Tharimmune (NASDAQ: THAR) holders back new directors and 7M-share plan boost

Rhea-AI Filing Summary

Tharimmune, Inc. held a virtual special meeting of stockholders on January 30, 2026, with 20,076,887 shares, or approximately 55.08% of eligible common stock, represented to constitute a quorum. Stockholders elected two new directors, Jill E. Sommers and William Wiley, both receiving strong majority support.

Stockholders approved the issuance of common shares underlying Strategic Advisor Warrants, Cryptocurrency Pre-Funded Warrants issued for Canton Coin consideration in a private placement, and Advisor RSUs and related common shares issued to the placement agent. They also approved an amendment to the 2023 Omnibus Equity Incentive Plan to increase available shares by 7,000,000, and authorized potential adjournments of the meeting if needed. The company later issued a press release announcing the new director elections.

Insights

Corporate governance and equity compensation analyst

Tharimmune shareholders approved new directors and multiple equity-related issuances.

Tharimmune’s special meeting produced several governance and capital structure decisions. Shareholders elected Jill E. Sommers and William Wiley to the board with large majorities, indicating broad support for the new directors. Quorum was achieved with approximately 55.08% of eligible common shares represented.

Shareholders also approved issuing common shares tied to Strategic Advisor Warrants, Cryptocurrency Pre-Funded Warrants accepted as Canton Coin consideration in a private placement, and Advisor RSUs granted to the placement agent. An amendment to the 2023 Omnibus Equity Incentive Plan adds 7,000,000 shares available for future awards, and an adjournment authorization was approved to support prior proposals if needed.

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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) January 30, 2026

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 5.07 Submission of Matters to a Vote of Security Holders.

On January 30, 2026, Tharimmune, Inc. (the “Company”) held its special meeting of stockholders (the “Special Meeting”) in a virtual format. At the close of business on December 3, 2025, the record date for the Special Meeting (the “Record Date”), there were 36,444,785 shares of the Company’s Common Stock, par value $0.0001 per share (“Common Stock”) issued and outstanding. At the Special Meeting, 20,076,887 of the Company’s Common Stock entitled to vote as of the Record Date, or approximately 55.08%, were represented by proxy or in person (virtually), and, therefore, a quorum was present.

The final voting results on the proposals presented for stockholder approval at the Special Meeting are as follows:

Proposal No. 1: Election of two new director nominees, Jill E. Sommers and William Wiley to the Board:

Nominees		Votes For		Votes Withheld		Broker Non-Votes
Jill E. Sommers		19,950,989		125,898		-
William Wiley		20,053,785		23,102		-

Proposal No. 2: Approval of the issuance of shares of our Common Stock underlying the currently outstanding Strategic Advisor Warrants issued to certain strategic advisors in connection with the Strategic Advisor Agreement.

Votes For		Votes Against		Abstentions		Broker Non-Votes
19,951,019		67,751		58,117		-

Proposal No. 3: Approval of the issuance of shares of our Common Stock upon the exercise of the Cryptocurrency Pre-Funded Warrants issued in connection with our acceptance of Canton Coin cryptocurrency as consideration in our private placement offering

Votes For		Votes Against		Abstentions		Broker Non-Votes
19,948,783		71,659		56,445		-

Proposal No. 4: Approval of the issuance of Advisor RSU and shares of Common Stock upon the settlement of Advisor RSUs issued to our placement agent in connection with our private placement offering

Votes For		Votes Against		Abstentions		Broker Non-Votes
19,982,938		37,749		56,200		-

Proposal No. 5: Approval of an amendment to our Amended and Restated 2023 Omnibus Equity Incentive Plan to increase the number of shares of Common Stock available for issuance thereunder by 7,000,000 shares.

Votes For		Votes Against		Abstentions		Broker Non-Votes
19,074,470		946,220		56,197		-

Proposal No. 6: Approval to authorize one or more adjournments of the Special Meeting to solicit additional proxies in the event there are insufficient votes to approve the foregoing proposals described above

Votes For		Votes Against		Abstentions		Broker Non-Votes
19,574,721		442,495		59,671		-

Item 8.01 Other Events.

On February 2, 2026, the Company issued a press release announcing the election of two new directors at its special meeting of stockholders held on January 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
99.1		Press Release, dated February 2, 2026
104		The cover page from this Current Report on Form 8-K, formatted in 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: February 2, 2026	Tharimmune, Inc.
	/s/ Mark Wendland
	Mark Wendland
	Chief Executive Officer

FAQ

What did Tharimmune (THAR) stockholders approve at the January 30, 2026 special meeting?

Tharimmune stockholders approved several proposals, including electing two new directors and multiple equity issuance authorizations. They also approved expanding the 2023 Omnibus Equity Incentive Plan by 7,000,000 shares and authorized potential adjournments to solicit additional proxies if necessary.

Who was elected to the Tharimmune (THAR) board of directors at the special meeting?

Stockholders elected Jill E. Sommers and William Wiley to Tharimmune’s board. Sommers received 19,950,989 votes for and Wiley received 20,053,785 votes for, with minimal votes withheld and no broker non-votes reported for the director election proposal.

How many shares were represented at Tharimmune’s January 30, 2026 special meeting?

At the special meeting, 20,076,887 shares of Tharimmune common stock were represented in person (virtually) or by proxy. This equaled approximately 55.08% of the 36,444,785 shares outstanding on the December 3, 2025 record date, establishing a valid quorum.

What equity incentive plan change did Tharimmune (THAR) stockholders approve?

Stockholders approved an amendment to Tharimmune’s Amended and Restated 2023 Omnibus Equity Incentive Plan. The amendment increases the number of shares of common stock available for issuance under the plan by 7,000,000 shares, supporting future equity-based compensation grants.

What warrant and RSU-related share issuances did Tharimmune stockholders authorize?

Stockholders approved issuing common shares underlying Strategic Advisor Warrants and Cryptocurrency Pre-Funded Warrants tied to Canton Coin consideration. They also approved issuing Advisor RSUs and common shares upon settlement of those RSUs, which were granted to Tharimmune’s placement agent in the private placement.

Did Tharimmune (THAR) issue a press release about the special meeting results?

Yes. On February 2, 2026, Tharimmune issued a press release announcing the election of two new directors at the January 30, 2026 special meeting. The press release is filed as Exhibit 99.1 and incorporated by reference in the current report.