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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) August 26, 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
1.01 Entry into a Material Definitive Agreement.
On
August 26, 2025, Tharimmune, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) in relation to a registered direct offering (the “Offering”) with certain purchasers, under the Shelf Registration
Statement (as defined below), of $5.35 million of the Company’s securities (the “Securities”), consisting of
1,188,888 shares of Common Stock, par value $0.0001 per share (or common stock equivalents) at a price of $4.50 per share of Common
Stock.
In
relation to the Offering, a shelf registration statement on Form S-3 (File No. 333-270684, the “Shelf Registration Statement”)
relating to the securities being offered in the Offering was previously filed with the U.S. Securities and Exchange Commission (the “SEC”)
and became effective on March 24, 2023. The shares of Common Stock (or common stock equivalents) are being offered only by means of a
prospectus supplement and the accompanying prospectus filed with the SEC.
The
Offering is expected to close on August 27, 2025, subject to customary closing conditions.
Pursuant
to a placement agency agreement dated as of August 26, 2025 (the “Placement Agency Agreement”), the Company engaged President
Street Global, LLC and RF Lafferty & Co., Inc. (collectively, the “Placement Agents”) to act as the exclusive co-placement
agents in connection with the Offering. The Company has agreed to pay the Placement Agents a cash fee equal to 10.0% of the aggregate
gross proceeds from the sale of the securities.
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:
August 26, 2025 |
Tharimmune,
Inc. |
| |
|
| |
/s/
Sireesh Appajosyula |
| |
Sireesh
Appajosyula |
| |
Chief
Executive Officer |
