UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~the~~The Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported) March 3, 2026

~~Date~~CANTON ofSTRATEGIC ~~Report (Date of earliest event reported) February 18~~HOLDINGS, ~~2026~~INC.

Canton Strategic Holdings, 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.)

34 Shrewsbury ~~Avenue~~Ave., Suite 1C

Red Bank, NJ 07701

(Address of principal executive offices, including zip code)

(732) 889-3111

(Registrant’s telephone number, including area code)

Tharimmune, Inc.

(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~~CNTN		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 51.~~03.~~01 ~~Amendments~~Material toDefinitive ~~Articles of Incorporation or Bylaws; Change in Fiscal Years.~~Agreement

On ~~February~~March 183, 2026, ~~Tharimmune~~Canton Strategic Holdings, Inc. (the “Company”), ~~changed~~entered ~~its~~into ~~corporate~~an ~~name~~amended toand restated sales agreement (the “~~Canton~~Sales ~~Strategic~~Agreement”) ~~Holdings,~~with Clear Street LLC (“Clear Street”) and Virtu Americas LLC ~~Inc.~~(“Virtu”, and together with Clear Street, the “Sales Agents”), ~~pursuant~~relating to anthe ~~amended~~sale ~~and~~of ~~restated~~shares ~~certificate~~ of the ~~incorporation~~Company’s ~~filed~~common ~~with~~stock, par value $0.0001 per share (the ~~Delaware~~“Common ~~Secretary~~Stock”). ofThe ~~State~~Sales onAgreement ~~February~~amends and 9restates the ATM Sales Agreement, ~~2026~~dated as of November 6, 2025 (the “~~Name~~Original ~~Change~~Sales Agreement”), by and among the Company, Clear Street and President Street Global LLC (“President Street”). ~~Pursuant~~On toDecember ~~Delaware~~3, ~~law~~2025, President Street provided a ~~shareholder~~notice ~~vote~~pursuant ~~was~~to ~~not~~the ~~necessary~~Original Sales Agreement to ~~effectuate~~terminate ~~the~~its ~~Name Change~~role ~~and~~as ita ~~does~~sales ~~not~~agent. ~~affect~~Pursuant to the ~~rights~~Sales ofAgreement, the aggregate ~~Company’s~~gross ~~shareholders.~~sales ~~The~~price ~~Company~~of ~~also~~Common ~~amended~~Stock ~~and~~now ~~restated~~available ~~its~~for ~~bylaws~~issuance onunder ~~February 18~~the Sales Agreement is $300,000,000, ~~2026~~and tosuch ~~reflect~~amount excludes the ~~Name~~Common ~~Change~~Stock ~~and~~previously ~~reflect~~sold under the ~~current~~Original ~~size~~Sales ofAgreement. ~~the~~The ~~Board~~Sales ofAgreement ~~Directors~~was entered into to, among other things, include Virtu as an additional Sales Agent.

InAny ~~connection~~shares ~~with~~of common stock the ~~Name~~Company ~~Change~~may offer and sell, pursuant to the ~~Company~~Sales ~~changed~~Agreement, ~~its~~will ~~trading~~be ~~symbol~~offered onand sold pursuant to the ~~Nasdaq~~Company’s registration ~~Capital~~statement ~~Market~~on ~~for~~Form ~~the~~S-3 ~~Common~~(File ~~Stock,~~No. ~~from~~333-29264) ~~“THAR” to~~(the “~~CNTN~~Registration Statement”.), ~~The~~filed ~~trading~~with ~~symbol~~the ~~change~~Commission on isJanuary 9, 2026 and declared effective ason ofJanuary 16, 2026, and the ~~open~~prospectus ofsupplement ~~trading~~filed on ~~February~~the ~~18,~~date ~~2026~~hereof (to the ~~“Symbol~~prospectus contained ~~Change”)~~within the Registration Statement.

