Accessibility StatementSkip Navigation Mr. Toomey added, "We are entering a new era where public markets will benefit from the transparency, efficiency, and programmability enabled by the Canton Network. At Tharimmune, we are committed to setting the standard for how companies can engage with this technology in a responsible and value-accretive manner by supporting the development of real-world applications and accelerating the future of institutional finance." This growth reflects increasing demand for tok ...

Nasdaq-listed Tharimmune (THAR) has raised about $540 million in a private placement led by DRW and Liberty City Ventures, as the biotech firm pivots toward a digital asset treasury (DAT) strategy centered on canton coin (CC), the company said in a press release Monday. THAR is up roughly 30% on the announcement. The thinly-traded canton coin, the utility token powering the Canton Network, a blockchain designed for institutional finance, is lower by 4%. The round also drew participation from a wide range ...

Accessibility StatementSkip Navigation NEW YORK, Nov. 3, 2025 /PRNewswire/ -- Tharimmune, Inc. (NASDAQ: THAR) ("Tharimmune" or the "Company") today announced that it has entered into subscription agreements with certain institutional and accredited investors in a private placement offering (the "Offering")Â for the purchase and sale of shares of common stock (or par value pre-funded warrants in lieu thereof) at a price of $3.075 per share, for expected aggregate gross proceeds of approximately $540 million, ...

Core Insights - Premarket trading is showing notable activity with significant price movements indicating potential trading opportunities before the market opens [1] Premarket Gainers - AgriFORCE Growing Systems Ltd. (AGRI) has increased by 263% to $8.73 [3] - Qualigen Therapeutics, Inc. (QLGN) has risen by 212% to $8.87 [3] - Flora Growth Corp. (FLGC) is up 103% at $55.36 [3] - Boxlight Corporation (BOXL) has gained 102% to $3.16 [3] - Platinum Analytics Cayman Limited (PLTS) is up 96% at $14.00 [3] - Metsera, Inc. (MTSR) has increased by 59% to $52.99 [3] - Anywhere Real Estate Inc. (HOUS) is up 51% at $10.72 [3] - Fold Holdings, Inc. (FLD) has risen by 30% to $5.93 [3] - ARB IOT Group Limited (ARBB) is up 28% at $8.02 [3] - MBX Biosciences, Inc. (MBX) has increased by 26% to $12.64 [3] Premarket Losers - AlphaVest Acquisition Corp (ATMV) has decreased by 27% to $15.99 [4] - Helius Medical Technologies, Inc. (HSDT) is down 17% at $20.00 [4] - CEA Industries Inc. (BNC) has fallen by 15% to $8.20 [4] - Simpple Ltd. (SPPL) is down 13% at $5.00 [4] - FatPipe, Inc. (FATN) has decreased by 11% to $7.87 [4] - Tharimmune, Inc. (THAR) is down 11% at $3.20 [4] - Yueda Digital Holding (YDKG) has fallen by 11% to $2.98 [4] - American Battery Technology Company (ABAT) is down 10% at $2.94 [4] - AGM Group Holdings Inc. (AGMH) has decreased by 9% to $9.36 [4] - Antelope Enterprise Holdings Limited (AEHL) is down 5% at $3.38 [4]

Core Insights - Tharimmune, Inc. is a clinical-stage biotechnology company focused on developing innovative therapeutic candidates for inflammation, immunology, and critical unmet medical needs [1][4] - The company will participate in three major Fall conferences to present new results, including the ACG Annual Scientific Meeting, AASLD Annual Conference, and AAPS PharmSci 360 [2][3] Company Overview - Tharimmune's lead clinical asset, TH104, targets respiratory and/or nervous system depression in military personnel and chemical incident responders exposed to high-potency opioids [4] - The expanded pipeline includes indications for chronic pruritus in primary biliary cholangitis and TH023, which addresses autoimmune diseases [4] - The company utilizes proprietary EpiClick Technology for a multispecific biologic platform targeting solid tumors and has a license agreement with OmniAb, Inc. for antibody discovery technology [4]

