THAR Files 8-K on Board Change as Kelly Anderson Steps Down

Rhea-AI Filing Summary

Tharimmune, Inc. (Nasdaq: THAR) filed a Form 8-K disclosing that Board member Kelly Anderson resigned, effective June 22, 2025, citing personal reasons. The filing, signed by CEO Sireesh Appajosyula on June 24, 2025, contains no indication of disagreement with management or issues related to the company’s operations, policies, or practices. No replacement director or related compensatory arrangements were announced. Aside from this governance change, the 8-K includes no financial data, strategic updates, or other material transactions.

Positive

• None.

Negative

• Unplanned board resignation: Kelly Anderson’s immediate departure leaves a vacancy and could introduce short-term governance uncertainty until a replacement is appointed.

Insights

Corporate Governance Expert

TL;DR: Routine resignation; limited immediate impact but raises minor governance uncertainty.

The filing reveals only a single event: Director Kelly Anderson’s departure for personal reasons. Because the company does not report any dispute or policy disagreement, the event appears administrative. However, losing a director—especially without naming a successor—can temporarily reduce board diversity and expertise, potentially slowing strategic decisions until a replacement is appointed. Investors should monitor future 8-K or proxy filings for board-composition updates and any committee reassignments.

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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 Number)		(I. R. S. Employer Identification No.)

34 Shrewsbury Avenue

Red Bank, NJ 07701

(Address of principal executive offices, including zip code)

(732) 889-3111

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.0001 par value		THAR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers: Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 22, 2025, Kelly Anderson resigned from the Board of Directors of Tharimmune, Inc. for personal reasons, effective immediately.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	June 24, 2025	Tharimmune, Inc.
		/s/ Sireesh Appajosyula
		Sireesh Appajosyula
		Chief Executive Officer

FAQ

Why did Kelly Anderson resign from Tharimmune's (THAR) board?

The 8-K states Ms. Anderson resigned on June 22, 2025 for personal reasons; no further detail was provided.

Did Kelly Anderson cite any disagreements with Tharimmune in her resignation?

No. The filing does not report any disagreement regarding operations, policies or practices.

Who will replace Kelly Anderson on the Tharimmune board?

The 8-K does not name a successor; investors must await future disclosures.

Does the resignation affect Tharimmune's audit or compensation committees?

Committee impacts are not disclosed; board composition changes could alter committee assignments once a replacement is chosen.

Were any financial results or transactions announced alongside the resignation?

No. The filing contains no financial metrics or transaction details beyond the director departure.