Tharimmune (THAR) accelerates exercisability on 3.41M-share warrant package

Rhea-AI Filing Summary

Tharimmune, Inc. entered into a new agreement that changes how certain existing warrants work. On October 1, 2025, the company amended warrants held by investors that are exercisable for an aggregate 3,408,110 shares of common stock. The amendment makes these warrants immediately exercisable, meaning holders can now convert them into common shares without waiting for any future vesting or timing conditions.

This change does not create new warrants, but updates the terms on existing ones. The eventual impact will depend on how many warrant holders choose to exercise and convert their rights into common stock.

Insights

Capital structure and securities analyst

Tharimmune accelerates exercisability on 3.41M-share warrants, affecting potential equity overhang.

Tharimmune, Inc. amended outstanding warrants on October 1, 2025 so they are now immediately exercisable for an aggregate of 3,408,110 common shares. This is a structural change to existing securities rather than a new issuance, but it clarifies when warrant holders can choose to convert their rights into equity.

The change concentrates potential warrant exercises into the near term, which may influence the timing of any future share issuances tied to these instruments. Actual effects on the share count will depend on holder decisions and market conditions; the amendment itself simply updates the exercisability terms disclosed here.

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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 1, 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 October 1, 2025, Tharimmune, Inc. entered into a warrant amendment with the holders of warrants to purchase an aggregate 3,408,110 shares of common stock to amend such warrants to make them immediately exercisable.

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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 6, 2025	Tharimmune, Inc.
	/s/ Sireesh Appajosyula
	Sireesh Appajosyula
	Chief Executive Officer

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FAQ

What did Tharimmune (THAR) disclose in its latest 8-K filing?

Tharimmune, Inc. reported that on October 1, 2025 it entered into a warrant amendment with certain holders of its warrants, changing the terms so those warrants become immediately exercisable.

How many Tharimmune shares are covered by the amended warrants?

The amended warrants held by investors relate to an aggregate 3,408,110 shares of Tharimmune common stock that can now be purchased upon exercise.

What specific change was made to Tharimmunes warrants?

Tharimmune amended existing warrants to make them immediately exercisable, allowing holders to convert their warrants into common stock without any remaining delay under the prior terms.

Does the Tharimmune 8-K indicate new warrants were issued?

The disclosure states that Tharimmune worked with the holders of existing warrants and amended those instruments; it describes a change in exercisability terms rather than the creation of new warrants.

When was the Tharimmune warrant amendment signed and by whom was the report executed?

The warrant amendment was entered into on October 1, 2025, and the report was later signed on behalf of Tharimmune, Inc. by Sireesh Appajosyula, Chief Executive Officer.