Tharimmune 8-K: $2.5 m funding, multi-class warrants and limited ownership caps

Rhea-AI Filing Summary

Tharimmune, Inc. (THAR) filed an 8-K announcing a private placement financing agreement signed on 13 June 2025. The company will issue 1,551,351 common shares and several warrant classes to a group of accredited investors.

• Pre-Funded Warrants: 137,838 shares, $0.001 exercise price, exercisable immediately until fully exercised.
• Series A Warrants: 1,689,189 shares, $1.29 exercise price, exercisable six months after issuance; 5.5-year term.
• Series B Warrants: 844,572 shares, $3.00 exercise price, exercisable six months after issuance; 5.5-year term.

The warrants include a 4.99% (optionally 9.99%) beneficial-ownership cap to limit post-exercise share concentration. Closing is expected on 20 June 2025, subject to customary conditions. Gross proceeds are estimated at approximately $2.5 million before placement-agent fees and offering expenses. Net proceeds are earmarked for clinical development programs and general working capital.

President Street Global acted as the exclusive placement agent. The securities purchase agreement and warrant forms are attached as Exhibits 10.1, 4.1, 4.2 and 4.3.

Positive

• Injects approximately $2.5 million in gross proceeds, extending liquidity for clinical development and working capital.
• High exercise prices on Series A ($1.29) and Series B ($3.00) warrants reduce near-term dilution pressure.
• Beneficial-ownership cap (4.99%/9.99%) limits concentration risk from warrant exercises.

Negative

• Potential issuance of up to ~2.7 million additional shares if all warrants are exercised, materially diluting existing shareholders.
• Gross proceeds are modest relative to typical Phase II/III clinical costs, indicating further capital raises may be needed.
• Undisclosed share purchase price prevents investors from assessing the discount level and immediate valuation impact.

Insights

Equity Capital Markets Analyst

TL;DR: Small $2.5 m raise improves liquidity but creates modest dilution; warrant overhang mitigated by 4.99% cap.

The private placement provides Tharimmune with short-term cash equal to roughly one to two quarters of typical micro-cap burn rates, strengthening its ability to advance clinical assets without immediate follow-on funding. Pricing details on the common shares were not disclosed, so the depth of any discount cannot be assessed. The large warrant coverage (≈165% of shares sold) introduces potential dilution, but high exercise prices ($1.29 and $3.00) and a delayed exercise window lessen near-term pressure. Investors should note the 5.5-year warrant life, which may create an equity overhang. Overall, the transaction is a neutral-to-slightly-positive liquidity event.

Dilution & Risk Analyst

TL;DR: Financing boosts cash yet adds 2.7 million potential shares; dilution risk depends on future price performance.

Assuming all warrants are exercised, Tharimmune could issue up to ~2.67 million additional shares (1.69 m Series A + 0.84 m Series B + 0.14 m pre-funded), more than doubling the primary share issuance in the deal. At exercise prices above the current placement price (not specified), investors may accept dilution if clinical catalysts drive shares higher. The 4.99%/9.99% ownership cap restrains single-holder influence but does not limit aggregate dilution. Given the gross proceeds are relatively small versus potential dilution, the overall impact is viewed as neutral with a slight negative dilution bias balanced by improved liquidity.

false 0001861657 0001861657 2025-06-13 2025-06-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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) June 13, 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

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 1.01 Entry into a Material Definitive Agreement

On June 13, 2025, Tharimmune, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain accredited individual and institutional investors (“the “Purchasers”) for the issuance and sale in a private placement (the “Private Placement”) of (i) 1,551,351 shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 137,838 shares of the Company’s Common Stock at an exercise price of $0.001 per share, (iii) Series A warrants (the “Series A Warrants”) to purchase up to 1,689,189 shares of the Company’s Common Stock, at an exercise price of $1.29 per share of Common Stock and (iv) Series B warrants (the “Series B Warrants”) to purchase up to 844,572 shares of the Company’s Common Stock at an exercise price of $3.00 per share of Common Stock.

The Series A and Series B Warrants are exercisable six months from the date of issuance and have a term of exercise equal to five and one-half years from the date of issuance. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until the Pre-Funded Warrants are exercised in full. A holder of Pre-Funded Warrants or Series A and B Warrants (together with its affiliates) may not exercise any portion of a warrant to the extent that the holder would own more than 4.99% (or, at the election of the holder 9.99%) of the Company’s outstanding common stock immediately after exercise.

The closing of the Private Placement is expected to occur on June 20, 2025, subject to the satisfaction of customary closing conditions. The gross proceeds to the Company from the Private Placement are expected to be approximately $2.5 million, before deducting placement agent fees and expenses and estimated offering expenses payable by the Company. The Company intends to use the net proceeds received from the Private Placement for clinical development and working capital.

President Street Global served as the Company’s exclusive placement agent in connection with the Private Placement.

The Purchase Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions. The foregoing descriptions of terms and conditions of the Purchase Agreement, the Pre-Funded Warrants, the Series A Warrant and the Series B Warrant, do not purport to be complete and are qualified in their entirety by the full text of the form of the Purchase Agreement, the form of the Pre-Funded Warrant, the form of the Series A Warrant and the form of the Series B Warrant, which are attached hereto as Exhibits 10.1, 4.1, 4.2 and 4.3, respectively.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.		Description
4.1		Form of Pre-Funded Warrant
4.2		Form of Series A Warrant
4.3		Form of Series B Warrant
10.1		Form of Securities Purchase Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL)

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: June 20, 2025	Tharimmune, Inc.
	/s/ Sireesh Appajosyula
	Sireesh Appajosyula
	Chief Executive Officer

FAQ

How much capital will Tharimmune (THAR) raise in the June 2025 private placement?

The company expects gross proceeds of approximately $2.5 million before fees and expenses.

What securities are included in Tharimmune's June 2025 private placement?

Investors will receive 1,551,351 common shares plus Pre-Funded, Series A, and Series B warrants totaling up to 2,671,599 additional shares.

When will the warrants issued by Tharimmune become exercisable?

Pre-Funded Warrants are exercisable immediately, while Series A and Series B warrants become exercisable six months after issuance.

What will Tharimmune use the private placement proceeds for?

Net proceeds are earmarked for clinical development activities and general working capital.

Who acted as placement agent for Tharimmune's private placement?

President Street Global served as the company’s exclusive placement agent.