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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) December 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 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
5.02 Departure of Directors or Certain Officers: Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
December 10, 2025, the Board of Directors (the “Board”) of Tharimmune, Inc. (the “Company”) appointed Jacob Asbury,
age 52, as Chief Financial Officer of the Company, effective December 10, 2025 (the “Effective Date”). Mr. Asbury will replace
Mr. Sireesh Appajosyula, who will step down from the role of Interim Chief Financial Officer and will continue to serve as the Chief
Executive Officer of Gravitas Life Sciences, Inc., a subsidiary of the Company. Mr. Appajosyula’s employment agreement will continue
and there will be no changes to the terms of the employment, other than his role.
Prior
to his appointment, Mr. Asbury served as Chief Financial Officer of Clear Street Group, Inc. from September 2021 to December 2023, after
which he led an independent advisory practice focused on financial systems implementation, reporting optimization, and process automation
from January 1, 2024 to date. Mr. Asbury also served as Chief Financial Officer of Performance Flight & Custom Jet Charters from
June 2020 to September 2021, and as Chief Financial Officer of Instinet Incorporated from 2010 to 2020. Mr. Asbury holds a bachelor’s
degree from the University of Vermont.
There
are no arrangements or understandings between Mr. Asbury and any other person pursuant to which Mr. Asbury was appointed to serve as
Chief Financial Officer of the Company. There are no family relationships between Mr. Asbury and any of the Company’s directors
or executive officers. Mr. Asbury has no direct or indirect material interest in any existing or currently proposed transaction that
would require disclosure under Item 404(a) of Regulation S-K.
In
connection with his appointment as Chief Financial Officer, the Company entered into an employment agreement with Mr. Asbury setting
forth the terms and conditions of his employment with the Company (the “CFO Employment Agreement”) dated December 10, 2025.
Under the terms of the CFO Employment Agreement, Mr. Asbury will be entitled to receive: (i) an annual base salary of $300,000, subject
to review and adjustment by the Company from time to time; and (ii) eligibility for an annual cash-based performance bonus, in an amount
determined by the Board in its sole and absolute discretion, with a target amount equal to $100,000, subject to continuous employment
with the Company. Mr. Asbury will also be eligible to receive grants of time-based and/or performance-based equity awards, in a form
and amount determined by the Board in its sole and absolute discretion, 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.
The
CFO Employment Agreement provides that Mr. Asbury’s employment is at will and may be terminated by either party at any time, with
or without cause or notice. The CFO Employment Agreement provides that in the event Mr. Asbury terminates his employment for “good
reason” (as defined in the CFO Employment Agreement) or the Company terminates his employment without “cause” (as defined
in the CFO Employment Agreement), he is entitled to receive the following benefits, subject to his 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; and (iv) twelve (12)
months of base salary.
In
the event Mr. Asbury voluntarily resigns other than for “good reason” (as defined in the CFO Employment Agreement) or his
employment is terminated by us for “cause” (as defined in the CFO Employment Agreement), he will be entitled to receive:
(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 description of the CFO Employment Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the CFO Employment Agreement, which is filed as Exhibit 10.1 and incorporated by reference herein.
Item
7.01. Regulation FD Disclosures.
On
December 12, 2025 the Company issued a press release announcing the appointment of Mr. Asbury as the Company’s new Chief Financial
Officer, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Exhibit
99.1 contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks,
uncertainties, and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events
that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking
statements.
The
information set forth under Item 7.01 of this Current Report on Form 8-K (“Current Report”), including Exhibit 99.1 attached
hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of
this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of
1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly
set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information
in this Current Report that is required to be disclosed solely by Regulation FD.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description
of Exhibit |
| 10.1# |
|
Employment Agreement with Jacob Asbury, dated December 10, 2025 |
| 99.1 |
|
Press Release, dated December 12, 2025 |
| 104 |
|
The
cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
| # |
Indicates
a management contract or any compensatory plan, contract or arrangement. |
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:
December 12, 2025 |
Tharimmune,
Inc. |
| |
|
| |
/s/
Mark Wendland |
| |
Mark
Wendland |
| |
Chief
Executive Officer |
