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BCS

Current Report · Items 1.01, 8.01, 9.01 · 8-K

Canton Strategic Holdings, Inc.

Entry into a Material Definitive Agreement · Other Events

Item 1.01 Entry into a Material Definitive Agreement. On July 23, 2025, Tharimmune, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) in relation to a registered direct public offering (the “Offering”) with certain purchasers, under the Shelf Registration Statement (as defined below), of $1.74 million of the Company’s securities (the “Securities”), consis…

Filed Jul 28, 2025Accepted Jul 28, 2025, 9:29 AM EDTCIK 1861657Accession 0001641172-25-021118
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Company context

Tharimmune is a clinical-stage biotechnology company developing a diverse portfolio of therapeutic candidates in immunology, inflammation and oncology. Its lead clinical asset, TH104, is being developed for a specific indication via a 505(b)2 pathway for respiratory and/or nervous system depression in military personnel and chemical incident responders who may encounter environments contaminated with high-potency opioids. The expanded pipeline includes other indications for TH104, such as chronic pruritus in primary biliary cholangitis and TH023, a new approach to treating autoimmune diseases along with an early-stage multispecific biologic platform targeting unique epitopes against multiple solid tumors through its proprietary EpiClick™Technology. The Company has a license agreement with OmniAb, Inc. to access their antibody discovery technology for targeting specified disease markers. Tharimmune continues to position itself as a leader in patient-centered innovation while working to deliver long-term value for shareholders. For more information, visit: www.tharimmune.com.

Current securities

Historical securities (1)

Recent company filings

  1. Regulation FD DisclosureOct 29, 2026
  2. 4 filingOct 27, 2026
  3. 4 filingOct 27, 2026
  4. 4 filingOct 27, 2026
  5. Results of Operations and Financial ConditionAug 14, 2026

Disclosure sections

Items 1.01, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement. On July 23, 2025, Tharimmune, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) in relation to a registered direct public offering (the “Offering”) with certain purchasers, under the Shelf Registration Statement (as defined below), of $1.74 million of the Company’s securities (the “Securities”), consisting of (i) 414,331 shares of Common Stock, par value $0.0001 per share (the “Common Stock”) and 559,910 pre-funded warrants to acquire shares of Common Stock (the “Pre-Funded Warrants”); and (ii) in a concurrent private placement, 974,241 warrants to acquire shares of Common Stock at the exercise price of $1.66 per share (the “Common Warrant”), at the price of $1.786 for each one share of Common Stock (or Pre-Funded Warrant) and Common Warrant purchased pursuant to the Purchase Agreement. In relation to the Offering, a shelf registration statement on Form S-3 (File No. 333-270684, the “Shelf Registration Statement”) relating to the securities being offered in the Offering was previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and became effective on March 24, 2023. The shares of Common Stock and shares underlying the Pre-Funded Warrants are being offered only by means of a prospectus supplement and the accompanying prospectus filed with the SEC. Additionally, the Common Warrants and the shares underlying the Common Warrants sold in the Offering are offered under Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D thereunder. The Common Warrants and the shares underlying the Common Warrants a are not registered under the Securities Act or state securities laws. Pursuant to the Purchase Agreement, the Company has agreed to file a resale registration statement covering these securities to enable their future trading upon registration or qualification under applicable laws. The Offering closed on July 25, 2025. Pursuant to a placement agency agreement dated as of July 23, 2025 (the “Placement Agency Agreement”), the Company engaged President Street Global, LLC (“President Street”) to act as the exclusive lead placement agent in connection with the Offering. The Company has agreed to pay President Street a cash fee equal to (i) 7.0% of the aggregate gross proceeds from the sale of the Units and (ii) 7.0% of the aggregate proceeds from the exercise of the Common Warrants. The foregoing descriptions of the Purchase Agreement, the Placement Agency Agreement, the Form of Pre-Funded Warrant and the Form of Common Warrant are qualified in their entirety by reference to the full text of the forms thereof, which are attached as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively, hereto and incorporated by reference herein. A copy of the opinion of Lucosky Brookman LLP relating to the validity of the Shares is filed herewith as Exhibit 5.1.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events. On July 23, 2025, the Company issued a press release announcing the pricing of the Offering. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Filed exhibits (3)
EX-4.1 (by filename) ex4-1.htm

EX-4.1 2 ex4-1.htm EX-4.1 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. PRE-FUNDED COMMON STOCK PURCHASE WARRANT THARIMMUNE, INC. Warrant Shares: ___________ Issuance Date: July 25, 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “ Warrant ”) certifies that, for value received, ___________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter…

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EX-4.2 (by filename) ex4-2.htm

EX-4.2 3 ex4-2.htm EX-4.2 Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. COMMON STOCK PURCHASE WARRANT THARIMMUNE, INC. Warrant Initial Shares: _________ Exercise Date: January 25, 2026 Issue Date: July 25, 2025 ────────────────────────────────────────────────────────── THIS COMMON STOCK PURCHASE WARRANT (the “ Warrant ”) certifies that, for value receive…

Open exhibit ↗
EX-99.1 (by filename) ex99-1.htm

EX-99.1 7 ex99-1.htm EX-99.1 Exhibit 99.1 Tharimmune Announces Pricing of $1.74 Million Registered Direct Public Offering of Common Stock and Warrants RED BANK, NJ / ACCESS Newswire / July 23, 2025 / Tharimmune, Inc. (the “Company” and “Tharimmune”) (Nasdaq Capital Market:THAR), a clinical-stage biotechnology company committed to pioneering therapies in immunology and inflammation, today announced the pricing of a registered direct public offering (the “RD Offering”) with certain purchasers, under the Shelf Registration Statement (as defined below), of up to $1.74 million of the Company’s securities (the “Securities”) consisting of (i) 414,331 shares of Common Stock, par value $0.0001 per share (the “Common Stock”) and 559,910 pre-funded warrants to acquire shares of Common Stock (the “RD Pre-Funded Warrants”), and (ii) 974,241 warrants to acquire shares of Common Stock at the exercise price of $1.66 per share (the “RD Common Warrant”), at the price of $1.786 per unit comprised of one share of Common Stock or RD Pre-Funded Warrant and RD Common Warrant purchased, which shall be effected pursuant to the terms of that certain Securities Purchase Agreement (the “RD SPA”). Strat…

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