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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) August 4, 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, 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.
On
August 4, 2025, the board of directors (the “Board”) of Tharimmune, Inc. (the “Company”) appointed Nancy Davis
as a member of the Board effective as of August 4, 2025.
Ms. Davis will serve for a term expiring at the 2026 annual meeting of stockholders.
Ms.
Davis’ ongoing annual compensation will be consistent with that provided to the Company’s other non-employee directors.
There
is no arrangement or understanding between Ms. Davis
and any other persons pursuant to which Ms. Davis was
selected as a director. There are no related party transactions involving Ms. Davis that
are reportable under Item 404(a) of Regulation S-K.
Item
8.01. Other Events.
On
August 5, 2025, the Company issued a press release announcing the appointment of Nancy Davis as a director of the Company. A copy of
the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press release dated August 5, 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.
| Date: August 7, 2025 |
Tharimmune, Inc. |
| |
|
| |
/s/ Sireesh
Appajosyula |
| |
Sireesh Appajosyula |
| |
Chief Executive Officer |
