Welcome to our dedicated page for Tharimmune SEC filings (Ticker: THAR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Tharimmune, Inc. (NASDAQ: THAR) SEC filings page on Stock Titan aggregates the company’s official disclosures filed with the U.S. Securities and Exchange Commission, including its Current Reports on Form 8-K, proxy materials, and other registration documents. These filings provide primary-source detail on Tharimmune’s clinical-stage biotechnology programs and its Canton Coin-focused digital asset treasury strategy.
Recent Form 8-K filings describe material definitive agreements such as securities purchase agreements for private placements involving common stock and pre-funded warrants, as well as an at-the-market sales agreement for common stock. They also outline the structure and intended use of proceeds from offerings designed to support both Tharimmune’s historical biotech operations and the establishment of a Canton Coin treasury and related Canton Network participation.
Other 8-Ks and proxy materials detail corporate governance and compensation matters, including amendments to the certificate of incorporation to increase authorized common stock, changes to the omnibus equity incentive plan, and the appointment of key executives such as the Chief Executive Officer, President, and Chief Financial Officer. These documents specify employment agreement terms, severance provisions, and equity award structures for senior leadership associated with the company’s biotechnology and digital asset initiatives.
Investors can also use this page to access risk factor discussions related to Tharimmune’s Canton Coin strategy, as described in its filings, including risks tied to digital asset volatility, regulatory uncertainty, and liquidity considerations. Proxy statements provide additional context on share authorization proposals and future offering authorizations under Nasdaq rules.
Stock Titan enhances these filings with AI-powered summaries that highlight key terms, capital structure changes, and leadership updates, helping readers quickly interpret complex legal and financial language. From here, you can review Tharimmune’s 8-Ks, registration statements, and proxy materials, and use the platform’s tools to track insider-related disclosures and ongoing financing arrangements as they appear in the EDGAR feed.
Tharimmune, Inc. has called a virtual special stockholder meeting for January 30, 2026 to vote on board changes and significant equity-related actions. Stockholders will elect two new directors, regulatory veteran Jill Sommers and capital markets executive William Wiley, replacing James Gordon Liddy upon approval. The record date is December 3, 2025, when 36,444,785 common shares were outstanding and entitled to vote.
Investors are asked to approve issuances tied to several prior financings and advisory arrangements. These include shares issuable on exercise of Strategic Advisor Warrants equal to 5.0% of fully diluted common stock at a nominal exercise price, Cryptocurrency Pre-Funded Warrants received for Canton Coin cryptocurrency, and Advisor RSUs and related shares for the placement agent. The meeting will also consider adding 7,000,000 shares to the 2023 Omnibus Equity Incentive Plan and authorizing potential adjournments if support is initially insufficient.
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.
Tharimmune, Inc. has filed a shelf registration to offer and sell, from time to time, up to $2,000,000,000 in aggregate of common stock, preferred stock, debt securities, warrants, rights and units. This flexible structure allows the company to issue different types of securities in separate future offerings, each detailed in a later prospectus supplement, with net proceeds generally earmarked for its digital asset treasury strategy, product development, and general corporate purposes.
The filing highlights a recent $545 million PIPE transaction funded in part with Canton Coin, supporting a Canton-centric digital asset treasury strategy alongside Tharimmune’s clinical-stage biotech programs in inflammation and immunology. The company also has an ATM program for up to $64,910,161 of common stock and reports 37,386,114 common shares outstanding as of January 6, 2026.
Tharimmune, Inc. has filed a prospectus covering the resale by existing investors of up to 176,934,358 shares of its common stock. These shares consist of 25,315,642 PIPE Shares, 151,456,115 shares issuable upon exercise of Pre-Funded Warrants, and 162,601 RSU Shares issued in connection with a November 2025 PIPE financing.
The company is not selling shares itself under this prospectus and will receive no proceeds from these resales. The underlying PIPE Transaction closed on November 6, 2025 and generated approximately $545 million in gross proceeds, with a limited portion earmarked for legacy biotech operations and the balance for fees and a Canton Coin–focused digital asset treasury strategy. Tharimmune plans to operate as a Super Validator on the Canton Network while continuing development of its immunology and inflammation therapeutic pipeline.
The company also established an ATM Program allowing sales of up to $64,910,161 of common stock through an at-the-market facility and implemented leadership changes to oversee the digital asset strategy.
Tharimmune, Inc. is calling a virtual special stockholder meeting on January 22, 2026 to elect two new directors and approve several equity-related proposals. Stockholders of record as of December 3, 2025, when 36,444,785 common shares were outstanding, may vote online or by proxy.
The agenda includes approval of issuing common shares upon exercise of Strategic Advisor Warrants tied to a cryptocurrency and digital asset advisory agreement, and issuing shares upon exercise of Cryptocurrency Pre-Funded Warrants received for accepting Canton Coin in a private placement. Stockholders are also asked to amend the 2023 Omnibus Equity Incentive Plan to add 7,000,000 shares for future awards and to allow adjournments if there are not enough votes. The board recommends voting in favor of the director nominees and Proposals 2, 3 and 4.
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.
Tharimmune, Inc. supplements its prospectus for a common stock sales program covering up to $64,910,161 of common stock under a Sales Agreement with Clear Street LLC and President Street Global, LLC.
The supplement discloses that President Street has given notice to terminate its role as a sales agent and that Tharimmune agreed to pay President Street an advisory fee of $1,000,000, in two $500,000 installments tied to the first sales notice and to aggregate sales of $50,000,000 of shares under the Sales Agreement. The company notes its common stock trades on the Nasdaq Capital Market under the symbol THAR, with a last reported sale price of $2.50 per share on December 4, 2025, and reminds investors to review the risk factors in its prospectus and recent SEC reports.
Tharimmune (THAR) filed a Form 3 for Chief Executive Officer Mark Wendland. The filing reports that no securities are beneficially owned by the reporting person. The date of the event requiring the statement is 11/06/2025, and the form was filed by one reporting person.