Tharimmune Schedule 13D Reveals 15% Position by Executive Chairman
Rhea-AI Filing Summary
Schedule 13D filing overview: Gravitas Capital LP and its managing member, Vincent S. LoPriore, disclosed beneficial ownership of 394,586 shares of Tharimmune, Inc. (ticker THAR), equal to 14.83 % of the outstanding common stock.
Acquisition chronology: (1) 104,586 shares purchased on 12-05-2024 at $2.1010 per share; (2) 290,000 pre-funded warrants exercised on 04-30-2025 at $0.001 per share. Aggregate cash deployed was $829,025.19, derived from Gravitas’s working capital.
Reporting structure: Gravitas Capital LP is a Delaware limited partnership whose general partner is Gravitas Capital Partners LLC. Mr. LoPriore is the managing member of that entity and is also Executive Chairman of Tharimmune, giving him indirect shared voting and dispositive power over the full position.
Intent & flexibility: The stake was acquired for investment purposes in the ordinary course of business. The filers state they currently have no concrete plans to effect corporate actions, but may continue to buy or sell shares and could engage management, other shareholders, or explore strategic alternatives as market and corporate developments evolve.
Other disclosures: No criminal or civil securities-law judgments in the past five years. No contracts or arrangements affecting the securities were identified, other than Mr. LoPriore’s position at President Street Global, LLC, a broker-dealer that has acted as placement agent for the issuer.
Positive
- None.
Negative
- None.
Insights
TL;DR – 14.8 % insider-aligned stake signals confidence but stops short of activist intent.
The disclosure shows a sizable, $829k cash outlay and warrant exercise that lifted Gravitas Capital’s holding to nearly 15 %. Because Mr. LoPriore is Tharimmune’s Executive Chairman, the purchase materially increases insider alignment, a potential positive for minority shareholders who value management skin in the game. The low exercise price of the pre-funded warrants ($0.001) means dilution is already captured, so further impact on share count is limited. Absence of activist language or specific strategic proposals suggests limited near-term governance shake-ups, but the position provides Gravitas/LoPriore with blocking power on certain corporate actions. For a micro-cap biotech, a concentrated holder of this size can influence financing terms, board composition, and future capital raises. Overall, I view the filing as incrementally positive to the equity story, signalling continuing executive commitment without introducing immediate overhang risk.
TL;DR – Executive-linked fund now controls nearly 15 %; watch for related-party dynamics.
LoPriore’s dual role—as Executive Chairman and managing member of the fund owning 14.83 %—creates tighter alignment but also heightened conflict-of-interest vigilance. The filing clarifies no group intent and no special voting arrangements, which reduces immediate governance concerns. Still, with combined voting/dispositive authority, Gravitas can materially sway shareholder votes and future financings, particularly given Tharimmune’s small float. Investors should monitor any future placements involving President Street Global, LLC, where LoPriore is a partner, to ensure arm’s-length terms. On balance, the disclosure is neutral-to-positive: insider support is beneficial, yet governance checks remain essential.
