[D] Tharimmune, Inc. SEC Filing

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC is offering $1.08 million of Auto Callable Contingent Interest Notes linked to the common stock of Merck & Co., Inc. (MRK). The unsecured notes price on 2 July 2025, settle on or about 8 July 2025 and mature on 7 January 2027 unless automatically called earlier.

Interest mechanics: Investors receive a Contingent Interest Payment of $9.9167 per $1,000 note (11.90% p.a., paid monthly) for each Review Date on which MRK’s closing price is at least 65 % of the Initial Value ($53.5535). If the price is below that level, the coupon for that period is forfeited.

Automatic call: Beginning with the 9th Review Date (2 Apr 2026), the notes are redeemed at par plus the current coupon if MRK closes at or above the Initial Value ($82.39) on any subsequent Review Date (except the final one). Early call shortens the investment to as little as nine months.

Principal repayment: • If not called and MRK’s Final Value ≥ 65 % of the Initial Value, investors receive par plus the final coupon.
• If the Final Value is < 65 %, repayment is $1,000 + ($1,000 × Stock Return), exposing investors to full downside below the 35% buffer, with potential total loss of principal.

Pricing & fees: The public offering price equals par; affiliated advisory accounts forgo commissions. The estimated value is $978.80 per $1,000, reflecting structuring and hedging costs. Minimum denomination is $1,000; CUSIP 48136EU52.

Key risks highlighted: loss of principal, non-payment of interest, issuer/guarantor credit risk, early-call reinvestment risk, lack of secondary-market liquidity, valuation discount to issue price and limited upside (investors do not participate in any MRK appreciation beyond coupons).

Insights

Structured Products Analyst

TL;DR — 11.9 % coupon with 35 % downside buffer; early call likely; limited upside.

The note offers an above-market 11.9% annualised contingent coupon versus MRK equity risk. Investors are protected only down to 65 % of the initial MRK price, after which losses mirror the stock. The automatic-call feature caps duration and total return once MRK trades at or above its initial level after nine months, making the effective yield path-dependent. The issuer’s estimated value is 2.1 % below issue price, signalling an immediate mark-to-market discount. Liquidity is dealer-driven and the notes are unlisted. Overall, the structure suits yield-seeking accounts comfortable with single-stock risk and credit exposure to JPMorgan, but upside is limited to cumulative coupons.

Portfolio Risk Manager

TL;DR — Attractive income, but high idiosyncratic and liquidity risk; neutral impact.

The 35 % buffer appears generous relative to MRK’s historical volatility, yet single-name exposure raises concentration risk. Automatic call can truncate income streams, creating reinvestment challenges in lower-rate environments. The absence of listing plus the internal funding rate discount mean secondary sales could realise material losses. From a portfolio perspective, the product may complement fixed income in a low-rate setting, but sizing should reflect the possibility of 100 % loss if MRK collapses alongside a JPM credit event. Impact on JPM shareholders is negligible; for investors, risk-reward is balanced, hence a neutral rating.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001861657

Tharimmune, Inc

Hillstream BioPharma Inc.

Hillstream BioPharma, Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Tharimmune, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Tharimmune, Inc.
Street Address 1		Street Address 2
34 SHREWSBURY AVENUE
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
RED BANK	NEW JERSEY	07701	(732) 889-3111

3. Related Persons

Last Name	First Name	Middle Name
Appajosyula	Sireesh
Street Address 1	Street Address 2
34 Shrewsbury Avenue
City	State/Province/Country	ZIP/PostalCode
Red Bank	NEW JERSEY	07701

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer

Last Name	First Name	Middle Name
LoPriore	Vincent
Street Address 1	Street Address 2
34 Shrewsbury Avenue
City	State/Province/Country	ZIP/PostalCode
Red Bank	NEW JERSEY	07701

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Executive Chairman

Last Name	First Name	Middle Name
Parikh	Sanam
Street Address 1	Street Address 2
34 Shrewsbury Avenue
City	State/Province/Country	ZIP/PostalCode
Red Bank	NEW JERSEY	07701

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Kahler	Clay
Street Address 1	Street Address 2
34 Shrewsbury Avenue
City	State/Province/Country	ZIP/PostalCode
Red Bank	NEW JERSEY	07701

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Stetz	Gary
Street Address 1	Street Address 2
34 Shrewsbury Avenue
City	State/Province/Country	ZIP/PostalCode
Red Bank	NEW JERSEY	07701

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Liddy	James	Gordon
Street Address 1	Street Address 2
34 Shrewsbury Avenue
City	State/Province/Country	ZIP/PostalCode
Red Bank	NEW JERSEY	07701

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	X Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-06-13				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
President Street Global, LLC	000318377
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
34 SHREWSBURY AVE.
City	State/Province/Country	ZIP/Postal Code
RED BANK	NEW JERSEY	07701
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
FLORIDA NEW JERSEY TEXAS

13. Offering and Sales Amounts

Total Offering Amount	$2,500,000	USD	or Indefinite
Total Amount Sold	$2,500,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

30

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$175,000	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

Represents a fee of 7% of the gross proceeds from the sale of securities.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Tharimmune, Inc.	/s/ Sireesh Appajosyula	Sireesh Appajosyula	Chief Executive Officer	2025-07-07

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.