SEC Form SCHEDULE 13G filed by Tharimmune Inc.
$THAR
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Tharimmune, Inc. (Name of Issuer) |
Common stock, $0.0001 par value (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 432705309 |
| 1 | Names of Reporting Persons
LCV Fund III, L.P. | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,964,759.00 | ||||||||
| 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)
PN |
Comment for Type of Reporting Person:
As of the date hereof, the Reporting Person's beneficial ownership consists of: (i) 757,724 shares of Common Stock, and (ii) 3,207,035 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 920,917 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 percentage reported in Item 11 is based on 36,444,785 shares of common stock outstanding as reported in the Issuer's definitive proxy statement on Schedule 14A filed with the SEC on December 24, 2025.
SCHEDULE 13G
|
| CUSIP No. | 432705309 |
| 1 | Names of Reporting Persons
LCV Fund III GP, L.P. | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,956,766.00 | ||||||||
| 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)
PN |
Comment for Type of Reporting Person:
As of the date hereof, the Reporting Person's beneficial ownership consists of: (i) 757,724 shares of Common Stock, and (ii) 3,207,035 shares of Common Stock issuable upon the exercise of the Warrant within the next sixty (60) days. Does not consist of 920,917 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 percentage reported in Item 11 is based on 36,444,785 shares of common stock outstanding as reported in the Issuer's definitive proxy statement on Schedule 14A filed with the SEC on December 24, 2025.
SCHEDULE 13G
|
| CUSIP No. | 432705309 |
| 1 | Names of Reporting Persons
LCV GP III, L.L.C. | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,964,759.00 | ||||||||
| 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: (i) 757,724 shares of Common Stock, and (ii) 3,207,035 shares of Common Stock issuable upon the exercise of the Warrant within the next sixty (60) days. Does not consist of (i) 920,917 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 percentage reported in Item 11 is based on 36,444,785 shares of common stock outstanding as reported in the Issuer's definitive proxy statement on Schedule 14A filed with the SEC on December 24, 2025.
SCHEDULE 13G
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| CUSIP No. | 432705309 |
| 1 | Names of Reporting Persons
LCV Fund VIII, L.P. | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,044,927.00 | ||||||||
| 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)
PN |
Comment for Type of Reporting Person:
As of the date hereof, the Reporting Person's beneficial ownership consists of 4,044,927 shares of Common Stock issuable upon the exercise of the Warrants within the next sixty (60) days. Does not consist of 8,282,625 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 percentage reported in Item 11 is based on 36,444,785 shares of common stock outstanding as reported in the Issuer's definitive proxy statement on Schedule 14A filed with the SEC on December 24, 2025.
SCHEDULE 13G
|
| CUSIP No. | 432705309 |
| 1 | Names of Reporting Persons
LCV GP VIII, L.L.C. | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,044,927.00 | ||||||||
| 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 4,044,927 shares of Common Stock issuable upon the exercise of the Warrants within the next sixty (60) days. Does not consist of 8,282,625 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 percentage reported in Item 11 is based on 36,444,785 shares of common stock outstanding as reported in the Issuer's definitive proxy statement on Schedule 14A filed with the SEC on December 24, 2025.
SCHEDULE 13G
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| CUSIP No. | 432705309 |
| 1 | Names of Reporting Persons
LCV Blockchain Management, LLC | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,956,086.00 | ||||||||
| 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)
9.98 % | ||||||||
| 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: (i) 757,724 shares of Common Stock, and (ii) 3,199,362 shares of Common Stock issuable upon the exercise of the Warrant within the next sixty (60) days. Does not consist of 13,301,142 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 percentage reported in Item 11 is based on 36,444,785 shares of common stock outstanding as reported in the Issuer's definitive proxy statement on Schedule 14A filed with the SEC on December 24, 2025.
