Tharimmune, Inc. 8-K

What Happened

• Tharimmune, Inc. announced results from its virtual special meeting of stockholders held January 30, 2026 (record date December 3, 2025). Of 36,444,785 outstanding shares, 20,076,887 shares (≈55.08%) were represented, establishing a quorum.
• Stockholders elected two new directors: Jill E. Sommers (19,950,989 votes for; 125,898 withheld) and William Wiley (20,053,785 votes for; 23,102 withheld).
• The company also reported shareholder votes approving several share-issuance proposals related to warrants and advisor awards, and a proposal to permit adjournments to solicit additional proxies. A press release announcing the director elections was filed as Exhibit 99.1 on February 2, 2026.

Key Details

• Record date: December 3, 2025; Special meeting date: January 30, 2026; quorum: 20,076,887 shares (~55.08%).
• Director votes: Jill E. Sommers — 19,950,989 for / 125,898 withheld; William Wiley — 20,053,785 for / 23,102 withheld.
• Share-issuance votes approved:
  • Strategic Advisor Warrants issuance: 19,951,019 for / 67,751 against / 58,117 abstain.
  • Cryptocurrency Pre-Funded Warrants issuance: 19,948,783 for / 71,659 against / 56,445 abstain.
  • Advisor RSUs and related shares: 19,982,938 for / 37,749 against / 56,200 abstain.
• Equity plan amendment to add 7,000,000 shares: 19,074,470 for / 946,220 against / 56,197 abstain.
• Adjournment authorization: 19,574,721 for / 442,495 against / 59,671 abstain.

Why It Matters

• The election of two new directors changes the company’s board composition—investors should note new governance members and any future disclosures about their roles or committee assignments.
• Approvals relating to warrants, RSUs and the 7,000,000-share increase to the 2023 Omnibus Equity Incentive Plan permit future issuance of common stock upon exercise or settlement. If exercised/settled, these items would increase outstanding shares and could dilute existing shareholders.
• The filing and press release provide official confirmation of the meeting outcomes; investors tracking potential dilution, executive compensation, or board changes should monitor subsequent filings for related issuances or material agreements.