Tharimmune, Inc. 8-K

What Happened

• Tharimmune, Inc. announced on an 8-K that it entered into an underwriting agreement with Clear Street LLC on January 20, 2026, for a registered offering to a single institutional investor that generated approximately $55 million in gross proceeds (before discounts, commissions and expenses). The offering consisted of 1,800,000 shares of common stock at an offering price of $2.92 per share and pre‑funded warrants covering up to 17,000,000 additional shares.
• The company disclosed terms of the pre‑funded warrants (exercise price $0.0001 per share, immediately exercisable, no expiration) and beneficial ownership limits (default 4.99% per holder, can be adjusted up to 19.99% with notice and a 61‑day delay). The 8-K also notes the closing was announced in a press release dated January 22, 2026.

Key Details

• Underwriting agreement date: January 20, 2026; sole underwriter: Clear Street LLC.
• Offering: 1,800,000 common shares at $2.92/share and pre‑funded warrants to purchase up to 17,000,000 shares; gross proceeds ~ $55M.
• Underwriter purchase prices to company: $2.8032 per common share and $2.8031 per pre‑funded warrant.
• ATM program update: Sales Agreement signed Nov 6, 2025; President Street resigned as agent Dec 3, 2025; ATM gross proceeds received as of Jan 16, 2026: $7,147,829.

Why It Matters

• The transaction provides Tharimmune with meaningful new capital intended primarily to support its stated "Canton‑centric digital asset treasury strategy" and for general working capital. For investors, the deal reduces near‑term financing risk but introduces potential dilution if the pre‑funded warrants are exercised (they cover up to 17M shares). Monitor future filings for updated share count, net proceeds after fees, and any changes to the company’s treasury or capital plans.