Business Context and Reporting Period
This Form 8-K filing by Tharimmune, Inc. (THAR) reports on events occurring on July 23, 2025, with the report dated July 28, 2025. The Company, an emerging growth company incorporated in Delaware, announced the entry into a material definitive agreement for a registered direct public offering.
Key Financial Metrics and Transaction Details
The Company completed a registered direct public offering (the "Offering") that closed on July 25, 2025. The transaction generated gross proceeds of $1.74 million. The securities sold consisted of:
- 414,331 shares of Common Stock.
- 559,910 pre-funded warrants to acquire shares of Common Stock.
- 974,241 common warrants to acquire shares of Common Stock at an exercise price of $1.66 per share.
The purchase price was $1.786 per unit (one share of Common Stock or Pre-Funded Warrant plus one Common Warrant). The filing does not provide specific data on revenue, profit, cash flow, margins, or existing debt levels, as this is a current report regarding a capital raise rather than a periodic financial statement.
Material Changes and Agreements
The primary material change is the execution of a Securities Purchase Agreement and a Placement Agency Agreement dated July 23, 2025. President Street Global, LLC was engaged as the exclusive lead placement agent. The Company agreed to pay a cash fee equal to 7.0% of the aggregate gross proceeds from the sale of the units and 7.0% of the aggregate proceeds from the exercise of the Common Warrants. The Offering utilized a previously effective Shelf Registration Statement (File No. 333-270684) filed on March 24, 2023.
Outlook, Risks, and Contingencies
The filing indicates that the Common Warrants and underlying shares were offered under Section 4(a)(2) of the Securities Act and Regulation D, meaning they are not currently registered under the Securities Act or state securities laws. The Company has agreed to file a resale registration statement to enable future trading of these securities. No specific forward-looking guidance, management commentary on operational outlook, or discussion of unusual items beyond the capital raise is provided in this text.
Investor Verification Checklist
- Verify the final net proceeds after deducting the 7.0% placement agent fees and other transaction costs.
- Confirm the status of the resale registration statement for the Common Warrants to ensure liquidity for these instruments.
- Review the full text of the Purchase Agreement (Exhibit 10.1) for any restrictive covenants or redemption rights.
- Assess the dilution impact of the 974,241 Common Warrants and 559,910 Pre-Funded Warrants on existing shareholders.
- Check subsequent filings for the use of proceeds and any updates on the Company's cash position post-closing.