Tharimmune Inc SEC Filings

BlackRock, Inc. filed an amended Schedule 13G to report its beneficial ownership in Tharimmune Inc. common stock. BlackRock reports beneficial ownership of 765,829 Tharimmune common shares, representing 2.2% of the outstanding common stock as of the event date 12/31/2025. All of these shares are reported with sole voting and sole dispositive power, with no shared voting or dispositive power.

BlackRock states that various persons have the right to receive dividends or sale proceeds from these shares, but no single person has an interest in more than five percent of Tharimmune’s total outstanding common shares. The filing is made on a passive basis, with BlackRock certifying that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Tharimmune Inc.

Tharimmune, Inc. filed a current report describing a recent capital markets development. The company announced that it issued a press release on January 20, 2026, detailing the pricing of a registered offering of its securities. The press release is included as an exhibit to the report and is incorporated by reference, indicating that key terms of the offering are set out in that accompanying document.

Tharimmune, Inc. is conducting a primary offering of 1,800,000 shares of common stock and Pre-Funded Warrants to purchase up to 17,000,000 shares of common stock at $2.92 per share (or $2.9199 per Pre-Funded Warrant), for total gross proceeds of $54,894,300 and estimated net proceeds of about $52.7 million after fees.

The Pre-Funded Warrants are immediately exercisable at $0.0001 per share, do not expire, and are subject to beneficial ownership caps generally starting at 4.99%. Tharimmune plans to use the funds mainly to expand and develop its Canton-centric digital asset treasury strategy and for general corporate purposes. Assuming full exercise of the Pre-Funded Warrants, common shares outstanding would rise from 37,729,847 to 56,529,847, and new investors face estimated immediate dilution of $0.66 per share.

Tharimmune, Inc. has called a virtual special stockholder meeting for January 30, 2026 to vote on board changes and significant equity-related actions. Stockholders will elect two new directors, regulatory veteran Jill Sommers and capital markets executive William Wiley, replacing James Gordon Liddy upon approval. The record date is December 3, 2025, when 36,444,785 common shares were outstanding and entitled to vote.

Investors are asked to approve issuances tied to several prior financings and advisory arrangements. These include shares issuable on exercise of Strategic Advisor Warrants equal to 5.0% of fully diluted common stock at a nominal exercise price, Cryptocurrency Pre-Funded Warrants received for Canton Coin cryptocurrency, and Advisor RSUs and related shares for the placement agent. The meeting will also consider adding 7,000,000 shares to the 2023 Omnibus Equity Incentive Plan and authorizing potential adjournments if support is initially insufficient.

Tharimmune, Inc. reported that on January 9, 2026 it received a notice from Nasdaq that the company is not in compliance with Nasdaq Listing Rule 5605, which requires that a majority of its Board of Directors be independent. The noncompliance followed the November 6, 2025 resignations of Nancy Davis and Sanam Parikh and the election of Mark Wendland, which left one Board vacancy.

Nasdaq granted a cure period lasting until the earlier of the next annual shareholders’ meeting or November 6, 2026, or if that meeting occurs before May 5, 2026, then until May 5, 2026. Tharimmune plans to address the issue at a special shareholders’ meeting on January 30, 2026, where it will seek approval to elect two additional independent directors, and it expects that a majority of its Board will be independent after that meeting.

Tharimmune, Inc. has filed a shelf registration to offer and sell, from time to time, up to $2,000,000,000 in aggregate of common stock, preferred stock, debt securities, warrants, rights and units. This flexible structure allows the company to issue different types of securities in separate future offerings, each detailed in a later prospectus supplement, with net proceeds generally earmarked for its digital asset treasury strategy, product development, and general corporate purposes.

The filing highlights a recent $545 million PIPE transaction funded in part with Canton Coin, supporting a Canton-centric digital asset treasury strategy alongside Tharimmune’s clinical-stage biotech programs in inflammation and immunology. The company also has an ATM program for up to $64,910,161 of common stock and reports 37,386,114 common shares outstanding as of January 6, 2026.

Tharimmune, Inc. has filed a prospectus covering the resale by existing investors of up to 176,934,358 shares of its common stock. These shares consist of 25,315,642 PIPE Shares, 151,456,115 shares issuable upon exercise of Pre-Funded Warrants, and 162,601 RSU Shares issued in connection with a November 2025 PIPE financing.

The company is not selling shares itself under this prospectus and will receive no proceeds from these resales. The underlying PIPE Transaction closed on November 6, 2025 and generated approximately $545 million in gross proceeds, with a limited portion earmarked for legacy biotech operations and the balance for fees and a Canton Coin–focused digital asset treasury strategy. Tharimmune plans to operate as a Super Validator on the Canton Network while continuing development of its immunology and inflammation therapeutic pipeline.

The company also established an ATM Program allowing sales of up to $64,910,161 of common stock through an at-the-market facility and implemented leadership changes to oversee the digital asset strategy.