UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
On April 1, 2025, Tharimmune, Inc. (the “Company”) received a notice (the “Notice”) from the Listing Qualifications staff of Nasdaq notifying the Company that its stockholders equity as reported in its Annual Report on Form 10-K for the period ended December 31, 2024, did not satisfy the continued listing requirements under Nasdaq Listing Rule 5550(b)(1) for The Nasdaq Capital Market, which requires that a listed company’s stockholder equity be at least $2,500,000. On May 15, 2025, the Company submitted its plan of compliance to Nasdaq.
On July 25, 2025, the Company closed on a registered direct offering of shares of common stock (and common stock equivalents) and a concurrent private placement of warrants for gross proceeds of approximately $1.7 million. In addition, on August 27, 2025, the Company closed on a registered direct offering of shares of common stock (and common stock equivalents) for gross proceeds of approximately $5.35 million.
As a result of the transactions described above, as of the date hereof, the Company’s stockholders equity is greater than $2,500,000. For more information, please refer to the Company’s unaudited consolidated balance sheet as of August 31, 2025 which has been furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Unaudited Consolidated Balance Sheet as of August 31, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 5, 2025 | Tharimmune, Inc. |
| /s/ Sireesh Appajosyula | |
| Sireesh Appajosyula | |
| Chief Executive Officer |
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