Tharimmune Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement
On July 25, 2025, Tharimmune, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain accredited individual and institutional investors (“the “Purchasers”) for the issuance and sale in a private placement (the “Private Placement”) of (i) 641,190 shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 103,490 shares of the Company’s Common Stock at an exercise price of $0.001 per share, (iii) common warrants (the “Common Warrants”) to purchase up to 744,680 shares of the Company’s Common Stock, at an exercise price of $1.52 per share of Common Stock, at the price of $1.645 for each one share of Common Stock (or Pre-Funded Warrant) and Common Warrant purchased pursuant to the Purchase Agreement.
The Common Warrants are exercisable six months from the date of issuance and have a term of exercise equal to seven years from the date of issuance. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until the Pre-Funded Warrants are exercised in full. A holder of Pre-Funded Warrants or Common Warrants (together with its affiliates) may not exercise any portion of a warrant to the extent that the holder would own more than 4.99% (or, at the election of the holder 9.99%) of the Company’s outstanding common stock immediately after exercise.
The closing of the Private Placement occurred on July 31, 2025, subject to the satisfaction of customary closing conditions.
The gross proceeds to the Company from the Private Placement are expected to be $1,225,003, before deducting placement agent fees and expenses and estimated offering expenses payable by the Company. The Company intends to use the net proceeds received from the Private Placement for clinical development and working capital.
President Street Global served as the Company’s exclusive placement agent in connection with the Private Placement.
The Purchase Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions. The foregoing descriptions of terms and conditions of the Purchase Agreement, the Pre-Funded Warrants, the Common Warrant, do not purport to be complete and are qualified in their entirety by the full text of the form of the Purchase Agreement, the form of the Pre-Funded Warrant, the form of the Common Warrant, which are attached hereto as Exhibits 10.1, 4.1, and 4.2, respectively.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 4.1 | Form of Pre-Funded Warrant | |
| 4.2 | Form of Common Warrant | |
| 10.1 | Form of Securities Purchase Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL) |
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: July 31, 2025 | Tharimmune, Inc. |
| /s/ Sireesh Appajosyula | |
| Sireesh Appajosyula | |
| Chief Executive Officer |