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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) November 6, 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 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)
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
1.01 Material Definitive Agreement
On
November 6, 2025, the Company entered into an ATM Sales Agreement (the “Sales Agreement”) with Clear Street LLC and
President Street Global LLC, as sales agents (the “Agents”) to sell shares of its common stock, par value $0.0001
per share, having an aggregate offering price of up to $64,910,161 (the “ATM Shares”) from time to time, through
an “at the market offering” (the “ATM Offering”) as defined in Rule 415 under the Securities Act of 1933,
as amended (the “Securities Act”).
On
November 6, 2025, the Company filed a prospectus supplement with the Commission in connection with the ATM Offering (the “Prospectus
Supplement”) under its existing shelf Registration Statement on Form S-3 (File No. 333-270684) (the “Registration Statement”)
initially filed with the Commission on March 17, 2023 and declared effective on March 24, 2023, and the base prospectus contained therein.
Upon
delivery of a placement notice, and subject to the terms and conditions of the Sales Agreement, the Agents may sell the ATM Shares by
any method that is deemed an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act,
or any other method permitted by law, which may include negotiated transactions or block trades. The Company may sell the ATM Shares
through the Agents in amounts and at times to be determined by the Company from time to time subject to the terms and conditions of the
Sales Agreement, but neither it nor the Agents have an obligation to sell any of the ATM Shares in the ATM Offering. No assurance can
be given that the Company will sell any ATM Shares under the Sales Agreement, or, if it does, as to the price or the amount of ATM Shares
that it sells or the dates when such sales will take place. The Company or the Agents may suspend or terminate the ATM Offering
upon notice to the other parties and subject to other conditions. The Agents will use commercially reasonable efforts to effect the sales
consistent with their normal trading and sales practices.
The
Company has agreed to pay the Agents’ commissions for their respective services in acting as agents in the sale of the ATM Shares
in the amount of up to 3.00% of the aggregate gross proceeds it receives from the sale of the ATM Shares pursuant to the Sales
Agreement. The Company has also agreed to provide the Agents with customary indemnification and contribution rights. In addition, the
Company has agreed to reimburse certain legal expenses incurred by the Agents in connection with execution of the Sales Agreement in
an amount up to $75,000, in addition to certain ongoing legal expenses.
The
ATM Shares are registered pursuant to the Registration Statement and the base prospectus contained therein, and offerings for
the ATM Shares will be made only by means of the Prospectus Supplement. This Current Report on Form 8-K shall not constitute an
offer to sell or the solicitation of any offer to buy the ATM Shares, nor shall there be any offer, solicitation or sale of the ATM Shares
in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities
laws of such state.
The
description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to, to the full text
of the Sales Agreement, a copy of which is filed herewith as Exhibit 1.1, and is incorporated herein by reference.
A
copy of the opinion of Lucosky Brookman LLP relating to the validity of the ATM Shares that may be sold pursuant to the ATM Offering
is filed herewith as Exhibit 5.1.
Item 8.01. Other Events.
On November 6, 2025, the Company issued
a press release announcing the closing of its private placement offering. The press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated into this Item 8.01 by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description |
| 1.1 |
|
Sales Agreement, dated as of November 6, 2025, among the Company and Clear Street LLC and President Street Global, LLC, as Agents |
| 5.1 |
|
Opinion of Lucosky Brookman LLP |
| 99.1 |
|
Press Release, dated November 6, 2025 |
| 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.
| |
THARIMMUNE,
INC. |
| |
|
| Date:
November 6, 2025 |
By: |
/s/
Mark Wendland |
| |
|
Mark
Wendland |
| |
|
Chief
Executive Officer |
