Business Context and Reporting Period
This Form 8-K is filed by Tharimmune, Inc. (not Canton Strategic Holdings, Inc.) for the reporting period of November 6, 2025. The registrant is a Delaware corporation with its principal executive offices in Red Bank, NJ, and its common stock trades on The Nasdaq Stock Market under the symbol "THAR". The company is classified as an emerging growth company.
Key Financial Metrics and Agreements
The filing details a new capital raising mechanism rather than reporting historical financial performance metrics such as revenue or profit.
- ATM Offering Size: Up to $64,910,161 in aggregate offering price of common stock.
- Commission Rate: Agents (Clear Street LLC and President Street Global LLC) will receive up to 3.00% of gross proceeds.
- Legal Expense Reimbursement: Up to $75,000 for initial legal expenses incurred by agents.
- Private Placement: The company announced the closing of a private placement offering on the same date (details of proceeds not specified in this text).
Material Changes
The primary material change is the execution of an At-The-Market (ATM) Sales Agreement on November 6, 2025. This agreement allows the company to sell shares from time to time through the designated agents. The filing also notes the closing of a separate private placement offering, though specific financial terms of that closing are not detailed in the body of this report.
Guidance, Outlook, and Risks
Management Commentary and Outlook: The company retains full discretion over the timing and amount of shares sold under the ATM agreement. There is no obligation for the company or the agents to sell any shares, and no assurance is given regarding the price, amount, or timing of future sales.
Risks and Contingencies:
- Sales Uncertainty: The company may suspend or terminate the ATM offering at any time.
- Market Conditions: Sales are subject to market conditions and the agents' normal trading practices.
- Dilution: The issuance of new shares under the ATM program will result in dilution to existing shareholders.
Investor Verification Checklist
- Verify the exact proceeds received from the private placement closing mentioned in Item 8.01 by reviewing the attached press release (Exhibit 99.1).
- Review the full text of the Sales Agreement (Exhibit 1.1) for specific termination rights and conditions.
- Monitor future filings for actual share issuance volumes and pricing under the ATM program, as no sales are guaranteed.
- Confirm the company's current cash position in its most recent 10-Q or 10-K, as this 8-K does not provide liquidity figures.