[Form 3] Tharimmune, Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Vincent S. LoPriore filed an Initial Statement of Beneficial Ownership (Form 3) reporting his positions with Tharimmune, Inc. (THAR). He is listed as a Director, 10% owner and Executive Chairman. The filing shows 732,424 shares of common stock held indirectly through Gravitas Capital LP and several derivative instruments: a 100,000 stock option (exercise price $1.33, 50,000 vested at grant, remainder vests 08/04/2026), 337,838 Series A warrants ($1.29), 168,918 Series B warrants ($3.00) and 443,806 Common Stock Purchase Warrants ($2.03). The reporting person disclaims beneficial ownership except to extent of pecuniary interest.

Positive

• Director and Executive Chairman roles: The filing confirms LoPriore holds senior leadership and board positions, aligning governance and oversight.
• Significant economic stake: Indirect ownership of 732,424 common shares through Gravitas Capital LP signals committed insider investment.
• Equity incentives disclosed: Options and warrants provide alignment between management and potential future company performance.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A director and executive chairman holds a sizable indirect stake and multiple warrants/options, aligning management with significant ownership.

The Form 3 discloses that Vincent S. LoPriore is both a director and the Executive Chairman and holds a substantial indirect position through Gravitas Capital LP, representing 732,424 common shares. The presence of sizable warrants and options increases potential future share dilution but also indicates committed economic exposure via the reporting person's investment vehicle. The disclaimer limits direct beneficial attribution to LoPriore beyond pecuniary interest, a common structure when holdings are through an entity.

Securities Analyst

TL;DR: Reporting shows concentrated insider ownership and convertible instruments that could convert into material equity over time.

The filing lists a 100,000-share option (50,000 vested at grant) and combined warrants totaling 950,562 underlying shares across three warrant series with exercise prices from $1.29 to $3.00. If exercised, these instruments could meaningfully increase outstanding common shares, affecting ownership percentages. The Form 3 is a routine disclosure of initial beneficial ownership and does not include transaction dates beyond the event date of 04/09/2025 for reporting purposes.

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

LoPriore Vincent S

(Last) (First) (Middle)

C/O THARIMMUNE, INC.

34 SHREWSBURY AVE., SUITE 1C

(Street)

RED BANK NJ 07701

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/09/2025

3. Issuer Name and Ticker or Trading Symbol
Tharimmune, Inc. [ THAR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	732,424	I	By Gravitas Capital LP(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(2)	08/04/2035	Common Stock	100,000	$1.33	D
Series A Warrants (right to buy)	12/20/2025	12/20/2030	Common Stock	337,838	$1.29	I	See Footnote(1)
Series B Warrants (right to buy)	12/20/2025	12/20/2030	Common Stock	168,918	$3	I	See Footnote(1)
Common Stock Purchase Warrants	06/09/2025	06/09/2030	Common Stock	443,806	$2.03	I	See Footnote(1)

Explanation of Responses:

1. The reported shares are owned directly by Gravitas Capital LP, a limited partnership of which Gravitas Capital Partners LLC is the sole general partner. The reporting person is the managing member of Gravitas Capital Partners LLC. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.

2. 50,000 of the options vest on date of grant and 50,000 vest on August 4, 2026.

	/s/ Vincent S. LoPriore	08/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.

FAQ

Who filed the Form 3 for THAR and what roles do they hold?

The Form 3 was filed by Vincent S. LoPriore, who is listed as a Director, 10% owner and Executive Chairman of Tharimmune, Inc.

How many shares does the reporting person beneficially own according to the Form 3?

The filing reports 732,424 shares of common stock owned indirectly through Gravitas Capital LP.

What derivative securities are disclosed in the Form 3 for THAR?

Disclosed derivatives include a 100,000-share stock option ($1.33), 337,838 Series A warrants ($1.29), 168,918 Series B warrants ($3.00), and 443,806 Common Stock Purchase Warrants ($2.03).

Are any of the options vested and what is the vesting schedule?

Yes. Of the 100,000 stock options, 50,000 vested on the date of grant and 50,000 vest on 08/04/2026.

Does the reporting person claim direct beneficial ownership of the reported securities?

The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest, because the shares are owned by Gravitas Capital LP.