[Form 4] Franklin Financial Services Corporation Insider Trading Activity

Rhea-AI Filing Summary

Tharimmune, Inc. filed a prospectus supplement dated 23 Jul 2025 for a registered-direct sale of 974,241 units at $1.786. Each unit contains one share of common stock (or a $0.001 pre-funded warrant) plus one five-year unregistered common warrant exercisable at $1.66.

The transaction will deliver $1.74 million gross and roughly $1.62 million net after a 7 % fee to President Street Global. If the new warrants are fully exercised, Tharimmune could receive an additional $0.7 million.

Share count rises from 4.22 million to 5.61 million (+33 %) assuming all pre-funded warrants are exercised. Pro-forma net tangible book value increases from ($0.40) to $0.63 per share. The deal stays within the S-3 I.B.6 one-third-of-float limit (public float ≈ $6.4 million). Closing is expected on 25 Jul 2025, and the company’s stock remains listed on Nasdaq under THAR (last price $1.66).

Proceeds are earmarked for working capital and general corporate purposes; no specific clinical programs are funded. Warrant overhang (4.61 million existing plus 0.97 million new) may weigh on future share performance.

Positive

• $1.74 million gross / $1.62 million net cash strengthens near-term liquidity.
• Common warrants struck at $1.66 could add ~$0.7 million if exercised, providing non-dilutive cash at a premium.
• Financing executed under existing S-3 shelf avoids shareholder vote, preserving strategic flexibility.

Negative

• Immediate 33 % dilution to holders; fully-diluted share overhang exceeds 11 million.
• Proceeds designated only for general working capital, offering limited visibility on clinical progress.
• Modest raise relative to pipeline needs implies further financings and continued dilution risk.
• Large warrant overhang and mandatory resale registration could pressure the share price.

Insights

Financial Analyst

TL;DR: $1.6 M cash extends runway, but dilution and modest size keep outlook neutral.

The raise adds ~25 % of the firm’s recent market cap, enhancing liquidity for at least one to two quarters. Pricing at $1.786 (7.6 % above last sale) shows limited discount, and a $1.66 strike on warrants could bring $0.7 M more if shares appreciate. However, the share base expands by a third and fully-diluted overhang now exceeds 11 M shares, pressuring valuation metrics. With proceeds directed to general uses and no earmarked clinical catalysts, investors still face significant funding risk for upcoming IND and CMC work. Overall effect is capital-positive yet valuation-neutral.

Risk Analyst

TL;DR: High dilution, vague use of funds and warrant overhang increase downside risk.

While the offering keeps Tharimmune within Nasdaq and shelf limits, it highlights the company’s constrained float (<$10 M) and continuing dependence on the capital markets. Immediate dilution is severe at 33 %, and further dilution is virtually certain given 5-year warrants and an active R&D pipeline. The absence of directed spending on pivotal trials suggests additional raises will follow, raising execution and financing risk. Investors should also monitor the 30-day registration covenant on the private warrants; failure to comply triggers liquidated damages that could strain cash. Net result tilts negative for existing shareholders.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Heckman Lorie M.

(Last) (First) (Middle)

1500 NITTERHOUSE DRIVE

(Street)

CHAMBERSBURG PA 17201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FRANKLIN FINANCIAL SERVICES CORP /PA/ [ FRAF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/25/2025		M		2,100(1)	A	$21.27	6,833(2)(3)	D
Common Stock	07/25/2025		F		1,043(1)	D	$42.83	5,790(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Stock Option (Right to Buy)	$21.27	07/25/2025		M			2,100	08/25/2016	02/25/2026	Common Stock	2,100	$0	0	D
Incentive Stock Option (Right to Buy)	$30							08/23/2017	02/23/2027	Common Stock	2,700		2,700	D
Incentive Stock Option (Right to Buy)	$34.1							08/22/2018	02/22/2028	Common Stock	2,700		2,700	D

Explanation of Responses:

1. Reflects shares withheld by issuer at the market price of $42.83 per share less an exercise price of $21.27 per share to fund the cashless exercise of 2,100 options owned by the reporting person pursuant to the issuer's 2013 Incentive Stock Option Plan.

2. Total shares includes 30 shares acquired pursuant to the issuer's 2010 Dividend Reinvestment and Stock Purchase Plan.

3. Includes previously reported unvested restricted stock units.

	/s/Amanda M. Ducey by Power of Attorney for Lorie M. Heckman	07/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What is the size and price of Tharimmune’s (THAR) July 2025 unit offering?

The company is selling 974,241 units at $1.786 each, totalling $1.74 million in gross proceeds.

How much cash will Tharimmune receive and how will it be used?

Net proceeds of about $1.62 million will go toward working capital and general corporate purposes.

What is the dilution impact on existing THAR shareholders?

Shares outstanding rise from 4.22 M to 5.61 M (+33 %), excluding additional dilution from new and existing warrants.

What are the terms of the new common warrants issued?

Each five-year warrant is exercisable six months after issuance at $1.66; exercise could provide THAR up to $0.7 M.

Who acted as placement agent and what compensation was paid?

President Street Global received a 7 % cash fee (~$121,800) plus future fees tied to warrant exercises.

Does the offering keep Tharimmune within the S-3 I.B.6 public float limit?

Yes. With a float of $6.4 M, the $1.74 M raise remains below the one-third-of-float threshold.