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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) February 5, 2026
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, Suite 1C
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
February 5, 2026, the Board of Directors (the “Board”) of Tharimmune, Inc. (the “Company”) appointed
Angela Dominy Radkowski, age 37, as Chief Operating Officer of the Company, effective February 5, 2026 (the “Effective Date”).
Prior
to her appointment, Ms. Radkowski served as Operations Strategy Lead and Chief of Staff to the Chief Operating Officer at DRW Holdings
LLC from February 2022 to January 2026, advising senior leadership, coordinating cross-functional communication, and managing high-priority,
enterprise-level initiatives. Ms. Radkowski previously held positions within Citadel LLC’s Treasury and Engineering organizations,
where she was responsible for coordinating enterprise deliverables involving optimization, data engineering, and technology upgrades.
Ms. Radkowski holds a Bachelor of Science in Business Administration with a major in Finance from The Ohio State University, Max M. Fisher
College of Business.
There
are no arrangements or understandings between Ms. Radkowski and any other person pursuant to which Ms. Radkowski was appointed to serve
as Chief Operating Officer of the Company. There are no family relationships between Ms. Radkowski and any of the Company’s directors
or executive officers. Ms. Radkowski has no direct or indirect material interest in any existing or currently proposed transaction that
would require disclosure under Item 404(a) of Regulation S-K.
In
connection with her appointment as Chief Operating Officer, the Company entered into an employment agreement with Ms. Radkowski setting
forth the terms and conditions of her employment with the Company (the “COO Employment Agreement”) dated February
5, 2026. Under the terms of the COO Employment Agreement, Ms. Radkowski will be entitled to receive: (i) an annual base salary of $300,000,
subject to review and adjustment by the Company from time to time; and (ii) eligibility for an annual cash-based performance bonus, in
an amount determined by the Board in its sole and absolute discretion, with a target amount equal to $100,000, subject to continuous
employment with the Company, provided that the annual bonus for the 2026 calendar year shall be prorated based on the number of days
that Ms. Radkowski is employed by the Company during such calendar year. Ms. Radkowski will also be eligible to receive grants of time-based
and/or performance-based equity awards, in a form and amount determined by the Board in its sole and absolute discretion, subject to
Board approval, vesting conditions established by the Board (or its compensation committee) and other conditions. The agreement contains
customary confidentiality, non-compete, non-solicitation, and intellectual property provisions.
The
COO Employment Agreement provides that Ms. Radkowski’s employment is at will and may be terminated by either party at any time,
with or without cause or notice. The COO Employment Agreement provides that in the event Ms. Radkowski terminates her employment for
“good reason” (as defined in the COO Employment Agreement) or the Company terminates her employment without “cause”
(as defined in the COO Employment Agreement), she is entitled to receive the following benefits, subject to her execution of a general
release of claims in the Company’s favor and obligations regarding solicitation, return of property, and restrictive covenants,
non-solicitation of customers, non-solicitation of employees, non-disparagement and the expiration of any applicable expiration period
with respect to the release: (i) any base salary earned through the date of termination; (ii) unpaid expense reimbursement in accordance
with our policy; (iii) unused vacation and sick leave that accrued through the date of termination in accordance with our policy; and
(iv) twelve (12) months of base salary.
In
the event Ms. Radkowski voluntarily resigns other than for “good reason” (as defined in the COO Employment Agreement) or
her employment is terminated by us for “cause” (as defined in the COO Employment Agreement), she will be entitled to receive:
(i) any base salary earned through the date of termination; (ii) unpaid expense reimbursement in accordance with our policy; and (iii)
unused vacation and sick leave that accrued through the date of termination in accordance with our policy.
The
foregoing description of the COO Employment Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the COO Employment Agreement, which is filed as Exhibit 10.1 and incorporated by reference herein.
| Item
7.01 | Regulation
FD Disclosures. |
Board
Leadership Update
On
February 5, 2026, during a special meeting of the Board of Directors, Mark Wendland, current Director and Chief Executive Officer of
the Company, was elected as the Chairman of the Board.
In
addition, the Board also elected the following directors to serve on its committees:
| ● | Audit
Committee: Gary Stetz (as the Chair), Clay Kahler and Jill E. Sommers. |
| ● | Compensation
Committee: Gary Stetz (as the Chair), Clay Kahler, and Jill E. Sommers. |
| ● | Nominating
& Corporate Governance Committee: Gary Stetz, Clay Kahler (as the Chair), and Jill E.
