Tharimmune, Inc. Announces Closing of $55 Million Underwritten Registered Direct Offering

Rhea-AI Summary

Tharimmune (NASDAQ: THAR) announced closing of an underwritten registered direct offering on Jan 22, 2026 that issued 1,800,000 common shares at $2.92 per share and pre-funded warrants to purchase up to 17,000,000 shares at $2.9199 each. Gross proceeds to the company are approximately $55 million before underwriting discounts, commissions and offering expenses. Proceeds are earmarked for expansion of its Canton-centric digital asset treasury strategy and general corporate working capital. Clear Street acted as sole bookrunning manager; the offering relied on a shelf registration effective Jan 16, 2026 and a prospectus supplement filed Jan 20, 2026.

Positive

• Gross proceeds approximately $55 million
• Cash to fund Canton-centric digital asset treasury strategy

Negative

• Pre-funded warrants could issue up to 17,000,000 shares (potential dilution)
• Net proceeds will be lower after underwriting discounts and offering expenses

News Market Reaction

+7.89%

3 alerts

+7.89% News Effect

+$7M Valuation Impact

$102M Market Cap

0.0x Rel. Volume

On the day this news was published, THAR gained 7.89%, reflecting a notable positive market reaction. Our momentum scanner triggered 3 alerts that day, indicating moderate trading interest and price volatility. This price movement added approximately $7M to the company's valuation, bringing the market cap to $102M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Gross proceeds: $55 million Common shares issued: 1,800,000 shares Common share price: $2.92 per share +2 more

5 metrics

Gross proceeds $55 million Underwritten registered direct offering

Common shares issued 1,800,000 shares Offering common stock at $2.92 per share

Common share price $2.92 per share Price for common stock in offering

Pre-funded warrants 17,000,000 warrants Pre-funded warrants to purchase common stock

Pre-funded warrant price $2.9199 per warrant Issue price for pre-funded warrants

Market Reality Check

Price: $2.96 Vol: Volume 465,364 is slightl...

normal vol

$2.96 Last Close

Volume Volume 465,364 is slightly below the 20-day average of 513,332 (relative volume 0.91x) ahead of this offering news. normal

Technical Shares at $2.79 are trading above the 200-day MA of $2.34, despite a -4.45% move over 24 hours.

Peers on Argus

THAR’s -4.45% move contrasts with mixed biotech peers: LPCN down -6.74%, MTVA do...

1 Up

THAR’s -4.45% move contrasts with mixed biotech peers: LPCN down -6.74%, MTVA down -4%, while SYBX is up 9.06%. Momentum scanners only flagged GOVX (+5.90%), reinforcing a stock-specific reaction to the capital raise.

Historical Context

5 past events · Latest: Jan 20 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 20	Offering pricing	Neutral	+0.0%	Priced $55M underwritten registered offering with common shares and pre-funded warrants.
Dec 18	Strategy commentary	Positive	-5.9%	Commented on DTCC Canton tokenization and highlighted prior $545M private placement.
Dec 12	CFO appointment	Positive	-5.5%	Named new CFO to oversee Canton Coin treasury and capital planning.
Nov 13	FDA feedback	Positive	-6.5%	Received positive FDA feedback on TH104 modeling toward a 505(b)(2) NDA path.
Nov 06	Private placement	Positive	+4.0%	Closed $545M private placement to fund Canton Coin strategy and working capital.

Pattern Detected

Recent positive or strategic news, including financings and regulatory updates, has often been followed by negative price reactions, with only large capital raises showing clear positive alignment.

Recent Company History

Over the past few months, Tharimmune has repeatedly tapped capital markets and advanced both its Canton Coin strategy and biotech programs. A $545M private placement on Nov 6, 2025 and today’s $55M underwritten offering both fund its Canton-centric digital asset treasury and general purposes. Other updates, including positive FDA feedback on TH104 on Nov 13, 2025 and governance/strategy news in December, saw share price declines within 24 hours, suggesting a pattern where upbeat or strategic announcements have not consistently translated into immediate price strength.

Regulatory & Risk Context

Active S-3 Shelf · $2,000,000,000

Shelf Active

Active S-3 Shelf Registration 2026-01-09

$2,000,000,000 registered capacity

Tharimmune has an effective S-3 shelf filed on Jan 9, 2026, allowing offerings of up to $2,000,000,000 in various securities. The current underwritten registered direct offering uses this shelf framework, with at least one recent prospectus supplement (424B5 on Jan 20, 2026) already filed. This structure enables additional capital raises via common stock, warrants, debt, or other instruments over the shelf’s term.

Market Pulse Summary

The stock moved +7.9% in the session following this news. A strong positive reaction aligns with the...

