Business Context and Reporting Period
This Form 8-K was filed by Tharimmune, Inc. (trading symbol: THAR) on January 9, 2026. The filing addresses a corporate governance issue regarding the composition of the Board of Directors. The registrant is an emerging growth company incorporated in Delaware.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on regulatory compliance status rather than financial performance.
Material Changes
The Company received notification from The Nasdaq Stock Market LLC of noncompliance with Nasdaq Listing Rule 5605, which mandates that a majority of the Board of Directors be independent. This noncompliance resulted from the resignation of two directors (Nancy Davis and Sanam Parikh) effective November 6, 2025, and the election of Mark Wendland to replace one vacancy, leaving the Board with a non-independent majority.
Guidance, Outlook, and Risks
- Cure Plan: The Company expects to cure the noncompliance following a special meeting of shareholders scheduled for January 30, 2026. At this meeting, the Company will seek approval to elect two additional independent directors.
- Compliance Deadline: Nasdaq has granted a cure period lasting until the earlier of the next annual shareholders' meeting or November 6, 2026 (or May 5, 2026, if the annual meeting occurs before that date).
- Forward-Looking Statements: The filing includes standard disclaimers that actual results regarding compliance may differ from expectations due to risks and uncertainties.
Investor Verification Checklist
- Verify the outcome of the special shareholders' meeting scheduled for January 30, 2026, specifically the election of two new independent directors.
- Confirm the updated composition of the Board of Directors to ensure a majority of independent directors is achieved.
- Monitor subsequent communications from Nasdaq regarding the status of the delisting notice.