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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) February 18, 2026
Canton
Strategic Holdings, 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)
Tharimmune,
Inc.
(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 Years.
On
February 18, 2026, Tharimmune, Inc. (the “Company”) changed its corporate name to “Canton Strategic Holdings,
Inc.,” pursuant to an amended and restated certificate of incorporation filed with the Delaware Secretary of State on February
9, 2026 (the “Name Change”). Pursuant to Delaware law, a shareholder vote was not necessary to effectuate the Name
Change and it does not affect the rights of the Company’s shareholders. The Company also amended and restated its bylaws on February
18, 2026 to reflect the Name Change and reflect the current size of the Board of Directors.
In
connection with the Name Change, the Company changed its trading symbol on the Nasdaq Capital Market for the Common Stock, from “THAR”
to “CNTN”. The trading symbol change is effective as of the open of trading on February 18, 2026 (the “Symbol Change”).
A
copy of the Company’s Certificate of Incorporation is attached hereto as Exhibit 3.1 and a copy of the Amended and Restated Bylaws
is attached hereto as Exhibit 3.2, and incorporated by reference.
Item
7.01 Regulation FD Disclosure.
The
Company issued a press release on February 17, 2026 announcing the Name Change and Symbol Change, a copy of which is attached hereto
as Exhibit 99.1 (the “Press Release”).
The
information furnished pursuant to this Item 7.01, including Exhibit 99.1, will not be deemed to be “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the
Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description
of Exhibit |
| 3.1 |
|
Amended and Restated Certificate of Incorporation. |
| 3.2 |
|
Amended and Restated Bylaws. |
| 99.1 |
|
Press Release, dated February 17, 2026. |
| 104 |
|
The
cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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:
February 18, 2026 |
Canton
Strategic Holdings, Inc. |
| |
|
| |
/s/
Mark Wendland |
| |
Mark
Wendland |
| |
Chief
Executive Officer |
Exhibit
99.1
CONFIDENTIAL
DRAFT
Tharimmune,
Inc. Announces Corporate Rebrand to Canton Strategic Holdings, Inc., Marking Milestone in Canton Network Digital Asset Treasury Strategy
New
NASDAQ Ticker Symbol “CNTN” to Begin Trading February 18, 2026
Company
Positioned to Support Institutional Adoption of First Privacy-Enabled Public Blockchain Processing $9 Trillion in Monthly Transaction
Volume
NEW
YORK, February 17, 2026 — Tharimmune, Inc. (NASDAQ: THAR) (the “Company”) the first publicly traded company to leverage
Canton Coin to support the Canton Network’s ability to digitize traditional financial markets, today announced the launch of a
corporate rebrand in alignment with its digital asset treasury strategy. Effective Wednesday, February 18, 2026, the Company will change
its name to Canton Strategic Holdings, Inc. In connection with the name change, the common stock of the Company will begin trading on
NASDAQ under the ticker symbol “CNTN” prior to market open on February 18, 2026.
Established
in November 2025 through a $545 million private placement, the Company executes a differentiated digital asset treasury strategy that
seeks to drive value through initiatives including Canton Coin acquisition, operation of a Super Validator, and continued investment
in applications that accelerate institutional utility and adoption of the Canton Network across capital markets. Canton Strategic Holdings
remains the first and only publicly traded company supported by the Canton Foundation.
“Since
launching our digital asset treasury strategy, we have continued to execute against a clear mandate to support institutional adoption
of the Canton Network,” said Mark Wendland, Chairman and CEO of the Company. “Our approval to operate a Super Validator on
the Network, the expansion of institutional leadership on our Board of Directors, and our commitment to develop quarterly ecosystem reporting
demonstrates our ability to strengthen the Canton ecosystem while delivering sustained value for shareholders.”
Significant
recent milestones for the Company include:
| ● | Securing
approval as a Super Validator, aligned with a commitment to provide ecosystem reports on
a quarterly basis. |
| ● | Deepening
institutional expertise on the Board of Directors, including recent appointments of Former
CFTC Commissioner Jill Sommers and DRW Chief of Staff William Wiley. |
| ● | Closing
of a $55 million underwritten registered offering to provide the Company with additional
growth capital for the continued expansion and development of its Canton-centric digital
asset treasury strategy. |
“From
DTCC securing SEC consent for a pilot to tokenize U.S. Treasury securities, to global enterprises implementing onchain payroll, the utility
of the Canton Network and its configurable privacy has quickly become the foundation for onchain financial rails,” continued Mr.
Wendland. “We are well-positioned to accelerate this modernization through our support of the Canton Network and strategic work
to strengthen the ecosystem while driving value for shareholders.”
No action is required from stockholders in connection
with the change of the Company’s corporate name or ticker symbol.
About
the Company
The
Company (NASDAQ: THAR), is the first publicly traded company to leverage Canton Coin and support the Canton Network to advance institutional
blockchain adoption and the digitization of financial markets. In addition to driving value through activities on the Canton Network,
the Company also operates clinical-stage biotech research and development. For more information, visit: www.cantonstrategic.com
Cautionary
Note Regarding Forward-Looking Statements
This
press release contains statements that constitute “forward-looking statements” within the meaning of U.S. federal securities
laws. Forward-looking statements are statements other than historical facts and include, without limitation, those regarding management
expectations, strategy execution, market conditions, and the Company’s involvement with the Canton Network. These statements are
based on current expectations and involve risks and uncertainties that may cause actual results to differ materially. Further information
regarding factors that may affect the Company’s prospects is included in its annual and quarterly reports filed with the U.S. Securities
and Exchange Commission, available at www.sec.gov. The Company undertakes no obligation to update these statements except as required
by law.
Canton
is a registered trademark of Digital Asset (Switzerland) GmbH. Digital Asset is not affiliated with, and has not sponsored or endorsed,
the operations of Canton Strategic Holdings, Inc.
Contacts
Media:
Gasthalter
& Co.
(212)
257-4170
canton@gasthalter.com
Investors:
ir@cantonstrategic.com
X:
@CantonStrategic
LinkedIn:
[linkedin.com/cantonstrategicholdings]
Website:
www.cantonstrategic.com
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