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

Rhea-AI Summary

Tharimmune (NASDAQ: THAR) priced a $55.0 million underwritten registered offering on January 20, 2026, expected to close on or about January 21, 2026 subject to customary closing conditions.

The transaction includes issuance of 1,800,000 common shares at $2.92 per share and pre-funded warrants to purchase up to 17,000,000 common shares at $2.9199 per pre-funded warrant. Clear Street is sole bookrunner.

The offering is intended to provide additional growth capital for expansion of the company’s Canton-centric digital asset treasury strategy and working capital for general corporate purposes. The company filed a shelf registration (File No. 333-292648) with the SEC on January 9, 2026, which became effective January 16, 2026.

Positive

• $55.0M gross proceeds expected from the offering
• Proceeds earmarked for Canton-centric digital asset treasury expansion
• Clear Street acting as sole bookrunner

Negative

• Potential issuance of up to 18,800,000 shares (1,800,000 shares plus 17,000,000 warrants)
• Offer closing is subject to customary conditions; closing not guaranteed

News Market Reaction

%

1 alert

% News Effect

$106M Market Cap

1K Volume

On the day this news was published, THAR declined NaN%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Offering size: $55 million Common shares issued: 1,800,000 shares Common stock price: $2.92 per share +3 more

6 metrics

Offering size $55 million Underwritten registered offering gross proceeds

Common shares issued 1,800,000 shares New common stock in the offering

Common stock price $2.92 per share Offering price for common shares

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

Pre-funded warrant price $2.9199 per warrant Offering price for each pre-funded warrant

Expected closing date January 21, 2026 Anticipated closing of the offering

Market Reality Check

Price: $3.01 Vol: Volume 286,989 is below t...

low vol

$3.01 Last Close

Volume Volume 286,989 is below the 20-day average of 564,287 ahead of the offering. low

Technical Shares at $2.92 are trading above the $2.33 200-day moving average.

Peers on Argus

Momentum scanner shows biotech peers like CLRB and NBY moving down, while this f...

2 Down

Momentum scanner shows biotech peers like CLRB and NBY moving down, while this financing is company-specific and not tied to a broad sector move.

Common Catalyst Limited same-day peer news; one biotech peer (LPCN) reported clinical-trial progress unrelated to financing.

Historical Context

5 past events · Latest: Dec 18 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 18	Blockchain strategy update	Positive	-5.9%	Highlighted DTCC’s Canton tokenization and prior $545M private placement.
Dec 12	Management change	Positive	-5.5%	Appointed new CFO to oversee Canton Coin treasury expansion.
Nov 13	Regulatory feedback	Positive	-6.5%	Received positive FDA feedback on TH104 PK modeling plan and 505(b)(2) path.
Nov 06	Private placement close	Positive	+4.0%	Closed ~$545M private placement to fund Canton Coin and validator strategy.
Nov 03	Private placement launch	Positive	+8.5%	Announced ~$540M private placement at $3.075 to establish Canton treasury.

Pattern Detected

Recent blockchain and clinical milestones often saw negative next-day moves, while large capital raises around the Canton strategy had mixed but sometimes positive reactions.

Recent Company History

Over the last few months, Tharimmune issued several updates linking its Canton-centric digital asset treasury strategy with substantial financings and clinical progress. A $540–545M private placement in Nov 2025 to acquire Canton Coin and fund validators drew notable investor attention, followed by positive FDA feedback on TH104 and commentary on DTCC’s Canton initiative. However, those blockchain and clinical updates often coincided with negative 24-hour moves, indicating a history of selling into ostensibly positive news. Today’s registered offering adds another major capital event on top of this financing-heavy trajectory.

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

An effective S-3 shelf filed on Jan 9, 2026 allows Tharimmune to issue up to $2,000,000,000 of various securities over time. Today’s underwritten registered offering draws on this capacity, and shelf usage was previously recorded as 0, indicating substantial remaining flexibility for future issuances tied to its digital asset treasury and biotech programs.

Market Pulse Summary

This announcement adds a $55M underwritten registered offering to Tharimmune’s capital stack, issuin...

Analysis

This announcement adds a $55M underwritten registered offering to Tharimmune’s capital stack, issuing new common shares and pre-funded warrants off its effective S-3 shelf. The proceeds support its Canton-focused digital asset treasury strategy and general corporate needs alongside clinical-stage biotech work. Investors may track future use of the $2B shelf, incremental share issuance, and how efficiently new capital advances both blockchain and therapeutic programs.

Key Terms

pre-funded warrants, shelf registration statement, prospectus supplement

3 terms

pre-funded warrants financial

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

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"

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"

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. 20, 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 pricing of a $55 million registered offering.

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.

The offering is expected to close on or about January 21, 2026, subject to the satisfaction of customary closing conditions. The transaction includes 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 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.

Clear Street is acting as sole bookrunner for the offering.

The securities described above are being 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 were 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. The Company does not plan and undertakes no obligation to update any of the forward-looking statements made herein, except as required by law.

Investors should carefully consider the foregoing factors, and the other risks and uncertainties described in the "Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 26, 2025 and 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-pricing-of-55-million-underwritten-registered-offering-302665408.html

SOURCE Tharimmune, Inc.

FAQ

What did Tharimmune (THAR) announce on January 20, 2026 regarding capital raising?

Tharimmune priced a $55.0 million registered offering, including 1,800,000 shares at $2.92 and pre-funded warrants for 17,000,000 shares at $2.9199.

When is the Tharimmune (THAR) offering expected to close?

The offering is expected to close on or about January 21, 2026, subject to customary closing conditions.

How will Tharimmune (THAR) use the proceeds from the $55M offering?

Proceeds are intended for expansion of its Canton-centric digital asset treasury strategy and for general working capital.

Who is the bookrunner for Tharimmune's (THAR) $55M offering?

Clear Street is acting as the sole bookrunner for the offering.

Where can investors find the SEC filing for Tharimmune (THAR) offering?

The shelf registration (File No. 333-292648) and prospectus supplement were filed with the SEC in January 2026 and are available on the SEC website.

What is the potential dilution from Tharimmune's (THAR) offering?

The transaction could result in issuance of up to 18,800,000 shares if all pre-funded warrants are exercised.