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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) |
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 |
