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Tharimmune, Inc. 8-K Filings

THAR NASDAQ

Every 8-K that Tharimmune, Inc. (THAR) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow THAR and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full THAR filings page.

Rhea-AI Summary

Canton Strategic Holdings reported its first full-year results since adopting a Canton Network–focused digital asset strategy. The company raised $545 million in a November 2025 private placement to build a large Canton Coin (CC) treasury and support its role on the Canton Network.

As of December 31, 2025, Canton Strategic held 3,339,569,946 CC with a fair value of $501,760,369 and had $17 million in cash, but has not recognized any revenue since inception. Operating expenses rose to $20.1 million in 2025 from $12.4 million in 2024, driven by the digital asset transition and $6 million of non-recurring compensation.

The company recorded an unrealized loss on digital assets of $22.0 million, contributing to a 2025 net loss of $35.9 million, or ($1.12) per diluted share, versus a $12.2 million loss, or ($9.41), in 2024. It reported an accumulated deficit of $72.8 million. Early 2026 steps included a $55 million underwritten equity offering, an at-the-market program, and approval to operate as a Super Validator on a network processing over one million daily transactions and more than $9 trillion in monthly volume.

Rhea-AI Summary

Canton Strategic Holdings, Inc. entered into an amended and restated at-the-market sales agreement with Clear Street LLC and Virtu Americas LLC to sell shares of its common stock from time to time. The agreement provides for an aggregate gross sales price of up to $300,000,000 of common stock, excluding shares previously sold under the prior agreement.

Sales will be made under the company’s effective Form S‑3 shelf registration and related prospectus supplement, through at-the-market transactions, negotiated deals or block trades, as permitted by law. The sales agents will use commercially reasonable efforts, earn commissions of up to 3.00% of gross proceeds, and either party can suspend or terminate the offering.

Rhea-AI Summary

Canton Strategic Holdings, Inc. reported that its Chairman and Chief Executive Officer, Mark Wendland, has been elected to the Board of Directors of the Canton Foundation. This is described as underscoring the company’s leadership role in helping accelerate institutional adoption of the Canton Network.

The Canton Foundation is the independent governance body overseeing operation, standards, the validator framework, and policies related to the Global Synchronizer and broader Canton Network operations. With Wendland joining 17 existing Board members from major global financial institutions, Canton Strategic Holdings also becomes a Premier Member of the Foundation, deepening its alignment with the Foundation’s mission to support growth and governance of the Canton Network.

Rhea-AI Summary

Canton Strategic Holdings, Inc., formerly Tharimmune, Inc., has completed a corporate rebrand to align with its digital asset treasury strategy focused on the Canton Network. The company changed its legal name and amended its charter and bylaws, and its NASDAQ ticker is moving from “THAR” to “CNTN” effective February 18, 2026.

The press release highlights that the company was established in November 2025 through a $545 million private placement and is pursuing value creation via Canton Coin acquisition, operating a Super Validator, and investing in applications that support institutional adoption of the Canton Network. Recent milestones include approval as a Super Validator, additions of institutional leaders such as former CFTC Commissioner Jill Sommers and DRW Chief of Staff William Wiley to the board, and closing a $55 million underwritten registered offering to fund further growth. The company also continues to operate clinical-stage biotech research and development alongside its digital asset activities.

Rhea-AI Summary

Tharimmune, Inc. appointed Angela Dominy Radkowski as Chief Operating Officer effective February 5, 2026, under an employment agreement providing a $300,000 annual base salary and an annual cash bonus target of $100,000, plus potential time- and performance-based equity awards.

The Board also elected CEO Mark Wendland as Chairman, with former Chairman Vincent LoPriore remaining on the Board, and refreshed its Audit, Compensation, and Nominating & Corporate Governance committee memberships. Nasdaq notified the company on February 2, 2025 that it had regained compliance with the Board Independence Rule after electing two independent directors on January 30, 2026.

Rhea-AI Summary

Tharimmune, Inc. held a virtual special meeting of stockholders on January 30, 2026, with 20,076,887 shares, or approximately 55.08% of eligible common stock, represented to constitute a quorum. Stockholders elected two new directors, Jill E. Sommers and William Wiley, both receiving strong majority support.

