Business Context and Reporting Period
This Form 8-K reports the results of the Annual Meeting of Stockholders held by Tharimmune, Inc. on June 10, 2025. The company is incorporated in Delaware and trades on The Nasdaq Stock Market under the symbol THAR. A total of 1,129,458 shares were represented at the meeting, constituting a quorum.
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial statements. Consequently, data regarding revenue, profit, cash flow, margins, debt, and liquidity are not provided in this document.
Material Changes and Voting Results
The filing details the outcomes of three proposals submitted to stockholders:
- Proposal 1 (Election of Directors): All seven nominees were elected. Notably, Randy Milby received 480,332 "For" votes against 296,465 "Against" votes, while the other six directors received over 760,000 "For" votes each.
- Proposal 2 (Ratification of Auditors): Stockholders approved the appointment of Rosenberg Rich Baker Berman P.A. as the independent registered public accounting firm for the fiscal year ended December 31, 2025, with 1,085,531 "For" votes versus 40,995 "Against" votes.
- Proposal 3 (Equity Incentive Plan): The Amended and Restated 2023 Omnibus Equity Incentive Plan was approved. The vote was closely contested, with 435,460 "For" votes and 339,548 "Against" votes.
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, outlook, or discussion of risks and contingencies. It strictly reports the administrative results of the shareholder vote.
Investor Verification Checklist
- Verify the specific terms of the Amended and Restated 2023 Omnibus Equity Incentive Plan given the significant number of "Against" votes (339,548).
- Review the Definitive Proxy Statement filed on April 30, 2025, for detailed biographies of the directors and the rationale behind the equity plan.
- Confirm the company's financial status and cash runway through the most recent 10-K or 10-Q filings, as this 8-K contains no financial data.