false
0001861657
0001861657
2025-11-03
2025-11-03
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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) November 3, 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)
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 Material Definitive Agreement
As
previously disclosed in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “Commission”)
on November 3, 2025, (i) Tharimmune, Inc. (the “Company) entered into securities purchase agreements (the “Cash Securities
Purchase Agreements”) with certain accredited investors (the “Cash Purchasers”) pursuant to which the Company
agreed to sell and issue to the Cash Purchasers in a private placement offering (the “Cash Offering”) an aggregate
offering of either shares (the “Cash Shares”) of common stock of the Company, par value $0.0001 per share (the “Common
Stock”) at an offering price of $3.075 per Cash Share (the “Per Share Cash Purchase Price”); and/or pre-funded
warrants (the “Cash Pre-Funded Warrants”) to purchase shares of the Common Stock (the “Cash Pre-Funded Warrant
Shares” and together with Cash Pre-Funded Warrants, the “Cash Securities”) at an offering price of the Per
Share Cash Purchase Price less $0.0001 per Cash Pre-Funded Warrant; (ii) the Company entered into securities purchase agreements (the
“Cryptocurrency Securities Purchase Agreements,” and together with the Cash Securities Purchase Agreements, the “Securities
Purchase Agreements”) with certain accredited investors (the “Cryptocurrency Purchasers,” and together with
the Cash Purchasers, the “Purchasers”) ) pursuant to which the Company agreed to sell and issue to the Cryptocurrency
Purchasers in a private placement (the “Cryptocurrency Offering,” and together with the Cash Offering, the “Offerings”)
pre-funded warrants (“Cryptocurrency Pre-Funded Warrants” and, together with the Cash Pre-Funded Warrants, the “Pre-Funded
Warrants”) to purchase shares of Common Stock (“Cryptocurrency Pre-Funded Warrant Shares” and, together
with the Cash Pre-Funded Warrant Shares, the “Pre-Funded Warrant Shares”) at an offering price of $3.075 less $0.0001
and (iii) contemporaneously with the sale of the Securities under the Securities Purchase Agreement, the Company will issue to
certain strategic advisors (the “Strategic Advisors,” and the Strategic Advisor that is party to the Strategic Advisor
Agreement (as defined below) the “Lead Strategic Advisor”) warrants to purchase shares of Common Stock (the “Strategic
Advisor Warrants”) equal to 5.00% of the aggregate number of shares of Common Stock of the Company on a fully diluted basis
(including all outstanding shares of Common Stock, and shares of Common Stock issuable pursuant to outstanding options, warrants and
other convertible securities) sold in such offering at an exercise price of $0.001, pursuant to a Strategic Advisor Agreement between
the Company and the Lead Strategic Advisor. In connection with the Securities Purchase Agreements, the Purchasers have agreed to agreed
not to sell, transfer, pledge, hedge, or otherwise dispose of any applicable Common Stock and Pre-Funded Warrant Shares until the resale
registration statement covering the shares of Common Stock and Pre-Funded Warrant Shares issued pursuant to the Securities Purchase Agreements
is declared effective, pursuant to lock-up agreements (the “Lock-up Agreements”).
The
closing of the Securities Purchase Agreements occurred on November 6, 2025 (the “Closing”). The Company issued 25,966,048
shares of Common Stock and 151,456,115 Pre-Funded Warrants to the Purchasers, raising gross proceeds of approximately $545 million. The
proceeds from the Cash Offering and the Cryptocurrency Offering, after payment of offering expenses, will be used to establish the Company’s
Canton Coin treasury and to fund the operations of the Company.
Item
5.02. Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
In
connection with the Offerings, on November 6, 2025, Nancy Davis and Sanam Parikh resigned as members of the board of directors. The resignations
were not a result of any disagreements with the Company on any matter relating to the Company’s operations, policies, or practices.
