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

Rhea-AI Filing Summary

Nancy Davis Rickel, a director of Tharimmune, Inc. (THAR), filed an initial Form 3 disclosing ownership of 50,000 stock options granted on 08/04/2025. The options are exercisable into common stock at an exercise price of $1.33 per share, with 25,000 shares vesting immediately and 25,000 vesting on 08/04/2026. The filing is signed by Ms. Rickel on 08/29/2025 and was filed as an individual Form 3.

Positive

• Director-level ownership disclosed: Nancy Davis Rickel reported beneficial ownership via a stock option grant of 50,000 options.
• Clear vesting schedule provided: 25,000 options vested on grant date and 25,000 vest on 08/04/2026, giving transparency on timing of potential ownership.

Negative

• None.

Insights

Financial Analyst

TL;DR: Director granted 50,000 options at $1.33, half vesting immediately, signaling initial equity stake without further context on dilution.

The Form 3 shows a director-level equity grant of 50,000 options exercisable into common stock at $1.33 per share, dated 08/04/2025. Immediate vesting of 25,000 shares provides present beneficial ownership, while the remaining 25,000 vest after one year, which phases the director's economic exposure. The disclosure is routine for initial insider reporting; materiality depends on total outstanding shares, which the filing does not provide.

Corporate Governance Expert

TL;DR: Standard Section 16 disclosure for a director grant; documents ownership and vesting schedule but lacks context on grant approval.

The filing documents compliance with Section 16 reporting for an insider grant. It specifies the grant date, exercise price, and a clear vesting split (25,000 immediate; 25,000 on 08/04/2026). The form does not include information about board approval, option plan terms, or potential restrictions, so governance implications are limited to the disclosed facts.

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^*

Rickel Nancy Davis

(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)
08/04/2025

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

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

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

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)

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 Options	(1)	08/04/2035	Common Stock	50,000	$1.33	D

Explanation of Responses:

1. 25,000 of the stock options vest on date of grant and 25,000 vest on August 4, 2026.

	/s/ Nancy Davis Rickel	08/29/2025
	** 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

What did Nancy Davis Rickel disclose on the Form 3 for THAR?

She disclosed ownership of 50,000 stock options granted 08/04/2025, exercisable at $1.33 per share, with 25,000 vested on grant and 25,000 vesting 08/04/2026.

What is the exercise price and grant date of the options reported for THAR?

The options were granted on 08/04/2025 with an exercise price of $1.33 per share.

Did the Form 3 indicate whether the filing was individual or joint for THAR?

Yes; the filing indicates it was submitted by one reporting person (individual).

When was the Form 3 signed and filed by the reporting person?

The form contains the signature of Nancy Davis Rickel dated 08/29/2025.

What portion of the reported options vested immediately?

25,000 of the 50,000 options vested on the grant date per the filing.