Analysis

The stock moved +7.9% in the session following this news. A strong positive reaction aligns with the company’s pattern of investor support for sizable capital raises, such as the prior $545M private placement and this $55M underwritten offering. However, the effective $2,000,000,000 shelf and use of common stock plus pre-funded warrants highlight ongoing dilution capacity that could cap follow-through if additional tranches are issued. Past news often saw mixed follow-on performance, suggesting sustainability would depend on execution of the Canton-centric strategy.

Key Terms

underwritten registered direct offering, pre-funded warrants, shelf registration statement, prospectus supplement

4 terms

underwritten registered direct offering financial

"announced the closing of its previously announced underwritten registered direct offering which included"

An underwritten registered direct offering is a way a company raises money by selling newly registered shares or bonds directly to selected investors, with an investment bank agreeing to buy and resell the securities so the company knows it will receive the cash. Think of the bank as a wholesaler that guarantees to take the inventory and find buyers; it speeds the sale but often means the securities are sold at a discount, which can dilute existing shareholders and affect the stock price.

pre-funded warrants financial

"and pre-funded warrants to purchase up to 17,000,000 shares of common stock at a price"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

shelf registration statement regulatory

"pursuant to a shelf registration statement that was filed with the Securities and Exchange Commission"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"A prospectus supplement and accompanying prospectus relating to and describing the terms of the offering"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. Not financial advice.

NEW YORK, Jan. 22, 2026 /PRNewswire/ -- 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 offering which included the issuance of 1,800,000 shares of its common stock at a price of $2.92 per share and pre-funded warrants to purchase up to 17,000,000 shares of common stock at a price of $2.9199 per pre-funded warrant.

The gross proceeds to the Company from the offering are approximately $55 million, before deducting underwriting discounts and commissions and other offering expenses payable by the Company. The offering will provide the Company with additional growth capital for the continued expansion and development of its Canton-centric digital asset treasury strategy, as well as with working capital for general corporate purposes.

Tharimmune, Inc. operates a differentiated digital asset treasury strategy by actively participating in the Canton Network – a privacy-enabled, secure blockchain hosting trillions in assets on chain.

Clear Street acted as sole bookrunning manager for the offering.

Paul Hastings LLP served as counsel to Clear Street.

Reed Smith served as counsel to Tharimmune.

The securities described above were offered by the Company pursuant to a shelf registration statement that was filed with the Securities and Exchange Commission (SEC) on January 9, 2026 and became effective on January 16, 2026 (File No. 333-292648). A prospectus supplement and accompanying prospectus relating to and describing the terms of the offering was filed with the SEC on January 20, 2026 and may be obtained by contacting Clear Street, Attn: Syndicate Department, 150 Greenwich Street, 45th floor, New York, NY 10007, by email at ecm@clearstreet.io; or by accessing the SEC's website at https://www.sec.gov/.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About Tharimmune

Tharimmune, Inc. (NASDAQ: THAR) is the first publicly traded company to leverage Canton Coin and support the Canton Network to advance institutional blockchain adoption and the digitization of financial markets. In addition to driving value through activities on the Canton Network, Tharimmune also operates clinical-stage biotech research and development. For more information, visit www.tharimmune.com. References to information included on, or accessible through, websites do not constitute incorporation by reference of the information contained at or available through such websites, and you should not consider such information to be part of this press release.

Forward-Looking Statements

Certain statements made in this release are "forward looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995, including statements regarding the Company's strategy, plans, objectives, initiatives and financial outlook. When used in this press release, the words "estimates," "projected," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "should," "future," "propose" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Company's control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. As such, readers are cautioned not to place undue reliance on any forward-looking statements.

Investors should carefully consider the foregoing factors, and the other risks and uncertainties described in the "Risk Factors" sections of the Company's filings with the SEC, including the registration statement and the other documents filed by the Company. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.

Contacts

Media:
Gasthalter & Co.
(212) 257-4170
canton@gasthalter.com

Investors:
ir@tharimmune.com

X: @TharimmuneInc
LinkedIn: https://www.linkedin.com/company/tharimmune-inc/
Website: https://tharimmune.com/

View original content:https://www.prnewswire.com/news-releases/tharimmune-inc-announces-closing-of-55-million-underwritten-registered-direct-offering-302668522.html

SOURCE Tharimmune, Inc.

FAQ

What did Tharimmune (THAR) announce on Jan 22, 2026?

Tharimmune closed an underwritten registered direct offering that raised approximately $55 million gross.

How many shares and warrants were included in Tharimmune's offering (THAR)?

The deal issued 1,800,000 common shares and pre-funded warrants to purchase up to 17,000,000 shares.

At what prices were Tharimmune's (THAR) shares and pre-funded warrants sold?

Common shares sold at $2.92 per share; pre-funded warrants priced at $2.9199 per warrant.

What will Tharimmune use the offering proceeds for?

Proceeds will fund expansion of its Canton-centric digital asset treasury strategy and provide general corporate working capital.

Who managed Tharimmune's underwritten offering and when was the registration effective?

Clear Street acted as sole bookrunning manager; the shelf registration became effective on Jan 16, 2026.