Additionally,
in connection with the Offerings, on November 6, 2025, Mark Wendland was appointed as Chief Executive Officer of the Company and as a
director of the Board and Mark Toomey was appointed as President of the Company. Messrs. Wendland and Toomey’s biographical information
is set forth below. Following Mr. Wendland’s appointment as Chief Executive Officer, Sireesh Appajosyula, the Company’s former
Chief Executive Officer, will remain with the Company as Chief Executive Officer of Gravitas Life Sciences, Inc., as subsidiary of the
Company.
Mark
Wendland
Mark
Wendland was appointed as Chief Executive Officer of the Company and as a director of the Board effective November 6, 2025. Prior
to that, Mr. Wendland served in various roles at DRW Holdings LLC, a proprietary trading firm, from July 2019 to June of 2025. Mr. Wendland
served as Partner from January 2023 to June 2025, Chief Operating Officer from September 2021 to June of 2025, and Global Treasurer from
July 2019 to September 2021. Prior to his time at DRW Holdings LLC, Mr. Wendland served as a Global Treasury Manager at Citadel LLC,
a hedge fund and financial services company from September 2003 to January 2019. Mr. Wendland received his B.S. in Business Administration
from Carroll College.
Mark
Toomey
Mark
Toomey was appointed as President of the Company effective November 6, 2025. Since March 2025, Mr. Toomey has served as the Managing
Director and Head of Business Development for Liberty City Ventures, a venture capital firm that focuses on investing in early-stage
blockchain and technology companies. Prior to his time at Liberty City Ventures, Mr. Toomey served as the Head of Distribution for Galaxy
Digital, a digital asset and artificial intelligence company, from March 2021 to March 2025. Prior to Galaxy Digital, Mr.
Toomey served as the Head of Pensions, Endowments and Foundations at J.P. Morgan from 2019 to March 2021. Prior to his
time at J.P. Morgan, Mr. Toomey served as the Managing Director and Head of Institutional Equity Derivatives at Goldman Sachs. Mr.
Toomey received his B.A. in American Studies from Syracuse University and his MBA from Georgetown University.
In
connection with Messrs. Wendland and Toomey appointments, the Company will enter into its standard form of indemnification agreement
for directors and officers with each director or officer, a copy of which is attached to this Current Report as Exhibit 10.5 and is incorporated
herein by reference. Pursuant to the terms of the indemnification agreement, the Company may be required, among other things, to indemnify
Messrs. Wendland and Toomey for expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred in
any action or proceeding arising out of his service to the Company.
Employment
Agreements
In
connection with the Closing, the Company entered into an employment agreement with Mr. Wendland setting forth the terms and conditions
of his employment with as the Company’s Chief Executive Officer (the “Wendland Employment Agreement”). Under the terms
of his employment agreement, Mr. Wendland is entitled to receive (i) an annual base salary of $500,000, subject to review and adjustment
by the Company from time to time, (ii) a one-time sign-on bonus of $150,000, (iii) eligibility for an annual performance-based cash bonus,(a)
for 2025, in a minimum amount equal to $125,000 and (b) for 2026, in an amount equal to $500,000, plus an additional amount as determined
by the Board, in its sole and absolutely discretion, with a target equal to $250,000, and (c) for calendar years after 2026, in an amount
determined by the Board in its sole and absolute discretion, in each case subject to continuous employment with the Company. Mr. Wendland
will also be eligible to receive a grant of time-based and performance-based restricted stock units equal to 1.0% of the Company’s
common stock on a fully diluted basis following the closing of the PIPE financing, subject to Board approval, vesting conditions established
by the Board (or its compensation committee) and other conditions. The agreement contains customary confidentiality, non-compete, non-solicitation,
and intellectual property provisions, and may be terminated by either party in accordance with its terms.
In
connection with the Closing, the Company entered into an employment agreement with Mr. Toomey setting forth the terms and conditions
of his employment as the President of the Company (the “Toomey Employment Agreement”). Under the terms of his employment
agreement, Mr. Toomey will be entitled to receive (i) an annual base salary of $500,000, subject to review and adjustment by the Company
from time to time, (ii) eligibility for an annual performance-based cash bonus(a) for 2025, in a minimum amount equal to $125,000, (b)
for 2026, in a minimum amount equal to $500,000, and (c) for calendar years after 2026, in an amount determined by the Board in its sole
and absolute discretion, subject to continuous employment with the Company. Mr. Toomey will also be eligible to receive a grant of time-based
and performance-based restricted stock units equal to 0.9% of the Company’s common stock on a fully diluted basis following the
closing of the PIPE financing, subject to Board approval, vesting conditions established by the Board (or its compensation committee)
and other conditions. The agreement contains customary confidentiality, non-compete, non-solicitation, and intellectual property provisions,
and may be terminated by either party in accordance with its terms.
