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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 30, 2026
THARIMMUNE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41210 | 84-2642541 | ||
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(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 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 |
Exhibit 99.1
Tharimmune Elects Jill Sommers and William Wiley to Board of Directors
New Directors Strengthen Governance as Company Advances Canton Network Infrastructure
Former CFTC Commissioner Jill Sommers Brings Decades of Regulatory and Public Policy Experience
DRW Chief of Staff William Wiley, CFA, Adds Extensive Leadership Experience Across Capital Markets and Global Operations
NEW YORK, February 2, 2026 — Tharimmune, Inc. (NASDAQ: THAR) (“Tharimmune” or the “Company”), the first publicly traded company to leverage Canton Coin (“CC”) to support the Canton Network’s ability to digitize traditional financial markets, today announced that its Board of Directors (the “Board”) has elected Jill Sommers and William Wiley, CFA, to the Board, effective February 1, 2026.
“As we continue advancing the Canton Network’s role in transforming financial market infrastructure through our digital asset treasury strategy, we are pleased to welcome Ms. Sommers and Mr. Wiley to the Board,” said Mark Wendland, CEO of Tharimmune. “Both bring the experience, acumen, and entrepreneurial mindset required for effective governance. Their deep understanding of market structure and regulatory frameworks will play a critical role in our support of the Canton Network.”
Ms. Sommers brings nearly three decades of experience in derivatives and financial markets, including serving two consecutive terms as a Commissioner of the U.S. Commodity Futures Trading Commission (“CFTC”). She most recently served as the Chair of the Derivative Practice Group of Potamak Global Partners until March 2025. Earlier in her career, Ms. Sommers held several senior policy and regulatory roles, including Policy Director and Head of Government Affairs at the International Swaps and Derivatives Association (“ISDA”) and Managing Director of Regulatory Affairs at the Chicago Mercantile Exchange.
“I am thrilled to bring my experience in derivatives regulation, corporate governance, and public policy to support the modernization of financial infrastructure,” said Ms. Sommers. “I look forward to collaborating with other members of the Board as Tharimmune advances its vision for a compliant, blockchain-enabled financial system.”
Mr. Wiley brings deep capital markets experience as well as a track record leading complex global operations, including in his current role as Head of the Equities and Latency Sensitive Business Unit at DRW and Chief of Staff to DRW’s Founder and Chief Executive Officer. Mr. Wiley previously served as Chief Operating Officer of DRW’s Equities and Latency Sensitive Business Unit, overseeing day-to-day operations and scaling a global, multi-asset electronic trading platform. Prior to DRW, Mr. Wiley served as Global Head of Strategy at Instinet Holdings Inc. where he led firmwide strategy, operations, and strategic transactions across the institutional equities brokerage franchise.
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“I am honored to join Tharimmune’s Board and contribute to the firm’s efforts to move our financial system off of aging, legacy technology and into a modern era,” said Mr. Wiley. “Throughout my career I have sought optimizations to the workflows and systems underpinning global financial transactions. I strongly believe in the transformative nature of the Canton Network and I am excited to help guide Tharimmune’s unique vision for participating in the ecosystem to drive shareholder value.”
Tharimmune established its differentiated digital asset treasury strategy in November 2025. In addition to driving value through CC acquisition and operating as a Super Validator, Tharimmune intends to invest in applications built on the Canton Network that accelerate institutional utility and adoption across capital markets. Tharimmune is the first and only publicly traded company supported by the Canton Foundation.
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.
Cautionary Note Regarding Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements” within the meaning of U.S. federal securities laws. Forward-looking statements are statements other than historical facts and include, without limitation, those regarding management expectations, strategy execution, market conditions, and the Company’s involvement with the Canton Network. These statements are based on current expectations and involve risks and uncertainties that may cause actual results to differ materially. Further information regarding factors that may affect the Company’s prospects is included in its annual and quarterly reports filed with the U.S. Securities and Exchange Commission, available at www.sec.gov. The Company undertakes no obligation to update these statements except as required by law.
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/
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