Part I [Financial Statements](index=5&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) The company's unaudited condensed consolidated financial statements for the period ended June 30, 2025, reflect a $4.4 million net loss for the first six months, decreased cash and total assets, a significant accumulated deficit, and recent financing activities, highlighting substantial doubt about its going concern ability [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets decreased to $2.53 million from $3.72 million, driven by reduced cash, while total liabilities slightly decreased and stockholders' equity significantly fell from $1.31 million to $0.37 million Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | June 30, 2025 ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $2,241,980 | $3,559,361 | | Total current assets | $2,530,166 | $3,721,624 | | **Total assets** | **$2,530,166** | **$3,721,624** | | **Liabilities & Equity** | | | | Total current liabilities | $2,162,807 | $2,413,982 | | **Total liabilities** | **$2,162,807** | **$2,413,982** | | Accumulated deficit | $(41,297,951) | $(36,901,094) | | **Total stockholders' equity** | **$367,359** | **$1,307,642** | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the three and six months ended June 30, 2025, net losses were $1.86 million and $4.40 million respectively, narrowing from 2024 primarily due to reduced research and development expenses Statement of Operations Summary (Unaudited) | Metric | Q2 2025 ($) | Q2 2024 ($) | H1 2025 ($) | H1 2024 ($) | | :--- | :--- | :--- | :--- | :--- | | Research and development | $546,204 | $999,553 | $1,140,274 | $2,024,811 | | General and administrative | $1,304,956 | $1,373,901 | $3,257,555 | $2,695,946 | | **Loss from operations** | **$(1,851,160)** | **$(2,373,454)** | **$(4,397,829)** | **$(4,720,757)** | | **Net loss** | **$(1,855,153)** | **$(2,325,057)** | **$(4,396,857)** | **$(4,581,166)** | | **Net loss per share (Basic & Diluted)** | **$(0.64)** | **$(2.42)** | **$(1.61)** | **$(4.96)** | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash used in operations improved to $3.83 million, financing activities provided $2.51 million, resulting in a $1.32 million cash decrease and an ending balance of $2.24 million Cash Flow Summary for the Six Months Ended June 30 (Unaudited) | Cash Flow Activity | 2025 ($) | 2024 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | $(3,831,531) | $(5,004,484) | | Net cash provided by financing activities | $2,514,150 | $1,964,959 | | **Net decrease in cash** | **$(1,317,381)** | **$(3,039,525)** | | **Cash, end of period** | **$2,241,980** | **$7,895,827** | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's clinical-stage biotech business, product pipeline, accounting policies, a going concern warning due to recurring losses, recent equity financings, stock-based compensation, and commitments, with subsequent events including additional post-quarter financing - The company is a clinical-stage biotechnology firm focused on immunology and inflammation, with its lead candidate, **TH104**, receiving positive FDA feedback for a 505(b)(2) New Drug Application (NDA) pathway for an indication related to opioid exposure, expected to be the lead program[26](index=26&type=chunk) - Management has concluded there is **substantial doubt** about the Company's ability to continue as a going concern for at least one year, citing recurring negative cash flows and the need for substantial additional funding[31](index=31&type=chunk) - The company has actively raised capital through an At-the-Market (ATM) agreement and multiple Private Investment in Public Equity (PIPE) offerings in June 2024, December 2024, and June 2025, raising combined net proceeds of approximately **$5.9 million**[30](index=30&type=chunk) - Subsequent to the quarter end, the company closed a registered direct offering for **$1.74 million** in July 2025 and another private placement for approximately **$1.1 million** in net proceeds[117](index=117&type=chunk)[118](index=118&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=28&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the company's clinical-stage candidates, noting a decreased net loss in Q2 and H1 2025 due to lower R&D, while the liquidity section reiterates going concern uncertainty and reliance on equity financing [Overview](index=28&type=section&id=Overview) Tharimmune is a clinical-stage biotech focused on immunology and inflammation, primarily developing TH104 for opioid exposure prophylaxis via a 505(b)(2) NDA pathway, alongside TH023 and an early-stage immuno-oncology pipeline - The lead program is **TH104**, focusing on the PrHPO indication (prophylaxis of respiratory/nervous system depression from high-potency opioids) following positive FDA feedback on a 505(b)(2) NDA pathway[123](index=123&type=chunk) - The company licensed **TH023**, an oral anti-TNF-α monoclonal antibody (infliximab), from Intract Pharma and plans to advance it through regulatory authorization for a first-in-human trial[124](index=124&type=chunk)[127](index=127&type=chunk) - The company is also developing an early-stage immuno-oncology pipeline, including bispecific antibodies like **HS1940** (anti-PD-1/VEGF) and **HS3215** (anti-HER2/HER3)[125](index=125&type=chunk) [Results of Operations](index=33&type=section&id=Results%20of%20Operations) The company's net loss decreased in both Q2 and H1 2025 compared to prior year, primarily due to lower research and development expenses, while general and administrative