THAR 8-K: Exhibit 3.1 Certificate of Amendment filed

Rhea-AI Filing Summary

Tharimmune, Inc. (THAR) filed a Form 8-K disclosing a corporate governance update. The filing includes a Certificate of Amendment to the Certificate of Incorporation, dated October 10, 2025, furnished as Exhibit 3.1.

The excerpt does not specify the substance of the amendment, and there are no financial results, transactions, or guidance changes disclosed here. The document is signed by Chief Executive Officer Sireesh Appajosyula. Without the amendment’s details, potential effects on shareholders—such as changes to share structure or corporate provisions—are not determinable from this text.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Accepted by SEC EDGAR 10/10/2025 - 04:22 PM Learn about SEC filing dates

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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) October 10, 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 Ave., 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 10, 2025, Tharimmune, Inc. (the “Company”) filed a Certificate of Amendment (the “Amendment”) to its Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware pursuant to which it increased the total number of shares of Common Stock authorized for issuance thereunder from 250,000,000 shares to 1,000,000,000.

A copy of the Amendment effectuating the Reverse Split is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Amendment to Certificate of Incorporation, as amended, dated October 10, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

-2-

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: October 10, 2025	Tharimmune, Inc.
	/s/ Sireesh Appajosyula
	Sireesh Appajosyula
	Chief Executive Officer

-3-

FAQ

What did Tharimmune (THAR) report in its 8-K?

The company filed a Form 8-K noting a Certificate of Amendment to the Certificate of Incorporation dated October 10, 2025.

Which exhibit contains the charter amendment for THAR?

It is included as Exhibit 3.1.

Does the 8-K include financial results or guidance for THAR?

No. The excerpt contains no financial data, guidance, or transaction details.

Who signed the Tharimmune 8-K?

The filing is signed by Sireesh Appajosyula, Chief Executive Officer.

When is the amendment dated?

The amendment is dated October 10, 2025.

What is the impact of the amendment on THAR shareholders?

The excerpt does not specify the amendment’s content, so no impact can be determined from this text.