Business Context and Reporting Period
This Form 8-K Current Report is filed by Tharimmune, Inc. (not Canton Strategic Holdings, Inc., as indicated in the metadata request) for the reporting period ending January 20, 2026. The filing primarily discloses the entry into a material definitive agreement for a registered securities offering and updates on an existing At-The-Market (ATM) program.
Key Financial Metrics and Capital Structure
- Offering Size: Approximately $55 million in gross proceeds expected from the new underwritten offering.
- Securities Issued:
- 1,800,000 shares of Common Stock at an offering price of $2.9200 per share.
- Pre-Funded Warrants to purchase up to 17,000,000 shares of Common Stock at an offering price of $2.9199 per warrant ($2.9200 less $0.0001).
- Underwriter Price: The underwriter (Clear Street LLC) agreed to purchase shares at $2.8032 and warrants at $2.8031.
- ATM Program Proceeds: As of January 16, 2026, the Company received $7,147,829 in gross proceeds from its ATM program (originally authorized for up to ~$64.9 million).
- Use of Proceeds: Funds will be used for the expansion of the Company's "Canton-centric digital asset treasury strategy" and general working capital.
Material Changes and Events
- Underwriting Agreement: On January 20, 2026, the Company entered into an agreement with Clear Street LLC for a single-institutional investor offering.
- ATM Program Update: President Street Global, LLC terminated its role as an agent under the ATM Sales Agreement on December 3, 2025. Clear Street LLC remains the sole agent.
- Registration Status: The offering is conducted under a shelf registration statement (No. 333-292648) that became effective on January 16, 2026.
Guidance, Risks, and Contingencies
- Forward-Looking Statements: The filing contains standard disclaimers regarding future expectations, strategies, and the digital asset treasury strategy, noting that actual results may differ materially due to risks and uncertainties.
- Beneficial Ownership Limitations: Pre-Funded Warrants are subject to a beneficial ownership limitation of 4.99% (selectable by the holder), which can be increased to 19.99% with a 61-day notice period.
- Indemnification: The Company has agreed to indemnify the underwriter against certain liabilities under the Securities Act.
- Closing Date: The offering was announced as closed via a press release dated January 22, 2026.
Investor Verification Checklist
- Verify the final closing date and actual gross proceeds received from the $55 million offering.
- Confirm the specific allocation of proceeds between the "Canton-centric digital asset treasury strategy" and general working capital in subsequent filings.
- Monitor the remaining capacity under the ATM program (originally ~$64.9 million, with ~$7.1 million utilized as of Jan 16, 2026).
- Review the full text of the Underwriting Agreement (Exhibit 1.1) for specific covenants and lock-up provisions.
- Check for any changes in the Company's digital asset holdings or strategy execution following the capital raise.