Tharimmune (THAR) gains 9.99% passive holder Broadridge via warrants

Rhea-AI Filing Summary

Tharimmune, Inc. received a beneficial ownership report from Broadridge Financial Solutions, Inc., which now reports control over 4,187,548 shares of Tharimmune common stock through warrants exercisable within sixty days. This represents 9.99% of Tharimmune’s common stock, calculated using 37,729,847 shares outstanding as of January 17, 2026 plus the warrant shares.

The warrants are subject to a 9.99% ownership blocker in a Subscription Agreement, so an additional 13,070,680 shares issuable under the warrants are not counted in Broadridge’s beneficial ownership. The securities are owned of record by Broadridge Securities Processing Solutions, LLC, with Broadridge Financial Solutions, Inc. holding voting and dispositive power, and the filing states the stake is held on a passive, non‑control basis.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

THARIMMUNE, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

432705309

(CUSIP Number)

01/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 432705309

1

Names of Reporting Persons

Broadridge Financial Solutions, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 4,187,548.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 4,187,548.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,187,548.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: As of the date hereof, the Reporting Person's beneficial ownership consists of: 4,187,548 shares of Common Stock issuable upon the exercise of warrants (the "Warrants") within the next sixty (60) days. The aggregate amount beneficially owned does not consist of 13,070,680 shares of Common Stock, issuable upon the exercise of the Warrants because the Warrants are subject to restrictions included in the Subscription Agreement between the Issuer and the Reporting Person, which include a 9.99% blocker. The number in Row (11) is based on the quotient obtained by dividing (a) the aggregate number of shares of Common Stock beneficially owned by the Reporting Person as set forth in Row (9) by (b) (i) 37,729,847 shares of Common Stock of the Issuer outstanding as of January 17, 2026, as reported in the Issuer's Form 424B5, filed with the SEC on January 20, 2025 plus (ii) the 4,187,548 shares of Common Stock issuable upon the exercise of Warrants.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: THARIMMUNE, INC.
(b)	Address of issuer's principal executive offices: 34 SHREWSBURY AVENUE, SUITE 1C, RED BANK, NJ 07701
Item 2.
(a)	Name of person filing: Broadridge Financial Solutions, Inc.
(b)	Address or principal business office or, if none, residence: Broadridge Financial Solutions, Inc. 5 Dakota Drive Lake Success, NY 11042
(c)	Citizenship: Delaware
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 432705309
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 4,187,548
(b)	Percent of class: 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 4,187,548
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 4,187,548
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Broadridge Financial Solutions, Inc.

Signature:	/s/ Hope Jarkowski
Name/Title:	Chief Legal Officer
Date:	02/06/2026

Comments accompanying signature: The securities reported herein are owned of record by Broadridge Securities Processing Solutions, LLC. Broadridge Financial Solutions, Inc. has voting and dispositive power over the securities and is the parent company of Broadridge Securities Processing Solutions, LLC. The address of Broadridge Securities Processing Solutions, LLC is 2 Gateway Center, Newark, New Jersey 07102.

FAQ

What stake in Tharimmune (THAR) does Broadridge report on this Schedule 13G?

Broadridge Financial Solutions, Inc. reports beneficial ownership of 4,187,548 Tharimmune common shares via warrants, representing 9.99% of the class. This percentage is based on 37,729,847 shares outstanding plus the warrant shares included in the calculation.

How are Broadridge’s 9.99% Tharimmune (THAR) holdings structured?

The reported 9.99% interest consists entirely of 4,187,548 Tharimmune common shares issuable upon exercise of warrants within sixty days. These securities are owned of record by Broadridge Securities Processing Solutions, LLC, over which Broadridge Financial Solutions, Inc. has voting and dispositive power.

Why are 13,070,680 Tharimmune (THAR) warrant shares excluded from Broadridge’s 13G total?

An additional 13,070,680 Tharimmune shares are issuable under the warrants but excluded from beneficial ownership because the warrants include a 9.99% blocker. This restriction in the Subscription Agreement prevents exercises that would push Broadridge’s stake above 9.99%.

Is Broadridge’s 9.99% position in Tharimmune (THAR) a passive investment?

The filing certifies that the securities were not acquired and are not held to change or influence control of Tharimmune. It states they are not held in connection with any control‑related transaction, other than activities solely tied to a specific nomination rule reference.

Who actually holds the Tharimmune (THAR) warrants reported by Broadridge?

The securities are owned of record by Broadridge Securities Processing Solutions, LLC, whose address is in Newark, New Jersey. Broadridge Financial Solutions, Inc. is the parent company and has voting and dispositive power over the Tharimmune warrant shares reported in the Schedule 13G.

How did Broadridge calculate its 9.99% ownership of Tharimmune (THAR)?

The percentage is based on dividing 4,187,548 warrant shares by a total share count that includes 37,729,847 Tharimmune common shares outstanding as of January 17, 2026, plus those warrant shares. This methodology is described directly in the ownership explanation.