Canton Strategic Holdings, Inc 8-K, filed Oct 9, 2025
Canton Strategic Holdings, Inc. (CNTN)
About this 8-K
Canton Strategic Holdings, Inc filed this 8-K on October 9, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Special Meeting (as defined below) on October 9, 2025, the stockholders approved an amendment to the Tharimmune, Inc. Amended and Restated 2023 Omnibus Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder to 2,000,000 shares from 792,602 shares.
The foregoing descriptions of the Plan Amendment is not complete and are qualified in their entirety by reference to the full text of the Plan Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 9,2025, Tharimmune, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). A total of 3,907,536 shares of the Company’s common stock, constituting a quorum, were represented in person or by valid proxies at the Special Meeting. The final results for each of the matters submitted to a vote of stockholders at the Special Meeting, as set forth in the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on September 18, 2025, are as follows:
Proposal 1. At the Special Meeting, the stockholders approved a proposal to give our board of directors the authority, at its discretion, to file an amendment to our certificate of incorporation, as amended (the “Certificate of Incorporation”) to increase the total number of shares of the Common Stock authorized for issuance thereunder from 250,000,000 shares to an amount between 500,000,000 shares and 1,000,000,000 shares with the exact amount of the common share increase to be selected by our board of directors in its discretion and to be effected, if at all, in the sole discretion of our board of directors at any time following stockholder approval of the amendment to our Certificate of Incorporation and before October 9, 2026 without further approval or authorization of our stockholders (the “Authorized Share Increase Proposal”). The result of the votes to approve the Authorized Share Increase Proposal was as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 3,764,397 | 129,427 | 13,711 | 1 | |||||||||
Proposal 2. At the Special Meeting, the stockholders approved an amendment to the Tharimmune, Inc. Amended and Restated 2023 Omnibus Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder to 2,000,000 shares from 792,602 shares (the “Plan Amendment”). The result of the votes to approve the Plan Amendment was as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 2,419,032 | 86,170 | 3,265 | 1,399,069 | |||||||||
Proposal 3. At the Special Meeting, the stockholders approved a proposal to issue securities in one or more non-public offerings in accordance with Nasdaq Marketplace Rules 5635(a) and 5635(d) (the “Future Offerings Proposal”). The result of the votes to approve the Future Offerings Proposal was as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 2,419,243 | 87,306 | 1,918 | 1,399,069 | |||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | First Amendment to Tharimmune Inc. Amended and Restated 2023 Omnibus Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 9, 2025 | THARIMMUNE, INC. |
/s/ Sireesh Appajosyula | |
Sireesh Appajosyula | |
| Chief Executive Officer |
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Exhibit 10.1
FIRST AMENDMENT
TO
THARIMMUNE INC.
AMENDED AND RESTATED
2023 OMNIBUS EQUITY INCENTIVE PLAN
This FIRST AMENDMENT TO THARIMMUNE, INC. AMENDED AND RESTATED 2023 OMNIBUS EQUITY INCENTIVE PLAN (this “Amendment”) of the Tharimmune, Inc. Amended and Restated 2023 Omnibus Equity Incentive Plan (the “Plan”) is made as of the 25th day of August, 2025, by the Board of Directors (the “Board”) of Tharimmune, Inc., a Delaware corporation (the “Company”), pursuant to Section 12 of the Plan. All terms used by not defined herein shall have the meaning set forth in the Plan.
RECITALS
WHEREAS, the Board may amend, alter or terminate the Plan pursuant to Section 12 of the Plan, provided that no such action shall materially impair the rights of a Participant under any Award theretofore granted without such Participant’s consent (the “Amendment Conditions”);
WHEREAS, this Amendment satisfies the Amendment Conditions; and
WHEREAS, this Amendment is being submitted to the stockholders of the Company (the “Stockholders”) having not less than the minimum number of votes that would be necessary to authorize or to take the actions set forth herein and such Stockholders have authorized, ratified, approved, and confirmed this Amendment.
AGREEMENT
NOW, THEREFORE, the Board hereby amends the Plan as follows:
1. Shares Reserved for Issuance Under the Plan. The references to 792,602 shares in Sections 4(a)(i) and 4(c) of the Plan are hereby replaced with 2,000,000.
Miscellaneous.
Amendments. Except as specifically modified herein, the Plan shall remain in full force and effect in accordance with all of the terms and conditions thereof except that the Plan is hereby amended in all other respects, if any, necessary to conform with the intent of the amendments set forth in this Amendment. Upon the effectiveness of this Amendment, each reference in the Plan to “the Plan,” “hereunder,” “herein,” or words of similar import shall mean and be a reference to the Plan as amended by this Amendment.
Severability. Each provision of this Amendment shall be considered severable and if for any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and illegal.
Governing Law. This Amendment shall be governed in accordance with the laws of Delaware, without giving effect to principles of conflicts of law of New Jersey or any other state.
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