The
employment agreements for Mr. Wendland and Mr. Toomey provide that in the event the executive terminates their employment for “good
reason” or the Company terminates their employment without “cause” (in each case defined in their employment agreement),
they are entitled to receive the following benefits, subject to their execution of a general release of claims in the Company’s
favor and obligations regarding solicitation, return of property, and restrictive covenants, non-solicitation of customers, non-solicitation
of employees, non-disparagement and the expiration of any applicable expiration period with respect to the release: (i) any base salary
earned through the date of termination; (ii) unpaid expense reimbursement in accordance with our policy; (iii) unused vacation and sick
leave that accrued through the date of termination in accordance with our policy; (iv) for Mr. Wendland, twelve (12) months of base salary;
provided, however, that if his employment is terminated by us without “cause” or if he terminates for “good reason”
prior to the date in calendar year 2027 that he is to be paid a bonus for his service in calendar year 2026, then the severance pay is
equal to $1,000,000; (v) for Mr. Toomey, twelve (12) months of base salary; (vi) for Mr. Toomey, an amount equal to any unpaid portion
of his 2025 bonus and 2026 bonus as of the date of termination; and (vi) if the executive terminates for “good reason” or
we terminate their employment without “cause” within twelve (12) months following a change in control (in each case defined
in their employment agreement), all unvested time-vesting conditions of the restricted stock unit awards accelerate and vest in full.
In
the event the executive voluntarily resigns other than for “good reason” (as such term is defined therein) or executive’s
employment is terminated by us for “cause,” (as such term is defined therein) such executive will be entitled to (i) any
base salary earned through the date of termination; (ii) unpaid expense reimbursement in accordance with our policy; and (iii) unused
vacation and sick leave that accrued through the date of termination in accordance with our policy.
The
foregoing summaries are do not purport to be complete and are qualified in their entirety by reference to the full text of the Wendland
Employment Agreement and the Toomey Employment Agreement, copies of which are filed as Exhibits 10.6 and 10.7, respectively, to this
Current Report and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description |
| 4.1 |
|
Form
of Cash Pre-Funded Warrant (incorporated by reference to the Company’s Current Report filed with the Commission on November
5, 2025) |
| 4.2 |
|
Form
of Cryptocurrency Pre-Funded Warrant (incorporated by reference to the Company’s Current Report filed with the Commission on
November 5, 2025) |
| 4.3 |
|
Form
of Strategic Advisory Warrant (incorporated by reference to the Company’s Current Report filed with the Commission on November
5, 2025) |
| 10.1 |
|
Form
of Cash Securities Purchase Agreement (incorporated by reference to the Company’s Current Report filed with the Commission
on November 5, 2025) |
| 10.2 |
|
Form
of Cryptocurrency Securities Purchase Agreement (incorporated by reference to the Company’s Current Report filed with the Commission
on November 5, 2025) |
| 10.3 |
|
Form
of Lock-up Agreement(incorporated by reference to the Company’s Current Report filed with the Commission on November 5, 2025) |
| 10.4 |
|
Strategic
Advisory Agreement (incorporated by reference to the Company’s Current Report filed with the Commission on November 5, 2025) |
| 10.5 |
|
Indemnification
Agreement |
| 10.6 |
|
Employment
Agreement between the Company and Mark Wendland |
| 10.7 |
|
Employment
Agreement between the Company and Mark Toomey |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| |
THARIMMUNE,
INC. |
| |
|
| Date:
November 6, 2025 |
By: |
/s/
Mark Wendland |
| |
|
Mark
Wendland |
| |
|
Chief
Executive Officer |
