UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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EXPLANATORY NOTE
Item 1.01 Entry into a Material Definitive Agreement.
On August 26, 2025, Tharimmune, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) in relation to a registered direct offering (the “Offering”) with certain purchasers, under the Shelf Registration Statement (as defined below), of $5.35 million of the Company’s securities (the “Securities”), consisting of 1,188,888 shares of Common Stock, par value $0.0001 per share (or common stock equivalents) at a price of $4.50 per share of Common Stock.
In relation to the Offering, a shelf registration statement on Form S-3 (File No. 333-270684, the “Shelf Registration Statement”) relating to the securities being offered in the Offering was previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and became effective on March 24, 2023. The shares of Common Stock and shares underlying the Pre-Funded Warrants are being offered only by means of a prospectus supplement and the accompanying prospectus filed with the SEC.
The Offering is expected to close on August 27, 2025 subject to customary closing conditions.
Pursuant to a placement agency agreement dated as of August 26, 2025 (the “Placement Agency Agreement”), the Company engaged President Street Global, LLC and RF Lafferty & Co., Inc. (collectively, the “Placement Agents”) to act as the exclusive co-placement agents in connection with the Offering. The Company has agreed to pay the Placement Agents a cash fee equal to 10.0% of the aggregate gross proceeds from the sale of the securities.
The foregoing descriptions of the Purchase Agreement, Placement Agency Agreement and the Form of Pre-Funded Warrant are qualified in their entirety by reference to the full text of the forms thereof, which are attached as Exhibits 10.1, 10.2 and 4.1, respectively, hereto and incorporated by reference herein.
A copy of the opinion of Sheppard Mullin Richter & Hampton LLP relating to the validity of the Securities is filed herewith as Exhibit 5.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 4.1 | Form of Pre-Funded Warrant | |
| 5.1 | Opinion of Sheppard Mullin Richter & Hampton LLP | |
| 10.1 | Form of Securities Purchase Agreement | |
| 10.2 | Placement Agency Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: August 26, 2025 | Tharimmune, Inc. |
| /s/ Sireesh Appajosyula | |
| Sireesh Appajosyula | |
| Chief Executive Officer |