Stockholders approved the issuance of common shares underlying Strategic Advisor Warrants, Cryptocurrency Pre-Funded Warrants issued for Canton Coin consideration in a private placement, and Advisor RSUs and related common shares issued to the placement agent. They also approved an amendment to the 2023 Omnibus Equity Incentive Plan to increase available shares by 7,000,000, and authorized potential adjournments of the meeting if needed. The company later issued a press release announcing the new director elections.

Rhea-AI Summary

Tharimmune, Inc. filed a current report to highlight a corporate update. On January 26, 2026, the company issued a press release announcing its role as a Super Validator on the Canton network, signaling an operational development related to that blockchain platform. The press release is provided as Exhibit 99.1 to this report and is incorporated by reference, giving readers access to more detail on Tharimmune’s new role.

Rhea-AI Summary

Tharimmune, Inc. entered an underwriting agreement with Clear Street LLC for an underwritten registered offering to a single institutional investor. The deal covers 1,800,000 shares of common stock at $2.92 per share and pre-funded warrants to purchase up to 17,000,000 shares, priced just below the common share price. The underwriter will buy at discounted prices, and gross proceeds to Tharimmune are expected to be approximately $55 million before fees and expenses.

The company plans to use the cash primarily to expand and develop its Canton-centric digital asset treasury strategy and for general working capital. Tharimmune also updates investors on its at-the-market program, noting it can sell up to $64,910,161 of common stock and has received $7,147,829 in gross proceeds as of January 16, 2026. A related press release announced the closing of the offering.

Rhea-AI Summary

Tharimmune, Inc. filed a current report describing a recent capital markets development. The company announced that it issued a press release on January 20, 2026, detailing the pricing of a registered offering of its securities. The press release is included as an exhibit to the report and is incorporated by reference, indicating that key terms of the offering are set out in that accompanying document.

Rhea-AI Summary

Tharimmune, Inc. reported that on January 9, 2026 it received a notice from Nasdaq that the company is not in compliance with Nasdaq Listing Rule 5605, which requires that a majority of its Board of Directors be independent. The noncompliance followed the November 6, 2025 resignations of Nancy Davis and Sanam Parikh and the election of Mark Wendland, which left one Board vacancy.

Nasdaq granted a cure period lasting until the earlier of the next annual shareholders’ meeting or November 6, 2026, or if that meeting occurs before May 5, 2026, then until May 5, 2026. Tharimmune plans to address the issue at a special shareholders’ meeting on January 30, 2026, where it will seek approval to elect two additional independent directors, and it expects that a majority of its Board will be independent after that meeting.

Rhea-AI Summary

Tharimmune, Inc. appointed Jacob Asbury, 52, as its new Chief Financial Officer effective December 10, 2025, replacing interim CFO Sireesh Appajosyula, who will continue as Chief Executive Officer of subsidiary Gravitas Life Sciences, Inc. The company states there are no special arrangements, family relationships, or related-party transactions tied to Asbury’s appointment.

Under his employment agreement, Asbury will receive a $300,000 annual base salary and will be eligible for a cash-based performance bonus with a $100,000 target, plus potential equity awards at the Board’s discretion. His employment is at will. If he resigns for “good reason” or is terminated without “cause,” he is entitled to accrued pay and benefits plus 12 months of base salary, subject to a release of claims and other standard restrictive covenants.

Rhea-AI Summary

Tharimmune, Inc. appointed Sireesh Appajosyula as interim Chief Financial Officer. The Board made the appointment on November 7, 2025, with the interim term set not to extend beyond December 31, 2025. The company stated that Mr. Appajosyula’s previously disclosed employment agreement with Tharimmune remains in effect. This is a leadership continuity move while the company finalizes its longer‑term finance leadership plans.

Rhea-AI Summary

Tharimmune, Inc. entered an at-the-market Sales Agreement to sell shares of common stock with an aggregate offering price of up to $64,910,161 under its existing Form S-3 shelf. Clear Street LLC and President Street Global LLC will act as sales agents.

