Business Context and Reporting Period
This Form 8-K was filed by Tharimmune, Inc. (trading symbol: THAR) on July 25, 2025. The filing reports the entry into a Material Definitive Agreement regarding a private placement of securities. The company is an emerging growth company incorporated in Delaware.
Key Financial Metrics and Transaction Details
The filing details a private placement transaction with the following financial terms:
- Gross Proceeds: Expected to be $1,225,003 before deducting placement agent fees and offering expenses.
- Securities Issued:
- 641,190 shares of Common Stock.
- Pre-Funded Warrants to purchase up to 103,490 shares at an exercise price of $0.001 per share.
- Common Warrants to purchase up to 744,680 shares at an exercise price of $1.52 per share.
- Purchase Price: $1.645 per unit (one share of Common Stock or Pre-Funded Warrant plus one Common Warrant).
- Use of Proceeds: Clinical development and working capital.
The filing does not provide specific values for revenue, profit, cash flow, margins, or existing debt levels.
Material Changes
The primary material change is the capital raise via the Private Placement, which closed on July 31, 2025. This transaction increases the company's cash position and outstanding share count (including potential dilution from warrants). No prior comparable period financial data is provided in this filing to assess year-over-year changes.
Outlook, Risks, and Management Commentary
Management intends to utilize the net proceeds to advance clinical development programs and support general working capital needs. The transaction was facilitated by President Street Global as the exclusive placement agent.
Key Terms and Risks:
- Warrant Terms: Common Warrants are exercisable six months after issuance with a seven-year term. Pre-Funded Warrants are immediately exercisable.
- Ownership Limitations: Holders (including affiliates) are restricted from exercising warrants if it would result in ownership exceeding 4.99% of outstanding common stock, unless they elect to increase this limit to 9.99%.
- Net Proceeds: The actual cash received will be less than the gross proceeds due to placement agent fees and estimated offering expenses, though specific deduction amounts are not listed.
Investor Verification Checklist
- Verify the final net proceeds after deducting placement agent fees and offering expenses.
- Review the full text of the Securities Purchase Agreement (Exhibit 10.1) for specific covenants and termination provisions.
- Confirm the exact number of shares issued upon the exercise of Pre-Funded Warrants and the impact on immediate dilution.
- Assess the company's current cash runway and burn rate to determine the sufficiency of the $1.225 million gross raise for stated clinical development goals.