Tharimmune (THAR) raises CEO and chairman salaries and change-of-control severance

Rhea-AI Filing Summary

Tharimmune, Inc. reported that its Compensation Committee approved higher pay and severance protections for its top two executives. The base salary for CEO Sireesh Appajosyula and Executive Chairman Vincent LoPriore was each increased by $100,000 to $385,000 annually.

The Committee also enhanced their change-of-control benefits. If either executive is terminated within twelve months after a change of control, their severance will rise from two times to three times base salary and target bonus, strengthening their contractual protections in a potential sale or merger scenario.

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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) September 2, 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)

(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 September 2, 2025, the Compensation Committee (the “Committee”) of the Board of Directors of Tharimmune, Inc. (the “Company”) approved an increase of $100,000 in the base salary of each of Sireesh Appajosyula, the Company’s CEO, and Vincent LoPriore, the Executive Chairman of the Company, to $385,000.

In addition, the Committee approved an increase in the payment that each of Mr. Appajosyula and Mr. LoPriore would receive in the event their employment was terminated within twelve (12) months of a change of control of the Company from two (2) times base salary and target bonus to three (3) times base salary and target bonus.

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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: September 8, 2025	Tharimmune, Inc.
	/s/ Sireesh Appajosyula
	Sireesh Appajosyula
	Chief Executive Officer

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FAQ

What executive compensation changes did Tharimmune (THAR) approve in this 8-K?

Tharimmune’s Compensation Committee raised base salaries for CEO Sireesh Appajosyula and Executive Chairman Vincent LoPriore by $100,000 each to $385,000. It also increased their potential change-of-control severance from two times to three times base salary and target bonus if terminated within twelve months.

How much is the new base salary for Tharimmune’s CEO and Executive Chairman?

Both Tharimmune’s CEO, Sireesh Appajosyula, and Executive Chairman, Vincent LoPriore, now have a base salary of $385,000. This reflects a $100,000 increase for each executive, as approved by the Compensation Committee on September 2, 2025, under updated compensation arrangements.

What are the new change-of-control severance terms for Tharimmune (THAR) executives?

If a change of control occurs and either executive is terminated within twelve months, severance rises from two times to three times base salary and target bonus. This applies to both CEO Sireesh Appajosyula and Executive Chairman Vincent LoPriore under the revised arrangements.

Which Tharimmune executives are covered by the updated compensation and severance terms?

The updated terms apply to CEO Sireesh Appajosyula and Executive Chairman Vincent LoPriore. Both receive a higher base salary of $385,000 and enhanced change-of-control severance of three times base salary and target bonus if terminated within twelve months following a change of control.

When did Tharimmune’s Compensation Committee approve these executive pay changes?

The Compensation Committee approved the changes on September 2, 2025. On that date, it increased base salaries for the CEO and Executive Chairman and enhanced their change-of-control severance multiples to three times base salary and target bonus upon qualifying termination within twelve months.