to Rule 461 of the General Ru |
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| July 17, 2024 |
July 17, 2024 Randy Milby Chief Executive Officer Tharimmune, Inc. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 Re: Tharimmune, Inc. Registration Statement on Form S-3 Filed July 15, 2024 File No. 333-280814 Dear Randy Milby: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration |
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| July 15, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) THARIMMUNE, INC. |
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| July 15, 2024 |
As filed with the U.S. Securities and Exchange Commission on July 15, 2024 As filed with the U.S. Securities and Exchange Commission on July 15, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 84-2642541 (State or other jurisdiction of (I.R.S. Employer incorporation or organiza |
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| June 20, 2024 |
Tharimmune Announces $2.08 Million Private Placement Exhibit 99.1 Tharimmune Announces $2.08 Million Private Placement BRIDGEWATER, N.J. / ACCESSWIRE / June 20, 2024 – Tharimmune, Inc. (Nasdaq: THAR) (“Tharimmune” or the “Company”), a clinical-stage biotechnology company developing a portfolio of therapeutic candidates for inflammation and immunology, developing lead candidate, TH104 for chronic pruritus in primary biliary cholangitis announced toda |
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| June 20, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 18, 2024 (the “Effective Date”), between Tharimmune, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the term |
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| June 20, 2024 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| June 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 18, 2024 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Numb |
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| June 20, 2024 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| June 12, 2024 |
As filed with the Securities and Exchange Commission on June 12, 2024 As filed with the Securities and Exchange Commission on June 12, 2024 Registration No. |
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| June 12, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-8 (Form Type) THARIMMUNE, INC. |
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| June 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 11, 2024 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Numb |
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| June 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 7, 2024 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| June 7, 2024 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-270684 PROSPECTUS SUPPLEMENT (To prospectus dated March 24, 2023) Up to $1,650,000 Common Stock We have entered into an at the market offering agreement (the “ATM Agreement”) with Rodman & Renshaw LLC (the “sales agent”) relating to the sale of shares of our common stock, $0.0001 par value per share, offered by this prospectus supplement and th |
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| June 7, 2024 |
ATM Agreement between the Company and Rodman & Renshaw dated June 7, 2024 Exhibit 1.1 AT THE MARKET OFFERING AGREEMENT June 7, 2024 Rodman & Renshaw LLC 600 Lexington Avenue, 32nd Floor New York, NY 10022 Ladies and Gentlemen: Tharimmune, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with Rodman & Renshaw LLC (the “Manager”) as follows: 1. Definitions. The terms that follow, when used in this Agreemen |
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| May 22, 2024 |
Tharimmune Announces 1-for-15 Reverse Stock Split Exhibit 99.1 Tharimmune Announces 1-for-15 Reverse Stock Split BRIDGEWATER, N.J., May 22, 2024 – Tharimmune, Inc. (Nasdaq: THAR) (“Tharimmune” or the “Company”), a clinical-stage biotechnology company developing a portfolio of therapeutic candidates for rare, inflammatory and oncologic conditions, announced today that it will effect a 1-for-15 reverse stock split of its issued and outstanding shar |
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| May 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 22, 2024 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| May 22, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT to the CERTIFICATE OF INCORPORATION of THARIMMUNE, INC. THARIMMUNE, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows: FIRST: The name of the Corporation is Tharimmune, Inc. The Certificate of Incorporation was filed with the Secretary of State of the State o |
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| May 14, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 14, 2024 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41210 THARIMMUNE, INC. (Exact |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ 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)) ☐ Definitive Proxy State |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41210 THARIMMUNE, INC. (Exact name of r |
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| March 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ 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)) ☒ Definitive Proxy State |
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| March 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ 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)) ☐ Definitive Proxy State |
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| March 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ 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)) ☐ Definitive Proxy State |
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| March 11, 2024 |
Amendment to the Bylaws of Tharimmune, Inc. Exhibit 3.1 AMENDMENT NO. 1 TO THE BYLAWS OF THARIMMUNE, INC. a Delaware Corporation Pursuant to the resolutions of the Board of Directors (the “Board”) of Tharimmune, Inc., a Delaware corporation (the “Corporation”) adopted on March 7, 2024 and in accordance with the authority provided to the directors pursuant to Article IX of the Company’s Bylaws (the “Bylaws”): 1. Article II, Section 2.6 of th |
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| March 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 7, 2024 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Numb |
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| February 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41210 THARIMMUNE, INC. (Exact name |
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| February 23, 2024 |
Tharimmune, Inc. Clawback Policy Exhibit 97.1 Tharimmune, Inc. CLAWBACK POLICY I. Purpose and Scope The Board of Directors (the “Board”) of the Company believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this Clawback |
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| February 14, 2024 |
US4327052001 / THARIMMUNE INC / TANG CAPITAL PARTNERS LP - AMENDMENT NO. 1 Passive Investment SC 13G/A 1 j117244sc13ga1.htm AMENDMENT NO. 1 Securities and Exchange Commission Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tharimmune, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 432705200 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the approp |
