Tharimmune holders back big share authorization boost

Tharimmune, Inc. reported that stockholders approved several key proposals at a special meeting on October 9, 2025.

Accepted by SEC EDGAR 10/09/2025 - 04:15 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Tharimmune, Inc. reported that stockholders approved several key proposals at a special meeting on October 9, 2025. Investors authorized the board to amend the certificate of incorporation to increase the total number of common shares the company is allowed to issue from 250,000,000 to a range between 500,000,000 and 1,000,000,000, with the exact level and timing left to the board’s discretion any time before October 9, 2026.

Stockholders also approved an amendment to the Amended and Restated 2023 Omnibus Equity Incentive Plan, raising the pool of common shares reserved for equity awards to 2,000,000 shares from 792,602 shares. In addition, they approved a proposal allowing the company to issue securities in one or more non-public offerings consistent with Nasdaq Marketplace Rules 5635(a) and 5635(d), giving the company flexibility to raise capital through private transactions if it chooses.

Insights

Equity Capital Markets Analyst

Shareholders approved a larger share pool, higher authorization range, and flexibility for future private offerings.

The special meeting decisions give Tharimmune significantly more headroom to issue equity in the future. The authorized common stock limit can be increased from 250,000,000 shares to a range between 500,000,000 and 1,000,000,000, with the board deciding the exact figure. This does not itself issue new shares but permits a higher ceiling for potential future financings, acquisitions, or other stock-based actions.

Separately, the share reserve for the 2023 Omnibus Equity Incentive Plan rises to 2,000,000 shares from 792,602, expanding the capacity to grant stock-based compensation. Stockholders also approved authority to issue securities in one or more non-public offerings under Nasdaq Rules 5635(a) and 5635(d). Actual impact on existing holders will depend on if, when, and how much equity the company ultimately issues under these expanded tools.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Tharimmune (THAR) stockholders approve at the October 9, 2025 special meeting?

Stockholders of Tharimmune approved three main items: authority for the board to increase authorized common shares, an increase in the share pool under the 2023 Omnibus Equity Incentive Plan, and permission to issue securities in one or more non-public offerings in line with Nasdaq rules 5635(a) and 5635(d).

How many authorized shares can Tharimmune now approve for issuance?

Stockholders gave the board authority to amend the certificate of incorporation to raise the authorized common stock from 250,000,000 shares to a number between 500,000,000 and 1,000,000,000, with the exact amount and timing chosen by the board any time before October 9, 2026.

How did the Tharimmune equity incentive plan change?

The amendment to Tharimmune’s Amended and Restated 2023 Omnibus Equity Incentive Plan increases the number of common shares reserved for issuance under the plan to 2,000,000 shares, up from 792,602 shares previously reserved.

What was the shareholder vote outcome on Tharimmune’s authorized share increase proposal?

For the Authorized Share Increase Proposal, votes were 3,764,397 shares in favor, 129,427 against, and 13,711 abstaining, with 1 broker non-vote, indicating strong support for the board’s authority to raise the authorized share count within the approved range.

Did Tharimmune stockholders approve additional share reserves for the 2023 equity plan?

Yes. Stockholders approved the Plan Amendment with 2,419,032 votes for, 86,170 against, and 3,265 abstaining, plus 1,399,069 broker non-votes, allowing the share reserve under the equity incentive plan to increase to 2,000,000 shares.

What is Tharimmune’s Future Offerings Proposal that was approved?

The Future Offerings Proposal authorizes Tharimmune to issue securities in one or more non-public offerings in accordance with Nasdaq Marketplace Rules 5635(a) and 5635(d), which govern certain private issuances of equity and related securities. The vote was 2,419,243 for, 87,306 against, and 1,918 abstaining, with 1,399,069 broker non-votes.

How many Tharimmune shares were represented at the special meeting quorum?

A total of 3,907,536 shares of Tharimmune’s common stock were represented in person or by valid proxies at the special meeting, which constituted a quorum for conducting business.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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) October 9, 2025

THARIMMUNE, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41210		84-2642541
(State or other jurisdiction		(Commission		(I. R. S. Employer
of incorporation)		File Number)		Identification No.)

34 Shrewsbury Ave, Suite 1C

Red Bank, NJ, 07701

(Address of principal executive offices, including zip code)

(732) 889-3111

(Registrant’s telephone number, including area code)

Not Applicable

(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.

At the Special Meeting (as defined below) on October 9, 2025, the stockholders approved an amendment to the Tharimmune, Inc. Amended and Restated 2023 Omnibus Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder to 2,000,000 shares from 792,602 shares.

The foregoing descriptions of the Plan Amendment is not complete and are qualified in their entirety by reference to the full text of the Plan Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On October 9,2025, Tharimmune, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). A total of 3,907,536 shares of the Company’s common stock, constituting a quorum, were represented in person or by valid proxies at the Special Meeting. The final results for each of the matters submitted to a vote of stockholders at the Special Meeting, as set forth in the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on September 18, 2025, are as follows:

Proposal 1. At the Special Meeting, the stockholders approved a proposal to give our board of directors the authority, at its discretion, to file an amendment to our certificate of incorporation, as amended (the “Certificate of Incorporation”) to increase the total number of shares of the Common Stock authorized for issuance thereunder from 250,000,000 shares to an amount between 500,000,000 shares and 1,000,000,000 shares with the exact amount of the common share increase to be selected by our board of directors in its discretion and to be effected, if at all, in the sole discretion of our board of directors at any time following stockholder approval of the amendment to our Certificate of Incorporation and before October 9, 2026 without further approval or authorization of our stockholders (the “Authorized Share Increase Proposal”). The result of the votes to approve the Authorized Share Increase Proposal was as follows:

For		Against				Abstain				Broker Non-Votes
3,764,397			129,427				13,711				1

Proposal 2. At the Special Meeting, the stockholders approved an amendment to the Tharimmune, Inc. Amended and Restated 2023 Omnibus Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder to 2,000,000 shares from 792,602 shares (the “Plan Amendment”). The result of the votes to approve the Plan Amendment was as follows:

For		Against				Abstain				Broker Non-Votes
2,419,032			86,170				3,265				1,399,069

Proposal 3. At the Special Meeting, the stockholders approved a proposal to issue securities in one or more non-public offerings in accordance with Nasdaq Marketplace Rules 5635(a) and 5635(d) (the “Future Offerings Proposal”). The result of the votes to approve the Future Offerings Proposal was as follows:

For		Against				Abstain				Broker Non-Votes
2,419,243			87,306				1,918				1,399,069

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		First Amendment to Tharimmune Inc. Amended and Restated 2023 Omnibus Equity Incentive Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: October 9, 2025	THARIMMUNE, INC.
	/s/ Sireesh Appajosyula
	Sireesh Appajosyula
	Chief Executive Officer

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