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 (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
Broadridge Financial Solutions, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 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
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| 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);
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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).
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| 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:
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| (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
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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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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.