UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
On April 1, 2025, Tharimmune, Inc. (the “Company”) received a notice (the “Notice”) from the Listing Qualifications staff of Nasdaq notifying the Company that its stockholders equity as reported in its Annual Report on Form 10-K for the period ended December 31, 2024, did not satisfy the continued listing requirements under Nasdaq Listing Rule 5550(b)(1) for The Nasdaq Capital Market, which requires that a listed company’s stockholder equity be at least $2,500,000. On May 15, 2025, the Company submitted its plan of compliance to Nasdaq.
On July 25, 2025, the Company closed on a registered direct offering of shares of common stock (and common stock equivalents) and a concurrent private placement of warrants for gross proceeds of approximately $1.7 million. In addition, on August 27, 2025, the Company closed on a registered direct offering of shares of common stock (and common stock equivalents) for gross proceeds of approximately $5.35 million.
As a result of the transactions described above, as of the date hereof, the Company’s stockholders equity is greater than $2,500,000. For more information, please refer to the Company’s unaudited consolidated balance sheet as of August 31, 2025 which has been furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Unaudited Consolidated Balance Sheet as of August 31, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| -2- |
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: September 5, 2025 | Tharimmune, Inc. |
| /s/ Sireesh Appajosyula | |
| Sireesh Appajosyula | |
| Chief Executive Officer |
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Exhibit 99.1
THARIMMUNE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| August 31, 2025 | ||||
| (Unaudited) | ||||
| ASSETS | ||||
| Current assets | ||||
| Cash and cash equivalents | $ | 8,782,667 | ||
| Prepaid expenses and other current assets | 151,591 | |||
| Deferred offering costs | 92,168 | |||
| Total current assets | 9,026,426 | |||
| Total assets | $ | 9,026,426 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||
| Current liabilities | ||||
| Accounts payable | $ | 870,296 | ||
| Accrued expenses | 1,046,057 | |||
| Insurance premium financing liability | 49,599 | |||
| Note payable | 184,139 | |||
| Total current liabilities | 2,150,091 | |||
| Total liabilities | 2,150,091 | |||
| Stockholders’ equity | ||||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of August 31, 2025 | - | |||
Common stock, $0.0001 par value, 250,000,000 shares authorized, 6,809,460 shares issued and 6,809,214 shares outstanding as of August 31, 2025, respectively | 681 | |||
| Additional paid-in capital | 49,095,404 | |||
| Accumulated deficit | (42,149,785 | ) | ||
| Treasury stock, at cost, 246 shares held in treasury as of August 31, 2025 | (69,965 | ) | ||
| Total stockholders’ equity | 6,876,335 | |||
| Total liabilities and stockholders’ equity | $ | 9,026,426 | ||