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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) May 14, 2024

 

THARIMMUNE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41210   84-2642541

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I. R. S. Employer

Identification No.)

 

1200 Route 22 East, Suite 2000

Bridgewater, NJ 08807

(Address of principal executive offices, including zip code)

 

(908) 955-3140

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock, $0.0001 par value   THAR   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

On May 14, 2024, Tharimmune, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). A total of 4,947,264 shares of common stock, constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting, as set forth in the Definitive Proxy Statement, filed with the Securities and Exchange Commission on March 21, 2024 are as follows:

 

Proposal 1. All of the five (5) nominees for director were elected to serve until the 2025 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death. The result of the votes to elect the five (5) directors was as follows:

 

Directors  For   Against   Abstain   Broker Non Vote 
Randy Milby   2,871,156    0    91,765    1,984,343 
Leonard Mazur   2,869,114    0    93,807    1,984,343 
Lynne A. Bui   2,848,203    0    114,718    1,984,343 
Sireesh Appajosyula   2,868,930    0    93,991    1,984,343 
Kelly Anderson   2,869,589    0    93,332    1,984,343 

 

Proposal 2. The appointment of Rosenberg Rich Baker Berman P.A., as the Company’s independent registered public accounting firm for its fiscal year ended December 31, 2024 was ratified and approved by the stockholders by the votes set forth in the table below:

 

For   Against   Abstain   Broker Non Vote
4,800,694   123,028   23,541   1

 

Proposal 3. The grant of discretionary authority to the Company’s Board of Directors to (A) amend the Company’s Certificate of Incorporation, as amended, to effect one or more consolidations of the issued and outstanding shares of common stock of the Company pursuant to which the shares of common stock would be combined and reclassified into one share of common stock at a ratio within the range from 1-for-2 up to 1-for-50 (the “Reverse Stock Split”) and (B) arrange for the disposition of fractional interests by stockholders entitled thereto by entitling such stockholders to receive from the Company’s transfer agent, in lieu of any fractional share, the number of shares of common stock rounded up to the next whole number, provided that, (X) that the Company shall not effect Reverse Stock Splits that, in the aggregate, exceeds 1-for-50, and (Y) any Reverse Stock Split is completed no later than May 14, 2025, was approved by the stockholders by the votes set forth in the table below:

 

For   Against   Abstain   Broker Non Vote
4,246,167   673,553   27,544   0

 

Proposal 4. The Tharimmune, Inc. Amended and Restated 2023 Omnibus Equity Incentive Plan was approved by the stockholders by the votes set forth in the table below:

 

For   Against   Abstain   Broker Non Vote
2,405,905   551,134   5,882   1,984,343

 

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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: May 14, 2024 Tharimmune, Inc.
   
  /s/ Randy Milby
  Randy Milby
  Chief Executive Officer

 

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May 14, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 14, 2024
Entity File Number 001-41210
Entity Registrant Name THARIMMUNE, INC.
Entity Central Index Key 0001861657
Entity Tax Identification Number 84-2642541
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 1200 Route 22 East
Entity Address, Address Line Two Suite 2000
Entity Address, City or Town Bridgewater
Entity Address, State or Province NJ
Entity Address, Postal Zip Code 08807
City Area Code (908)
Local Phone Number 955-3140
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Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, $0.0001 par value
Trading Symbol THAR
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
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