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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 |