ASubject ~~copy~~to the terms and conditions of the ~~Company’s~~Sales ~~Certificate~~Agreement, the Sales Agents may sell shares of ~~Incorporation~~Common Stock by any method that is ~~attached~~deemed ~~hereto~~an “at the market offering” as ~~Exhibit~~defined ~~3.1~~in ~~and~~Rule 415(a)(4) ~~copy~~promulgated under the of the ~~Amended~~Securities ~~and~~Act ~~Restated~~of ~~Bylaws~~1933, as amended, or isany ~~attached~~other ~~hereto~~method aspermitted ~~Exhibit~~by ~~3.2~~law, which may include negotiated transactions or block trades. The Company may sell shares of Common Stock through the Sales Agents in amounts and ~~incorporated~~at times to be determined by ~~reference~~the Company from time to time subject to the terms and conditions of the Sales Agreement, but neither it nor the Sales Agents have an obligation to sell any share of Common Stock. The Company or the Sales Agents may suspend or terminate the offering of Common Stock upon notice to the other parties and subject to other conditions. The Sales Agents will use commercially reasonable efforts to effect the sales consistent with their normal trading and sales practices.

~~Item~~The 7Company has agreed to pay the Sales Agents’ commissions of up to 3.0100% ~~Regulation~~of FDthe ~~Disclosure~~aggregate gross proceeds from the sale of Common Stock pursuant to the Sales Agreement. The Company has also agreed to provide the Sales Agents with customary indemnification and contribution rights.

The ~~Company~~description ~~issued~~of athe ~~press~~Sales ~~release~~Agreement ondoes ~~February~~not ~~17,~~purport ~~2026~~to ~~announcing~~be complete and is qualified in its entirety by reference to the ~~Name~~full ~~Change~~text ~~and~~of the ~~Symbol~~Sales ~~Change~~Agreement, a copy of which is ~~attached~~filed ~~hereto~~ herewith as Exhibit 991.1, ~~(the~~and ~~“Press~~is ~~Release”)~~incorporated herein by reference.

~~The~~This ~~information~~Current ~~furnished~~Report ~~pursuant~~on toForm ~~this~~8-K ~~Item~~shall ~~7.01,~~not ~~including~~constitute ~~Exhibit~~an ~~99.1,~~offer ~~will~~to ~~not~~sell beor ~~deemed~~the tosolicitation beof ~~“filed”~~any ~~for~~offer ~~the~~to ~~purposes of~~buy ~~Section~~shares 18 of ~~the~~Common ~~Securities~~Stock, ~~Exchange~~nor shall ~~Act~~there ofbe ~~1934,~~any ~~as amended~~offer, ~~and~~solicitation ~~will~~or ~~not~~sale beof ~~incorporated~~the byCommon ~~reference~~Stock ~~into~~in any ~~filing~~state ~~under~~in ~~the Securities~~which ~~Act~~such ofoffer, ~~1933~~solicitation, asor ~~amended,~~sale ~~unless~~would ~~specifically~~be ~~identified~~unlawful prior ~~therein~~to asregistration ~~being~~or ~~incorporated~~qualification ~~therein~~under bythe ~~reference~~securities laws of such state.

~~Item~~A ~~9.01~~copy ~~Financial~~of ~~Statements~~the ~~and~~opinion ~~Exhibits~~of Reed Smith LLP relating to the validity of shares of Common Stock being offered is filed herewith as Exhibit 5.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
Exhibit Number		Description
3.1		Amended and Restated Certificate of Incorporation.
1.1		Amended and Restated Sales Agreement, dated as of March 3, 2026, among the Company and Clear Street LLC and Virtu Americas LLC, as Sales Agents
3.2		Amended and Restated Bylaws.
5.1		Opinion of Reed Smith LLP
99.1		~~Press~~Consent ~~Release,~~of ~~dated~~Reed ~~February~~Smith ~~17,~~LLP ~~2026~~(included in Exhibit 5.1).
104		~~The~~Cover ~~cover~~Page ~~page~~Interactive ~~from~~Data ~~this~~File ~~Current~~(embedded ~~Report~~within onthe ~~Form 8-K, formatted in~~ 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: February 18, 2026	Canton Strategic Holdings, Inc.
	CANTON STRATEGIC HOLDINGS, INC.
	/s/ Mark Wendland
Date: March 3, 2026	By:	/s/ Mark Wendland
	~~Mark Wendland~~	Mark Wendland
	~~Chief Executive Officer~~	Chief Executive Officer

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