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| February 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 8, 2024 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File N |
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| December 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 12, 2023 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File |
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| December 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 8, 2023 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File |
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| December 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 8, 2023 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File N |
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| December 7, 2023 |
EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.0001 par value per share, of Tharimmune, Inc. and further agree to the filing of this a |
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| December 7, 2023 |
THAR / Tharimmune Inc / TANG CAPITAL PARTNERS LP Passive Investment Securities and Exchange Commission Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| December 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 6, 2023 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File N |
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| December 7, 2023 |
Exhibit 99.1 |
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| November 29, 2023 |
The date of this prospectus is November 27, 2023 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-275350 Prospectus 1,825,000 Shares of Common Stock 8,175,000 Pre-Funded Warrants to purchase up to 8,175,000 Shares of Common Stock Tharimmune, Inc. We are offering 1,825,000 shares of our common stock at a public offering price of $1.00 per share. We are also offering 8,175,000 pre-funded warrants (each a “Pre-funded Warrant”) to purchase up t |
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| November 27, 2023 |
Tharimmune, Inc. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 Tharimmune, Inc. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 November 27, 2023 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Daniel Crawford Re: Tharimmune, Inc. Registration Statement on Form S-1 File No. 333-275350 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of |
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| November 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 27, 2023 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File |
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| November 27, 2023 |
ThinkEquity LLC 17 State Street, 41st Floor New York, NY 10004 ThinkEquity LLC 17 State Street, 41st Floor New York, NY 10004 November 27, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| November 27, 2023 |
Exhibit 99.1 Tharimmune Reports Positive Phase 1 Data on TH104, its Lead Therapeutic Candidate, for Chronic Pruritis in Primary Biliary Cholangitis (PBC) Phase 1 ex-US trial achieved primary objective of predictable pharmacokinetic profiling with favorable safety and tolerability Company expects to engage FDA on Phase 2 trial design and expects topline data in 2024 for chronic pruritis First indic |
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| November 24, 2023 |
Tharimmune, Inc. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 Tharimmune, Inc. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 November 24, 2023 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Daniel Crawford Re: Tharimmune, Inc. Registration Statement on Form S-1 File No. 333-275350 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of |
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| November 24, 2023 |
ThinkEquity LLC 17 State Street, 41st Floor New York, NY 10004 ThinkEquity LLC 17 State Street, 41st Floor New York, NY 10004 November 24, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| November 17, 2023 |
Exhibit 3.1 |
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| November 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 17, 2023 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File |
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| November 17, 2023 |
Exhibit 4.4 FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT THARIMMUNE, INC. Warrant Shares: Issue Date: [], 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and u |
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| November 17, 2023 |
As filed with the Securities and Exchange Commission on November 17, 2023 As filed with the Securities and Exchange Commission on November 17, 2023 Registration Statement No. |
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| November 17, 2023 |
Form of Underwriting Agreement Exhibit 1.1 UNDERWRITING AGREEMENT between THARIMMUNE, INC. and THINKEQUITY LLC as Representative of the Several Underwriters THARIMMUNE, INC. UNDERWRITING AGREEMENT New York, New York [], 2023 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Floor New York, NY 10004 Ladies and Gentlemen: The undersigned, Tharimmune, Inc. (form |
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| November 17, 2023 |
Form of Representative’s Warrant Exhibit 4.3 FORM OF REPRESENTATIVE’S WARRANT AGREEMENT Tharimmune, Inc. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF |
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| November 17, 2023 | ||
| November 17, 2023 |
Tharimmune Announces 1-for-25 Reverse Stock Split Exhibit 99.1 Tharimmune Announces 1-for-25 Reverse Stock Split BRIDGEWATER, N.J., November 17, 2023 (GLOBE NEWSWIRE) –Tharimmune, Inc. (Nasdaq: THAR) (“Tharimmune” or the “Company”), a clinical-stage biotechnology company developing a portfolio of therapeutic candidates for rare, inflammatory, and oncologic conditions announced today that it will effect a 1-for-25 reverse stock split of its issued |
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| November 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 10, 2023 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File |
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| November 10, 2023 |
United States securities and exchange commission logo November 9, 2023 Randy Milby Chief Executive Officer Tharimmune, Inc. |
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| November 7, 2023 |
THARIMMUNE, INC. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 THARIMMUNE, INC. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 November 7, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Delaying Amendment for Tharimmune, Inc. Registration Statement on Form S-1 (File No. 333-275350) Ladies and Gentlemen: Reference is made to the Registration Statement on Form S-1 |
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| November 7, 2023 |
