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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 22, 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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
May 22, 2024, Tharimmune, Inc. (the “Company”) filed a Certificate of Amendment (the “Amendment”) to its Certificate
of Incorporation, as amended, with the Secretary of State of the State of Delaware pursuant to which it effected a 1-for-15 reverse stock
split of its issued and outstanding shares of common stock (the “Reverse Split”). The
Reverse Split will become effective at 4:01 p.m. Eastern time on May 24, 2024. Commencing with the opening of trading on The Nasdaq Capital
Market (“Nasdaq”) on May 28, 2024, the Company’s common stock will trade on a post-split basis under its existing trading
symbol “THAR.”
A
copy of the Amendment effectuating the Reverse Split is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item
8.01 Other Events.
On
May 22, 2024, the Company issued a press release announcing the Reverse Split. A copy of
the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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 22, 2024 |
Tharimmune,
Inc. |
|
|
|
/s/
Randy Milby |
|
Randy
Milby |
|
Chief
Executive Officer |
Exhibit
3.1
CERTIFICATE
OF AMENDMENT
to the
CERTIFICATE OF INCORPORATION
of
THARIMMUNE, INC.
THARIMMUNE,
INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”),
does hereby certify as follows:
FIRST:
The name of the Corporation is Tharimmune, Inc. The Certificate of Incorporation was filed with the Secretary of State of the State of
Delaware (the “Secretary of State”) on July 16, 2019, as amended on August 7, 2019, September 16, 2021, October 11, 2021,
September 21, 2023 and November 17, 2023 (as amended, the “Certificate of Incorporation”).
SECOND:
ARTICLE IV of the Corporation’s Certificate of Incorporation shall be amended by inserting the following language at the end of
such section which shall read as follows:
“Reverse
Stock Split. As of May 24, 2024 at 4:01 p.m. Eastern Time (the “Effective Time”) of this Certificate of Amendment pursuant
to the Section 242 of the General Corporation Law of the State of Delaware, each fifteen (15) shares of the Corporation’s Common
Stock, issued and outstanding immediately prior to the Effective Time (the “Old Common Stock”) shall automatically without
further action on the part of the Corporation or any holder of Old Common Stock, be reclassified, combined, converted and changed into
one (1) fully paid and nonassessable shares of Common Stock (the “New Common Stock”), subject to the treatment of fractional
share interests as described below (the “Reverse Stock Split”). The conversion of the Old Common Stock into New Common Stock
will be deemed to occur at the Effective Time. From and after the Effective Time, certificates representing the Old Common Stock shall
represent the number of shares of New Common Stock into which such Old Common Stock shall have been converted pursuant to this Certificate
of Amendment. Holders who otherwise would be entitled to receive fractional share interests of New Common Stock upon the effectiveness
of the reverse stock split shall be entitled to receive a whole share of New Common Stock in lieu of any fractional share created as
a result of such Reverse Stock Split.”
THIRD:
The stockholders of the Corporation have duly approved the foregoing amendment in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly adopted and executed in its corporate name and on
its behalf by its duly authorized officer as of the 22nd day of May, 2024.
|
THARIMMUNE, INC. |
|
|
|
|
By: |
/s/
Randy Milby |
|
Name:
|
Randy
Milby |
|
Title: |
Chief
Executive Officer |
Exhibit
99.1
Tharimmune
Announces 1-for-15 Reverse Stock Split
BRIDGEWATER,
N.J., May 22, 2024 – Tharimmune, Inc. (Nasdaq: THAR) (“Tharimmune” or the “Company”), a clinical-stage
biotechnology company developing a portfolio of therapeutic candidates for rare, inflammatory and oncologic conditions, announced today
that it will effect a 1-for-15 reverse stock split of its issued and outstanding shares of common stock after the close of trading on
The Nasdaq Capital Market (“Nasdaq”) on May 24, 2024. Tharimmune’s common stock will trade on a post-split basis when
the market opens on May 28, 2024 under the existing trading symbol “THAR” and the new CUSIP number 432705309. The reverse
stock split was approved by Tharimmune stockholders at the Annual Meeting of Stockholders held on May 14, 2024, with the final ratio
determined by the Company’s Board of Directors.
As
a result of the reverse stock split, every 15 shares of issued and outstanding common stock will be exchanged for 1 share of common stock,
with any fractional shares being rounded up to the next higher whole share. Immediately after the reverse stock split becomes effective,
the Company will have approximately 785,978 shares of common stock issued and outstanding. In addition, a proportionate adjustment will
be made to outstanding equity-based awards and other equity rights.
The
reverse stock split is primarily intended to bring the Company into compliance with Nasdaq’s $1.00 per share minimum bid price
requirement for continued listing; however, no assurance can be given that such reverse stock split will enable the Company to regain
compliance with the Nasdaq minimum bid price requirement.
About
Tharimmune, Inc.
Tharimmune,
Inc. is a clinical-stage biotechnology company developing a portfolio of therapeutic candidates for rare, inflammatory, and oncologic
diseases. The Company has acquired an exclusive worldwide license for a clinical-stage asset, known to suppress chronic, debilitating
pruritis or “uncontrollable itching” in PBC, a rare and orphan liver disease with no known cure. The Company’s early-stage
immuno-oncology pipeline includes novel multi-specific antibodies targeting unique epitopes with novel mechanisms of action against well-known,
validated targets in multiple solid tumors,, including PD-1, HER2 and HER3. Tharimmune has a license agreement with OmniAb, Inc. to access
the company’s antibody discovery technology platform against specified targets. For more information please visit: www.tharimmune.com.
Forward
Looking Statements
Certain
statements in this press release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. All
statements, other than statements of historical facts, contained in this press release, including statements regarding Tharimmune’s
strategy, future operations, future financial position, projected costs, prospects, plans and objectives of management, are forward-looking
statements. The words “anticipate,” “believe,” “continue,” “could,” “depends,”
“estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,”
“predict,” “project,” “target,” “should,” “will,” “would,” and
similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying
words. The Company may not actually achieve the plans, intentions, or expectations disclosed in these forward-looking statements, and
you should not place undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans,
intentions and expectations disclosed in these forward-looking statements. Factors that may cause such differences, include, but are
not limited to, those discussed under Risk Factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2023 and
other periodic reports filed by the Company from time to time with the Securities and Exchange Commission. In addition, the forward-looking
statements included in this press release represent the Company’s views as of the date of this release. Subsequent events and developments
may cause the Company’s views to change; however, the Company does not undertake and specifically disclaims any obligation to update
or revise any forward-looking statements to reflect new information, future events or circumstances or to reflect the occurrences of
unanticipated events, except as may be required by applicable law. These forward-looking statements should not be relied upon as representing
the Company’s views as of any date subsequent to the date of this release.
Contacts:
Tharimmune,
Inc.
ir@tharimmune.com
LHA
Investor Relations
Tirth
T. Patel
tpatel@lhai.com
212-201-6614
#
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Tharimmune (NASDAQ:THAR)
과거 데이터 주식 차트
부터 8월(8) 2024 으로 9월(9) 2024
Tharimmune (NASDAQ:THAR)
과거 데이터 주식 차트
부터 9월(9) 2023 으로 9월(9) 2024