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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 20, 2026
THARIMMUNE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41210 | 84-2642541 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I. R. S. Employer Identification No.) |
34 Shrewsbury Avenue, Suite 1C
Red Bank, NJ 07701
(Address of principal executive offices, including zip code)
(732) 889-3111
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common stock, $0.0001 par value | THAR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On January 20, 2026, Tharimmune, Inc. (the “Company”) issued a press release announcing the pricing of a registered offering. A copy of the press release is attached hereto as Exhibits 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 January 20, 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: January 20, 2026 | Tharimmune, Inc. |
| /s/ Mark Wendland | |
| Mark Wendland | |
| Chief Executive Officer |
| - |
Exhibit 99.1
Tharimmune, Inc. Announces Pricing of $55 Million Underwritten Registered Offering
NEW YORK, January 20, 2026 — Tharimmune, Inc. (NASDAQ: THAR), the first publicly traded company to leverage Canton Coin to support the Canton Network’s ability to digitize traditional financial markets, today announced the pricing of a $55 million registered offering.
Tharimmune, Inc. operates a differentiated digital asset treasury strategy by actively participating in the Canton Network – a privacy-enabled, secure blockchain hosting trillions in assets on chain.
The offering is expected to close on or about January 21, 2026, subject to the satisfaction of customary closing conditions. The transaction includes the issuance of 1,800,000 shares of its common stock at a price of $2.92 per share and pre-funded warrants to purchase up to 17,000,000 shares of common stock at a price of $2.9199 per pre-funded warrant. The offering will provide the Company with additional growth capital for the continued expansion and development of its Canton-centric digital asset treasury strategy, as well as with working capital for general corporate purposes.
Clear Street is acting as sole bookrunner for the proposed offering.
The securities described above are being offered by the Company pursuant to a shelf registration statement that was filed with the Securities and Exchange Commission (SEC) on January 9, 2026 and became effective on January 16, 2026 (File No. 333-292648). A prospectus supplement and accompanying prospectus relating to and describing the terms of the offering were filed with the SEC on January 20, 2026 and may be obtained by contacting Clear Street, Attn: Syndicate Department, 150 Greenwich Street, 45th floor, New York, NY 10007, by email at ecm@clearstreet.io; or by accessing the SEC’s website at https://www.sec.gov/.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About Tharimmune
Tharimmune, Inc. (NASDAQ: THAR) is the first publicly traded company to leverage Canton Coin and support the Canton Network to advance institutional blockchain adoption and the digitization of financial markets. In addition to driving value through activities on the Canton Network, Tharimmune also operates clinical-stage biotech research and development. For more information, visit www.tharimmune.com. References to information included on, or accessible through, websites do not constitute incorporation by reference of the information contained at or available through such websites, and you should not consider such information to be part of this press release.
Forward-Looking Statements
Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s strategy, plans, objectives, initiatives and financial outlook. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. As such, readers are cautioned not to place undue reliance on any forward-looking statements. The Company does not plan and undertakes no obligation to update any of the forward-looking statements made herein, except as required by law.
Investors should carefully consider the foregoing factors, and the other risks and uncertainties described in the “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 26, 2025 and the Company’s filings with the SEC, including the registration statement and the other documents filed by the Company. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
Contacts
Media:
Gasthalter & Co.
(212) 257-4170
canton@gasthalter.com
Investors:
ir@tharimmune.com
X: @TharimmuneInc
LinkedIn: https://www.linkedin.com/company/tharimmune-inc/
Website: https://tharimmune.com/