Exhibit 10.1 [*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type of information that the company treats as private or confidential. PATENT LICENSE AGREEMENT THIS PATENT LICENSE AGREEMENT (this “Agreement”) is entered into as of the 3rd day of November, 2023, (the “Effective Date”) by and between Avior Inc. dba Avior B |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41210 THARIMMUNE, INC. |
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| November 7, 2023 |
Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 3, 2023 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction (Commission (I. R. S. Employer of in |
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| November 7, 2023 |
Exhibit 99.1 Tharimmune Executes Exclusive Global Licensing Agreement for Innovative Clinical Stage Asset for Chronic Pruritis Expects completion and topline data of a Phase 2 clinical trial in chronic pruritis over approximately 12 months after aligning with FDA on trial design Seeking first approval in an orphan disease, PBC, for the treatment of chronic pruritis in which more than 70% of patien |
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| November 7, 2023 |
THARIMMUNE, INC. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 THARIMMUNE, INC. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 November 7, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Delaying Amendment for Tharimmune, Inc. Registration Statement on Form S-1 (File No. 333-275350) Ladies and Gentlemen: Reference is made to the Registration Statement on Form S-1 |
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| November 6, 2023 |
As filed with the Securities and Exchange Commission on November 6, 2023 As filed with the Securities and Exchange Commission on November 6, 2023 Registration Statement No. |
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| November 6, 2023 |
Exhibit 10.7 [*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type of information that the company treats as private or confidential. PATENT LICENSE AGREEMENT THIS PATENT LICENSE AGREEMENT (this “Agreement”) is entered into as of the 3rd day of November, 2023, (the “Effective Date”) by and between Avior Inc. dba Avior B |
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| November 6, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) THARIMMUNE, INC. |
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| November 2, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-8 (Form Type) THARIMMUNE, INC. |
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| November 2, 2023 |
Exhibit 10.1 THARIMMUNE, INC. 2023 OMNIBUS EQUITY INCENTIVE PLAN Section 1. Purpose of Plan. The name of the Plan is the Tharimmune, Inc. 2023 Omnibus Equity Incentive Plan. The purposes of the Plan are to (i) provide an additional incentive to selected employees, directors, and independent contractors of the Company or its Affiliates whose contributions are essential to the growth and success of |
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| November 2, 2023 |
As filed with the Securities and Exchange Commission on November 2, 2023 As filed with the Securities and Exchange Commission on November 2, 2023 Registration No. |
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| October 24, 2023 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 23, 2023 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction (Commission (I. R. S. Employer of in |
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| September 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ 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)) ☐ Defin |
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| September 25, 2023 |
Exhibit 99.1 Hillstream BioPharma progressing towards acquiring clinical stage asset and announces corporate name change to Tharimmune, Inc. Expects to launch and complete a Phase 1 trial in Q4 2023 Tharimmune to begin trading under new ticker, THAR, on Monday September 25, 2023 BRIDGEWATER, N.J., September 22, 2023 — Hillstream BioPharma Inc., (NASDAQ: HILS), a biotechnology company developing in |
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| September 25, 2023 |
Exhibit 3.1 |
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| September 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 21, 2023 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction (Commission (I. R. S. Employer of |
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| September 12, 2023 |
Exhibit 99.1 |
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| September 12, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 12, 2023 HILLSTREAM BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction (Commission (I. R. S. Em |
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| August 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ 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)) ☐ Defin |
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| August 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ 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)) ☒ Defin |
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| August 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ 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)) ☐ Defin |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41210 HILLSTREAM BIOPHARMA, INC. |
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| July 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 12, 2023 HILLSTREAM BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction (Commission (I. R. S. Employe |
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| July 11, 2023 |
Exhibit 10.3 AMENDED and RESTATED MILBY EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of July 6, 2023 (the “Effective Date”) by and between Hillstream BioPharma Inc., a Delaware corporation with principal executive offices at 245 Main Street, Suite 204, Chester, New Jersey 07930 (“Company”), and Randy D. Milby, residing at [ ] (“Executive”). Each of Company and Execu |
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| July 11, 2023 |
Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of July 11, 2023 (the “Effective Date”) by and between Hillstream BioPharma Inc., a Delaware corporation with principal executive offices at 1200 Route 22 East, Suite 2000, Bridgewater, NJ 08807 245 Main Street, Suite 204, Chester, New Jersey 07930 (“Company”), and Sireesh Appajosyula, residing at [ ] (“Execu |
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| July 11, 2023 |
Exhibit 10.1 [*] CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. RESEARCH AND DEVELOPMENT COLLABORATION AND LICENSE AGREEMENT This Research and Development Collaboration and License Agreement (the “Agreement”) is entered into as of July 5, 2023 (the “Effective Date”) by and betw |
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| July 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 5, 2023 HILLSTREAM BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction (Commission (I. R. S. Employer |
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| June 20, 2023 |
Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 14, 2023 HILLSTREAM BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission |
