[8-K] Tharimmune, Inc. Reports Material Event

Rhea-AI Filing Summary

On 31 Jul 2025, SKYX Platforms Corp. (Nasdaq: SKYX) filed a Form 8-K to furnish (not file) a press release dated the same day (Exhibit 99.1). The release contains preliminary, unaudited revenue for Q2 2025 (three months ended 30 Jun 2025) and a general business update, but no numerical figures are included in the 8-K itself.

Management emphasizes that the numbers remain subject to normal closing, internal review and external audit; final results could differ materially. Item 8.01 incorporates the Item 2.02 disclosure, and the exhibit is excluded from Section 18 liability because it is furnished. No other material events, transactions, or guidance changes are reported. Investors must await the forthcoming Form 10-Q for definitive financial statements.

Insights

Financial Analyst

TL;DR: SKYX furnishes Q2 prelim revenue press release; no metrics, thus neutral impact.

The 8-K merely notifies investors that a press release with unaudited Q2 2025 revenue has been issued. Because the filing omits actual figures, it offers little basis for valuation adjustment. The disclosure’s “furnished” status limits legal liability and signals that management will release audited numbers in the upcoming 10-Q. Absent quantitative detail, I view the market impact as neutral; catalysts will hinge on the eventual revenue magnitude and margin commentary.

Risk Analyst

TL;DR: Preliminary data may change; investors face revision risk but no immediate red flags.

The company warns that preliminary results could be materially adjusted during the close and audit. While common, this caveat highlights potential volatility if final numbers disappoint. However, the filing discloses no adverse events, compliance issues, or liquidity concerns. Overall disclosure risk is low and typical for a furnished 8-K; classification: not impactful until figures surface.

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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) July 25, 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 1.01 Entry into a Material Definitive Agreement

On July 25, 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) 641,190 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 103,490 shares of the Company’s Common Stock at an exercise price of $0.001 per share, (iii) common warrants (the “Common Warrants”) to purchase up to 744,680 shares of the Company’s Common Stock, at an exercise price of $1.52 per share of Common Stock, at the price of $1.645 for each one share of Common Stock (or Pre-Funded Warrant) and Common Warrant purchased pursuant to the Purchase Agreement.

The Common Warrants are exercisable six months from the date of issuance and have a term of exercise equal to seven 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 Common 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 occurred on July 31, 2025, subject to the satisfaction of customary closing conditions.

The gross proceeds to the Company from the Private Placement are expected to be $1,225,003, 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 Common 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 Common Warrant, which are attached hereto as Exhibits 10.1, 4.1, and 4.2, respectively.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Form of Pre-Funded Warrant
4.2		Form of Common 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: July 31, 2025	Tharimmune, Inc.
	/s/ Sireesh Appajosyula
	Sireesh Appajosyula
	Chief Executive Officer

FAQ

What did SKYX (SKYX) announce in its 8-K dated July 31, 2025?

The company furnished a press release with preliminary, unaudited Q2 2025 revenue and a business update.

Are the preliminary Q2 2025 revenue figures included in the 8-K?

No. The filing references the figures but does not disclose actual amounts.

When will SKYX publish final Q2 2025 financial statements?

Final numbers are expected in the company’s upcoming Form 10-Q for the period ending June 30, 2025.

What exhibit number contains the press release?

The press release is filed as Exhibit 99.1 to the Form 8-K.

Does the furnished press release carry Section 18 liability?

No. Because it is furnished, not filed, it is exempt from Section 18 liability under the Exchange Act.