UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On June 7, 2024, Tharimmune, Inc. (the “Company”), entered into an At the Market Offering Agreement (the “ATM Agreement”) with Rodman & Renshaw LLC (the “Manager”), under which the Company may offer and sell shares of its common stock from time to time through the Manager, as the Company’s sales agent. Sales of shares of the Company’s common stock through the Manager, if any, will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including without limitation sales made directly on the Nasdaq Stock Market LLC or any other existing trading market for the common shares. The Manager will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of the Nasdaq Stock Market LLC to sell shares of the Company’s common stock from time to time, based on instructions from the Company (including any price, time or size limits or other parameters or conditions the Company may impose). The Company will pay the Manager a commission of 3.0% of the aggregate gross proceeds from the sales of shares of the Company’s common stock sold through the Manager under the ATM Agreement. The Company also provided the Manager with customary indemnification and contribution rights.
The Company is not obligated sell any shares of its common stock under the ATM Agreement. The offering of shares of the Company’s common stock under the ATM Agreement will terminate upon the termination of the ATM Agreement in accordance with its terms.
The foregoing description of the ATM Agreement is not complete and is qualified in its entirety by reference to the full text of the ATM Agreement, a copy of which is filed as an exhibit to this report and is incorporated herein by reference. This report also incorporates by reference the ATM Agreement into the registration statement on Form S-3 described below.
The Company’s common stock is being offered and sold pursuant to the Company’s effective shelf registration statement on Form S-3 and an accompanying prospectus (Registration Statement No. 333-270684) declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on March 24, 2023, and pursuant to a prospectus supplement dated June 7, 2024.
A copy of the opinion of Sheppard, Mullin, Richter & Hampton, LLP regarding the shares of the Company’s common stock to be sold under the Sales Agreement is filed as an exhibit to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 1.1* | ATM Agreement between the Company and Rodman & Renshaw dated June 7, 2024 | |
| 5.1 | Opinion of Sheppard, Mullin, Richter & Hampton LLP | |
| 23.1 | Consent of Sheppard, Mullin, Richter & Hampton LLP (incorporated into Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K because such schedules and exhibits do not contain information which is material to an investment or voting decision or which is not otherwise disclosed in the filed agreements. The Company will furnish the omitted schedules and exhibits to the SEC upon request by the SEC.
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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: June 7, 2024 | Tharimmune, Inc. |
| /s/ Randy Milby | |
| Randy Milby | |
| Chief Executive Officer |
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