Business Context and Reporting Period
This Form 8-K is filed by Tharimmune, Inc. (not Canton Strategic Holdings, Inc.) on November 3, 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 filing discloses a private placement offering and related strategic advisory arrangements.
Key Financial Metrics and Transaction Details
The filing details a capital raise structured as a private placement offering (the "Offerings") consisting of two components:
- Cash Offering: Sale of common stock and/or pre-funded warrants to accredited investors at an offering price of $3.075 per share (or $3.0749 for pre-funded warrants).
- Cryptocurrency Offering: Sale of pre-funded warrants to accredited investors in exchange for cryptocurrency at an offering price of $3.075 less $0.0001 per warrant.
- Strategic Advisor Warrants: Issuance of warrants equal to 5.00% of the aggregate number of shares sold in the offering (on a fully diluted basis) to strategic advisors at an exercise price of $0.001.
Note: The filing text does not provide the total aggregate number of shares sold, total proceeds raised, or specific cash flow, revenue, or debt figures for the reporting period.
Material Changes and Lock-Up Provisions
The primary material change is the execution of securities purchase agreements for the Offerings. Key terms include:
- Lock-Up Agreements: Purchasers have agreed not to sell, transfer, pledge, hedge, or dispose of the Common Stock and Pre-Funded Warrant Shares until the resale registration statement is declared effective.
- Regulation FD Disclosure: An investor presentation was delivered to potential investors on a confidential basis (Exhibit 99.1), which is not deemed "filed" for liability purposes under Section 18 of the Exchange Act.
Guidance, Outlook, and Risks
The filing does not contain specific forward-looking guidance, revenue outlook, or management commentary regarding future financial performance beyond the description of the transaction. The primary risks and contingencies relate to the effectiveness of the resale registration statement required for the lock-up release and the dilution impact of the 5.00% strategic advisor warrants.
Investor Verification Checklist
- Verify the total aggregate proceeds raised and the exact number of shares/warrants issued in the Cash and Cryptocurrency Offerings (not explicitly stated in the summary text).
- Review the full text of the Strategic Advisory Agreement (Exhibit 10.4) to understand the specific obligations and potential conflicts of interest with the Lead Strategic Advisor.
- Confirm the status of the resale registration statement required to release the lock-up agreements on the purchased securities.
- Examine the Investor Presentation (Exhibit 99.1) for detailed use of proceeds and strategic plans, noting it is not incorporated by reference for liability purposes.