The company filed a prospectus supplement on November 6, 2025. Sales may occur from time to time via at-the-market transactions, negotiated deals, or block trades, and neither party is obligated to sell; the program can be suspended or terminated upon notice. The agents will receive commissions of up to 3.00% of aggregate gross proceeds, and Tharimmune agreed to reimburse up to $75,000 of certain legal expenses, plus ongoing legal costs. The company also announced, via press release, the closing of a private placement.

Rhea-AI Summary

Tharimmune, Inc. closed private placements of common stock and pre-funded warrants, issuing 25,966,048 shares and 151,456,115 pre-funded warrants at $3.075 per share (pre-funded at $3.075 less $0.0001), raising approximately $545 million in gross proceeds.

The company plans to use proceeds to establish its Canton Coin treasury and fund operations. Purchasers agreed to lock-ups until a resale registration statement is declared effective. Tharimmune will also issue Strategic Advisor Warrants equal to 5.00% of fully diluted common stock at a $0.001 exercise price.

Leadership changes accompanied the financing: Mark Wendland was appointed Chief Executive Officer and director, and Mark Toomey became President. Two directors, Nancy Davis and Sanam Parikh, resigned, stating no disagreements. Former CEO Sireesh Appajosyula will lead subsidiary Gravitas Life Sciences. Employment agreements include base salaries of $500,000 and defined bonus/severance terms, plus potential RSU grants of 1.0% (Wendland) and 0.9% (Toomey) following the PIPE closing.

Rhea-AI Summary

Tharimmune, Inc. announced private financing arrangements with accredited investors. The company entered into securities purchase agreements for a cash private placement of common stock at $3.075 per share and/or pre-funded warrants priced at $3.075 less $0.0001 per pre-funded warrant. A separate cryptocurrency private placement will issue pre-funded warrants at the same economic terms.

Contemporaneously, Tharimmune will issue Strategic Advisor Warrants equal to 5.00% of the aggregate number of shares sold in the offering on a fully diluted basis, with a nominal exercise price of $0.001. Purchasers agreed to lock up applicable common shares and pre-funded warrant shares until a resale registration statement is declared effective. The company also furnished an investor presentation as Exhibit 99.1.

Rhea-AI Summary

Tharimmune entered securities purchase agreements for private placements of common stock and pre-funded warrants. Cash purchasers will buy shares at $3.075 per share and/or pre-funded warrants priced at $3.075 less $0.0001 per warrant, payable in U.S. dollars. A separate group will purchase pre-funded warrants using Canton Coin (CC) at the same price; these crypto-funded warrants are exercisable only after shareholder approval.

Cash pre-funded warrants are immediately exercisable at $0.0001 per share, subject to beneficial ownership limits. The company expects closing on or about November 6, 2025, and will use up to $6 million of existing cash plus $6 million from closing for historical operations, with the balance for expenses and to acquire CC and implement a CC treasury strategy. Tharimmune will file a resale registration within 30 days of closing; lock-ups release in thirds on the registration effective date, +90 days, and +180 days. If shareholder approval is not obtained by May 13, 2026, CC contributed for the crypto warrants will be returned and those warrants will terminate. Strategic advisors will receive warrants equal to 5% of the fully diluted shares sold in the offering, exercisable at $0.001 after registration effectiveness or shareholder approval.

Rhea-AI Summary

Tharimmune, Inc. (THAR) filed a Form 8-K disclosing a corporate governance update. The filing includes a Certificate of Amendment to the Certificate of Incorporation, dated October 10, 2025, furnished as Exhibit 3.1.

The excerpt does not specify the substance of the amendment, and there are no financial results, transactions, or guidance changes disclosed here. The document is signed by Chief Executive Officer Sireesh Appajosyula. Without the amendment’s details, potential effects on shareholders—such as changes to share structure or corporate provisions—are not determinable from this text.

Rhea-AI Summary

Tharimmune, Inc. reported that stockholders approved several key proposals at a special meeting on October 9, 2025. Investors authorized the board to amend the certificate of incorporation to increase the total number of common shares the company is allowed to issue from 250,000,000 to a range between 500,000,000 and 1,000,000,000, with the exact level and timing left to the board’s discretion any time before October 9, 2026.

