UNITED STATES
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CURRENT REPORT
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On January 9, 2026, Tharimmune, Inc. (the “Company”) received a notification letter from The Nasdaq Stock Market LLC regarding its noncompliance with Nasdaq Listing Rule 5605 (“Rule 5605”), which requires, among other things, that a majority of the Board of Directors of the Company (the “Board”) be comprised of independent directors.
As previously disclosed, Nancy Davis and Sanam Parikh resigned as members of the Board, effective as of November 6, 2025 and Mark Wendland was elected to replace Sanam Parikh, resulting in one vacancy on the Board and the noncompliance. In accordance with Nasdaq Listing Rule 5605(b)(1)(A), the Company was granted a cure period in order to regain compliance with Rule 5605 lasting (i) until the earlier of the Company’s next annual shareholders’ meeting or November 6, 2026; or (ii) if the next annual shareholders’ meeting is held before May 5, 2026, then no later than May 5, 2026.
The Company expects to cure this non-compliance after the special meeting of shareholders on January 30, 2026, at which it will seek shareholders’ approval to elect two additional independent directors to the Board. The Company expects that a majority of its Board will be independent after the special meeting.
Forward-Looking Statements
This report contains “forward-looking statements” within the meaning of the securities laws. Forward-looking statements in this report include in any statements about the Company’s plans to come into compliance with Nasdaq listing standards. Forward-looking statements are based on management’s current assumptions and expectations of future events; actual results may differ materially from those expressed or implied in such statements due to numerous risks and uncertainties, including those found in the Company’s periodic reports. Consequently, you should not rely on forward-looking statements as predictions of future events. Except as required by applicable law, the Company expressly disclaims any obligations to publicly update any forward-looking statements.
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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: January 15, 2026 | Tharimmune, Inc. |
| /s/ Mark Wendland | |
| Mark Wendland | |
| Chief Executive Officer |
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