Business Context and Reporting Period
This Form 8-K is a Current Report filed by Tharimmune, Inc. (not Canton Strategic Holdings, Inc.) on February 5, 2026. The filing discloses significant corporate governance changes, including the appointment of a new Chief Operating Officer, updates to Board leadership, and the restoration of compliance with Nasdaq listing rules regarding board independence.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive appointments and corporate governance.
Material Changes
- Executive Appointment: Angela Dominy Radkowski was appointed as Chief Operating Officer, effective February 5, 2026.
- Board Leadership: Mark Wendland (CEO) was elected Chairman of the Board.
- Committee Assignments: Gary Stetz was elected Chair of the Audit and Compensation Committees. Clay Kahler was elected Chair of the Nominating & Corporate Governance Committee.
- Regulatory Compliance: The Company regained compliance with Nasdaq Listing Rule 5605(b)(1) (Board Independence Rule) following the election of two independent directors on January 30, 2026, resolving a deficiency noted on January 9, 2026.
Guidance, Outlook, and Compensation Details
The filing provides no financial guidance or operational outlook. However, it details the compensatory arrangement for the new COO:
- Base Salary: $300,000 annually.
- Performance Bonus: Target amount of $100,000 (prorated for 2026).
- Equity: Eligible for time-based and/or performance-based equity awards at the Board's discretion.
- Severance: In the event of termination without "cause" or resignation for "good reason," the executive is entitled to 12 months of base salary, subject to a general release of claims.
Investor Verification Checklist
- Verify the full text of the COO Employment Agreement (Exhibit 10.1) for specific definitions of "cause" and "good reason."
- Confirm the press release (Exhibit 99.1) for any additional strategic context regarding the leadership changes.
- Monitor future filings for the Company's financial results, as this 8-K contains no financial data.
- Check the Company's status on Nasdaq to ensure continued compliance with listing standards.