Stockholders also approved an amendment to the Amended and Restated 2023 Omnibus Equity Incentive Plan, raising the pool of common shares reserved for equity awards to 2,000,000 shares from 792,602 shares. In addition, they approved a proposal allowing the company to issue securities in one or more non-public offerings consistent with Nasdaq Marketplace Rules 5635(a) and 5635(d), giving the company flexibility to raise capital through private transactions if it chooses.

Rhea-AI 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.

Rhea-AI Summary

Tharimmune, Inc. reported that its Compensation Committee approved higher pay and severance protections for its top two executives. The base salary for CEO Sireesh Appajosyula and Executive Chairman Vincent LoPriore was each increased by $100,000 to $385,000 annually.

The Committee also enhanced their change-of-control benefits. If either executive is terminated within twelve months after a change of control, their severance will rise from two times to three times base salary and target bonus, strengthening their contractual protections in a potential sale or merger scenario.

Rhea-AI Summary

Tharimmune, Inc. reported that it has regained compliance with Nasdaq listing requirements related to stockholders’ equity. On September 5, 2025, the company received a letter from Nasdaq confirming that, based on a filing showing stockholders’ equity of $6,876,335 as of August 31, 2025, it meets Nasdaq Listing Rule 5550(b)(1). Nasdaq stated that the compliance matter is now closed, meaning Tharimmune’s common stock continues to qualify for listing on The Nasdaq Stock Market.

Rhea-AI Summary

Tharimmune, Inc. entered into a securities purchase agreement for a registered direct offering of $5.35 million of its securities. The deal covers 1,188,888 shares of common stock (or common stock equivalents) at a price of $4.50 per share, using an existing shelf registration statement on Form S-3.

The company appointed President Street Global, LLC and RF Lafferty & Co., Inc. as exclusive co-placement agents and agreed to pay them a 10.0% cash fee on the aggregate gross proceeds. The offering, which includes shares underlying pre-funded warrants, is expected to close on August 27, 2025 subject to customary conditions.

Rhea-AI Summary

Tharimmune, Inc. entered into a securities purchase agreement for a registered direct offering of its common stock. The company agreed to sell 1,188,888 shares of common stock (or common stock equivalents) at $4.50 per share, for total securities of $5.35 million, under an effective shelf registration statement on Form S-3.

The shares are being offered through a prospectus supplement and base prospectus filed with the SEC, and the offering is expected to close on August 27, 2025, subject to customary closing conditions. Tharimmune engaged President Street Global, LLC and RF Lafferty & Co., Inc. as exclusive co-placement agents and agreed to pay them a 10.0% cash fee on the aggregate gross proceeds from the sale.

Rhea-AI Summary

Tharimmune, Inc. (Nasdaq: THAR) filed a Form 8-K disclosing that Board member Kelly Anderson resigned, effective June 22, 2025, citing personal reasons. The filing, signed by CEO Sireesh Appajosyula on June 24, 2025, contains no indication of disagreement with management or issues related to the company’s operations, policies, or practices. No replacement director or related compensatory arrangements were announced. Aside from this governance change, the 8-K includes no financial data, strategic updates, or other material transactions.

Rhea-AI Summary

Tharimmune, Inc. (THAR) filed an 8-K announcing a private placement financing agreement signed on 13 June 2025. The company will issue 1,551,351 common shares and several warrant classes to a group of accredited investors.

  • Pre-Funded Warrants: 137,838 shares, $0.001 exercise price, exercisable immediately until fully exercised.
  • Series A Warrants: 1,689,189 shares, $1.29 exercise price, exercisable six months after issuance; 5.5-year term.
  • Series B Warrants: 844,572 shares, $3.00 exercise price, exercisable six months after issuance; 5.5-year term.

The warrants include a 4.99% (optionally 9.99%) beneficial-ownership cap to limit post-exercise share concentration. Closing is expected on 20 June 2025, subject to customary conditions. Gross proceeds are estimated at approximately $2.5 million before placement-agent fees and offering expenses. Net proceeds are earmarked for clinical development programs and general working capital.

President Street Global acted as the exclusive placement agent. The securities purchase agreement and warrant forms are attached as Exhibits 10.1, 4.1, 4.2 and 4.3.