Tharimmune Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 30, 2026, Tharimmune, Inc. (the “Company”) held its special meeting of stockholders (the “Special Meeting”) in a virtual format. At the close of business on December 3, 2025, the record date for the Special Meeting (the “Record Date”), there were 36,444,785 shares of the Company’s Common Stock, par value $0.0001 per share (“Common Stock”) issued and outstanding. At the Special Meeting, 20,076,887 of the Company’s Common Stock entitled to vote as of the Record Date, or approximately 55.08%, were represented by proxy or in person (virtually), and, therefore, a quorum was present.
The final voting results on the proposals presented for stockholder approval at the Special Meeting are as follows:
Proposal No. 1: Election of two new director nominees, Jill E. Sommers and William Wiley to the Board:
| Nominees | Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Jill E. Sommers | 19,950,989 | 125,898 | - | |||
| William Wiley | 20,053,785 | 23,102 | - |
Proposal No. 2: Approval of the issuance of shares of our Common Stock underlying the currently outstanding Strategic Advisor Warrants issued to certain strategic advisors in connection with the Strategic Advisor Agreement.
| Votes For | Votes Against |
Abstentions | Broker Non-Votes | |||
| 19,951,019 | 67,751 | 58,117 | - |
Proposal No. 3: Approval of the issuance of shares of our Common Stock upon the exercise of the Cryptocurrency Pre-Funded Warrants issued in connection with our acceptance of Canton Coin cryptocurrency as consideration in our private placement offering
| Votes For | Votes Against |
Abstentions | Broker Non-Votes | |||
| 19,948,783 | 71,659 | 56,445 | - |
Proposal No. 4: Approval of the issuance of Advisor RSU and shares of Common Stock upon the settlement of Advisor RSUs issued to our placement agent in connection with our private placement offering
| Votes For | Votes Against |
Abstentions | Broker Non-Votes | |||
| 19,982,938 | 37,749 | 56,200 | - |
Proposal No. 5: Approval of an amendment to our Amended and Restated 2023 Omnibus Equity Incentive Plan to increase the number of shares of Common Stock available for issuance thereunder by 7,000,000 shares.
| Votes For | Votes Against |
Abstentions | Broker Non-Votes | |||
| 19,074,470 | 946,220 | 56,197 | - |
Proposal No. 6: Approval to authorize one or more adjournments of the Special Meeting to solicit additional proxies in the event there are insufficient votes to approve the foregoing proposals described above
| Votes For | Votes Against |
Abstentions | Broker Non-Votes | |||
| 19,574,721 | 442,495 | 59,671 | - |
Item 8.01 Other Events.
On February 2, 2026, the Company issued a press release announcing the election of two new directors at its special meeting of stockholders held on January 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press Release, dated February 2, 2026 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in 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: February 2, 2026 | Tharimmune, Inc. |
| /s/ Mark Wendland | |
| Mark Wendland | |
| Chief Executive Officer |