Tharimmune, Inc. 8-K

What Happened
Tharimmune, Inc. filed a Form 8-K (Jan 15, 2026) reporting that on January 9, 2026 it received a Nasdaq notice that it is not in compliance with Nasdaq Listing Rule 5605 because a majority of its board is not independent. The noncompliance arose after directors Nancy Davis and Sanam Parikh resigned effective November 6, 2025; Mark Wendland was elected to replace Parikh, leaving one Board vacancy. The Company expects to cure the deficiency by seeking shareholder approval to elect two additional independent directors at a special meeting on January 30, 2026.

Key Details

• Nasdaq Rule cited: Listing Rule 5605 (board independence requirement).
• Notice received: January 9, 2026; 8-K filed: January 15, 2026.
• Resignations/election: Nancy Davis and Sanam Parikh resigned effective November 6, 2025; Mark Wendland was elected to replace Parikh.
• Cure period: Until the earlier of the Company’s next annual meeting or November 6, 2026 (or, if the next annual meeting is before May 5, 2026, then no later than May 5, 2026). Company expects compliance after the Jan 30, 2026 special meeting.

Why It Matters
Board independence is a Nasdaq listing requirement; failure to regain compliance can lead to further Nasdaq oversight or potential delisting actions. Tharimmune has been granted a cure period and states it expects to restore compliance following the planned shareholder vote to add two independent directors. Investors should note this is a governance/compliance matter disclosed under Item 3.01, not a financial-results filing; the company’s timely cure will be important to preserve its Nasdaq listing.