Exhibit 3.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On November 17, 2023, 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-25 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 November 20, 2023. Commencing with the opening of trading on The Nasdaq Capital Market (“Nasdaq”) on November 21, 2023, 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 November 17, 2023, 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.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Certificate of Incorporation, as amended, dated November 17, 2023. | |
| 99.1 | Press Release dated November 17, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the 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: November 17, 2022 | Tharimmune, Inc. |
| /s/ Randy Milby | |
| Randy Milby | |
| Chief Executive Officer |
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Exhibit 3.1
Exhibit 99.1
Tharimmune Announces 1-for-25 Reverse Stock Split
BRIDGEWATER, N.J., November 17, 2023 (GLOBE NEWSWIRE) –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-25 reverse stock split of its issued and outstanding shares of common stock. The reverse stock split was previously approved by Tharimmune stockholders at the Annual Meeting of Stockholders held on October 23, 2023, with the final ratio determined by the Company’s Board of Directors. The reverse stock split will become effective at 4:01 p.m. Eastern time on November 20, 2023. Commencing with the opening of trading on The Nasdaq Capital Market (“Nasdaq”) on November 21, 2023, the Company’s common stock will trade on a post-split basis under its existing trading symbol “THAR.”
Following the reverse stock split, the CUSIP number for the Company’s common stock will be 432705200. As a result of the reverse stock split, every 25 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 700,474 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. 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/A for the year ended December 31, 2022 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.
Investor Relations Contact
ir@tharimmune.com
www.tharimmune.com