Sommers. |
Press
Release
On
February 6, 2026 the Company issued a press release announcing the appointment of Ms. Radkowski and the change in Board leadership, a
copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
On
February 2, 2025, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)
notifying that the Company had regained compliance with Nasdaq Listing Rule 5605(b)(1) (the “Board Independence Rule”).
As previously reported, on January 9, 2026, the Company received a deficiency letter from Nasdaq indicating that it was not in compliance
with the Board Independence Rule. Compliance was regained following the Company’s election of two independent directors on the
shareholders meeting held on January 30, 2026.
Forward-Looking
Statements
The
information set forth in this Current Report on Form 8-K (“Current Report”), including Exhibit 99.1 attached hereto,
is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01
of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933,
as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth
by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information
in this Current Report that is required to be disclosed solely by Regulation FD.
| Item 9.01 |
Financial Statements and Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description
of Exhibit |
| 10.1# |
|
Employment Agreement with Angela Dominy Radkowski, dated February 5, 2026 |
| 99.1 |
|
Press Release, dated February 6, 2026 |
| 104 |
|
The
cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
| # |
Indicates
a management contract or any compensatory plan, contract or arrangement. |
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:
February 6, 2026 |
Tharimmune,
Inc. |
| |
|
| |
/s/
Mark Wendland |
| |
Mark
Wendland |
| |
Chief
Executive Officer |
Exhibit
99.1
Tharimmune,
Inc. Appoints Mark Wendland Chairman of the Board and Names Angela Radkowski Chief Operating Officer
Leadership
Expansion Supports Execution of Canton Network Infrastructure Strategy
Former
DRW and Citadel Leader Joins as COO to Drive Institutional Platform Expansion
NEW
YORK, February 6, 2026 — Tharimmune, Inc. (NASDAQ: THAR) (“Tharimmune” or the “Company”), the first publicly
traded company to leverage Canton Coin (“CC”) to support the Canton Network’s ability to digitize traditional financial
markets, today announced that its Board of Directors (the “Board”) has elected Mark Wendland, Chief Executive Officer, as
Chairman of the Board and approved the appointment of Angela Radkowski as Chief Operating Officer, effective February 5, 2026. Mr. Wendland
succeeds Vincent LoPriore, who will transition to a member of the Board after serving as Chairman since May 9, 2025.
In
her role as COO, Ms. Radkowski will oversee operational control functions and enterprise processes, including the implementation of Tharimmune’s
Canton Network quarterly research initiative and Super Validator activation.
“I
am honored to assume the role of Chairman as we continue executing on our Canton Network-aligned digital asset strategy to help modernize
financial market infrastructure,” said Mark Wendland. “The Board, under the dedicated leadership of Vincent LoPriore, has
demonstrated an unwavering commitment to building a governance and operating structure capable of supporting our digital asset treasury
strategy, and Angela’s appointment adds critical leadership at a pivotal moment. Her experience scaling complex financial systems
will be instrumental as we advance institutional adoption of Canton Network and drive value for shareholders.”
Prior
to her appointment, Ms. Radkowski served as Operations Strategy Lead and Chief of Staff to the Chief Operating Officer at DRW Holdings
LLC, advising senior leadership, coordinating cross-functional communication, and managing high-priority, enterprise-level initiatives.
Ms. Radkowski previously held positions within Citadel LLC’s Treasury and Engineering organizations, where she was responsible
for coordinating enterprise deliverables involving optimization, data engineering, and technology upgrades.
Ms.
Radkowski added, “The Canton Network introduces a new model for institutional finance — one that addresses the limitations
of legacy infrastructure while enabling secure, scalable blockchain adoption. I am excited to join Tharimmune and help build the operational
foundation required to support this transformation.”
Tharimmune
established its differentiated digital asset treasury strategy in November 2025. In addition to driving value through CC acquisition
and operating as a Super Validator, Tharimmune intends to invest in applications built on the Canton Network that accelerate institutional
utility and adoption across capital markets. Tharimmune is the first and only publicly traded company supported by the Canton Foundation.
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.
Cautionary
Note Regarding Forward-Looking Statements
This
press release contains statements that constitute “forward-looking statements” within the meaning of U.S. federal securities
laws. Forward-looking statements are statements other than historical facts and include, without limitation, those regarding management
expectations, strategy execution, market conditions, and the Company’s involvement with the Canton Network. These statements are
based on current expectations and involve risks and uncertainties that may cause actual results to differ materially. Further information
regarding factors that may affect the Company’s prospects is included in its annual and quarterly reports filed with the U.S. Securities
and Exchange Commission, available at www.sec.gov. The Company undertakes no obligation to update these statements except as required
by law.
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/
#
# #
