Tharimmune Inc SEC Filings

Tharimmune, Inc. is offering securities that raise approximately $4,814,996 in gross proceeds, with placement agent fees of $535,000 (10% of gross proceeds). The prospectus supplement shows common stock outstanding rising from 5,691,444 shares before the offering to 6,880,332 shares after the offering, and a pro forma net tangible book value per share of $0.09 as of June 30, 2025. Net proceeds are intended for working capital and general corporate purposes. The company states it has never paid cash dividends and does not anticipate doing so. Tharimmune’s Quatramer platform is described as a proprietary tumor-targeting approach to deliver drugs to the tumor microenvironment. The filing also discloses dependence on sole-source suppliers for certain ingredients and highlights that investing involves a high degree of risk.

Tharimmune, Inc. is registering 2,463,601 shares of common stock for resale by existing investors from recent July 2025 financings. The registered shares include 974,241 shares issuable upon exercise of common warrants from a July 28, 2025 registered direct offering and 1,489,360 shares from a July 31, 2025 private placement, made up of common shares, pre-funded warrant shares and additional common warrant shares. Tharimmune is not selling any stock in this prospectus and will not receive proceeds from these resales, but may receive cash if investors exercise the registered warrants, which it expects to use for product development and working capital.

The company is a clinical-stage biotechnology business focused on immunology and inflammation. Lead candidate TH104 targets severe pruritus and a new indication for prophylaxis against high-potency opioids, where the FDA has given positive feedback on a 505(b)(2) NDA path that may not require additional clinical trials for that use. Tharimmune also licenses an oral infliximab program (TH023) and maintains an early immuno-oncology pipeline. As of August 22, 2025, 5,336,441 common shares were outstanding, and the company faces Nasdaq listing risk after reporting stockholders’ equity of $1,307,642, below the $2,500,000 requirement.

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.

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.

Tharimmune director Thomas Clay Kahler filed an initial Form 3 reporting ownership of a derivative security: a stock option to buy 50,000 shares of Tharimmune common stock (ticker THAR) with an exercise price of $1.33. The option has an expiration date of 08/04/2035; 25,000 shares vested on grant and 25,000 vest on 08/04/2026. The Form 3 indicates the filing was made by one reporting person.

James Gordon Liddy filed an Initial Statement on Form 3 reporting his beneficial ownership in Tharimmune, Inc. (THAR). The filing, tied to an event dated 06/11/2025, shows a stock option granting the right to purchase 50,000 shares of common stock at an exercise price of $1.33 per share. The reporting person is identified as a Director. The explanatory note states that 25,000 options vested on the date of grant and the remaining 25,000 vest on 08/04/2026. The form is signed by the reporting person on 08/22/2025. The ownership is reported as direct.

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.

Gary S. Stetz, a director of Tharimmune, Inc. (THAR), filed an initial Form 3 reporting beneficial ownership arising from an event on 04/28/2025. He directly owns 101,351 shares of common stock. He holds a stock option for 50,000 shares exercisable (with 25,000 shares vested on grant and 25,000 vesting on 08/04/2026) at an exercise price of $1.33. He also holds Series A warrants for 101,351 shares (strike $1.29, expiring 12/13/2030) and Series B warrants for 50,675 shares (strike $3.00, expiring 12/13/2030). The form is signed on 08/20/2025.

Tharimmune, Inc. is a clinical-stage biotech focused on immunology and inflammation programs, including TH104 (buccal film) and oral infliximab programs licensed from Avior and Intract. The company received FDA IND approval for TH104 in February 2023 and reported positive FDA feedback in March 2025 on a Pre-IND request for a prophylactic high-potency opioid indication (PrHPO), where the FDA indicated a 505(b)(2) NDA pathway is feasible with additional nonclinical in vitro toxicology but no new clinical trials expected to define the prophylactic dosing window.

Financially, Tharimmune had $2.24 million in cash and at June 30, 2025, reported a $4.40 million net loss for the six months ended June 30, 2025, used $3.83 million in operating cash in the same period, and had an accumulated deficit of $41.3 million. The company raised proceeds from PIPE and ATM financings (combined net proceeds of approximately $5.9 million through June 30, 2025 and a June 2025 PIPE net of ~$2.3 million) but disclosed substantial doubt about its ability to continue as a going concern for at least one year.