SCHEDULE 13G
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| CUSIP No. | 432705309 |
| 1 | Names of Reporting Persons
Murtaza S. Akbar | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,957,086.00 | ||||||||
| 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)
9.98 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
As of the date hereof, the Reporting Person's beneficial ownership consists of: (i) 757,724 shares of Common Stock, and (ii) 3,199,362 shares of Common Stock issuable upon the exercise of the Warrant within the next sixty (60) days. Does not consist of 13,301,142 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 percentage reported in Item 11 is based on 36,444,785 shares of common stock outstanding as reported in the Issuer's definitive proxy statement on Schedule 14A filed with the SEC on December 24, 2025.
SCHEDULE 13G
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| CUSIP No. | 432705309 |
| 1 | Names of Reporting Persons
Emil Woods | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,957,086.00 | ||||||||
| 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)
9.98 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
As of the date hereof, the Reporting Person's beneficial ownership consists of: (i) 757,724 shares of Common Stock, and (ii) 3,199,362 shares of Common Stock issuable upon the exercise of the Warrant within the next sixty (60) days. Does not consist of 13,301,142 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 percentage reported in Item 11 is based on 36,444,785 shares of common stock outstanding as reported in the Issuer's definitive proxy statement on Schedule 14A filed with the SEC on December 24, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Tharimmune, Inc. | |
| (b) | Address of issuer's principal executive offices:
34 Shrewsbury Ave., Suite 1C, Red Bank, NJ 07701 | |
| Item 2. | ||
| (a) | Name of person filing:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
i. LCV Fund III, L.P.
ii. LCV Fund III GP, L.P.
iii. LCV GP III, L.L.C.
iv. LCV Fund VIII, L.P.
v. LCV GP VIII, L.L.C.
vi. LCV Blockchain Management, L.L.C.
vii. Murtaza S. Akbar
viii. Emil Woods
LCV GP III, L.L.C. is the general partner of LCV Fund III GP, L.P., which is the general partner of LCV Fund III, L.P. and, as such, may be deemed to beneficially own the shares held by LCV Fund III, L.P. LCV GP VIII, L.L.C. is the general partner of LCV Fund VIII, L.P. and, as such, may be deemed to beneficially own the shares held by LCV Fund VIII, L.P. LCV GP III, L.L.C. and LCV GP VIII, L.L.C. are under common control by LCV Blockchain Management, L.L.C. and, as such, LCV Blockchain Management, L.L.C. may be deemed to beneficially own the shares held by LCV Fund III GP, L.P. and LCV Fund VIII, L.P. Murtaza S. Akbar and Emil Woods share voting and investment control of LCV Fund III, L.P. and LCV Fund VIII, L.P. (together, the "LCV Funds") through the general partner entities of the LCV Funds and may be deemed the beneficial owners of such shares. | |
| (b) | Address or principal business office or, if none, residence:
120 East 16th Street, 12th floor, New York, NY 10003. | |
| (c) | Citizenship:
See Item 4 of the cover page for each Reporting Person. | |
| (d) | Title of class of securities:
Common stock, $0.0001 par value | |
| (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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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:
See Items 5-11 of the cover page for each Reporting Person. | |
| (b) | Percent of class:
See Items 5-11 of the cover page for each Reporting Person. As of the date hereof, each Reporting Person, considered together hold an aggregate of 16,500,504 warrants, which are exercisable into an aggregate of 16,500,504 shares of Common Stock. The warrants are exercisable at the discretion of the Reporting Person at any time at an exercise price of $0.0001 per Common Stock. A holder of warrants will not be entitled to exercise any portion of any Warrant held by them that, upon giving effect to such exercise, would cause the aggregate number of Common Stock beneficially owned by such holder to exceed 9.99% of the number of Common Stock that would be outstanding immediately after giving effect to the exercise. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See Items 5-11 of the cover page for each Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
See Items 5-11 of the cover page for each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Items 5-11 of the cover page for each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Items 5-11 of the cover page for each Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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.
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