Tharimmune Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement
On June 18, 2024, Tharimmune, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (“the “Purchasers”) for the issuance and sale in a private placement (the “Private Placement”) of (i) 207,292 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 452,253 shares of the Company’s Common Stock at an exercise price of $0.001 per share and warrants (the “Common Warrants”) to purchase up to 329,771 shares of the Company’s Common Stock, at a purchase price of $3.16 per share of Common Stock (or common stock equivalent in lieu thereof) and accompanying warrants.
The Common Warrants are exercisable six months from the date of issuance at an exercise price of $3.09 per share and have a term of exercise equal to five and one-half 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 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 is expected to occur on June 21, 2024, subject to the satisfaction of customary closing conditions. The gross proceeds to the Company from the Private Placement are expected to be approximately $2.08 million, 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 including in support of its TH104 development program.
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 and the Common Warrants, 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 and the form of the Common Warrant, which are attached hereto as Exhibits 10.1, 4.1 and 4.2, respectively.
Item 8.01 Other Events.
On June 20, 2024, the Company issued a press release announcing the Private Placement. 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 | |
| 4.1 | Form of Pre-Funded Warrant | |
| 4.2 | Form of Common Warrant | |
| 10.1 | Form of Securities Purchase Agreement | |
| 99.1 | Press Release dated June 20, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: June 20, 2024 | Tharimmune, Inc. |
| /s/ Randy Milby | |
| Randy Milby | |
| Chief Executive Officer |
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