expenses increased over the six-month period Comparison of Results for the Three Months Ended June 30, | Expense Category | 2025 ($) | 2024 ($) | Change ($) | | :--- | :--- | :--- | :--- | | Research and development | $546,204 | $999,553 | $(453,349) | | General and administrative | $1,304,956 | $1,373,901 | $(68,945) | | **Net loss** | **$(1,855,153)** | **$(2,325,057)** | **$469,904** | - The Q2 2025 decrease in R&D expenses was mainly due to lower pre-clinical vendor expenses (approximately **$0.3 million**) and license fees (approximately **$0.4 million**), offset by higher stock-based compensation (approximately **$0.2 million**)[148](index=148&type=chunk) Comparison of Results for the Six Months Ended June 30, | Expense Category | 2025 ($) | 2024 ($) | Change ($) | | :--- | :--- | :--- | :--- | | Research and development | $1,140,274 | $2,024,811 | $(884,537) | | General and administrative | $3,257,555 | $2,695,946 | $561,609 | | **Net loss** | **$(4,396,857)** | **$(4,581,166)** | **$184,309** | - The H1 2025 increase in G&A expenses was primarily due to increases in stock compensation expense (approximately **$0.3 million**), investor relations fees (approximately **$0.5 million**), and director remuneration (approximately **$0.2 million**), offset by lower personnel expense (approximately **$0.4 million**)[154](index=154&type=chunk) [Liquidity and Capital Resources](index=36&type=section&id=Liquidity%20and%20Capital%20Resources) The company finances operations through equity offerings, faces substantial doubt about its going concern ability due to a $41.3 million accumulated deficit and recurring losses, necessitating significant additional capital - The company had an accumulated deficit of approximately **$41.3 million** as of June 30, 2025, and incurred operating losses of **$4.4 million** in the first six months of 2025[158](index=158&type=chunk) - Recent financing includes combined net proceeds of approximately **$5.9 million** from PIPE offerings in June 2024, December 2024, and June 2025, and **$0.2 million** from ATM sales in April and May 2025[159](index=159&type=chunk)[160](index=160&type=chunk) - There is **substantial doubt** about the company's ability to continue as a going concern, and failure to obtain sufficient additional funding could force delays or termination of clinical trial activities[161](index=161&type=chunk)[162](index=162&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=38&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As a "smaller reporting company," Tharimmune, Inc. is exempt from providing quantitative and qualitative disclosures about market risk - The Company is a "smaller reporting company" as defined in Rule 12b-2 of the Exchange Act and is not required to provide the information for this item[179](index=179&type=chunk) [Controls and Procedures](index=39&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded the company's disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting during the quarter - The Principal Executive Officer and Principal Financial Officer concluded that the company's disclosure controls and procedures were **effective** as of June 30, 2025[180](index=180&type=chunk) - No changes in internal control over financial reporting occurred during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, internal controls[181](index=181&type=chunk) Part II [Legal Proceedings](index=39&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company is not currently aware of any legal proceedings or claims that would materially adversely affect its business, financial condition, or operating results - The company is currently not aware of any legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on its business[184](index=184&type=chunk) [Risk Factors](index=39&type=section&id=ITEM%201A.%20RISK%20FACTORS) No material changes have occurred in the company's risk factors from those previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024 - There have been **no material changes** in the company's risk factors from those previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024[185](index=185&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=39&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company reported no unregistered sales of equity securities during the period - None[186](index=186&type=chunk) [Other Information](index=40&type=section&id=ITEM%205.%20OTHER%20INFORMATION) During the quarter ended June 30, 2025, no directors or executive officers adopted or terminated any Rule 10b5-1 trading plan or non-Rule 10b5-1 trading arrangement - During the fiscal quarter ended June 30, 2025, none of the Company's directors or executive officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of Company securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)[189](index=189&type=chunk) [Exhibits](index=40&type=section&id=ITEM%206.%20EXHIBITS) This section lists exhibits filed with the Form 10-Q, including warrant agreements, employment agreements, securities purchase agreements, and required officer certifications - The report includes several exhibits, such as warrant agreements from a recent offering, employment agreements for the CEO and Chairman, and a settlement agreement with the former CEO[189](index=189&type=chunk)

TH104 - Opioid Overdose Prophylaxis - TH104 is a first-in-class buccal film delivery of nalmefene for military use and is NDA fileable[6, 84] - The FDA has confirmed that no additional clinical trials will be required prior to NDA submission for TH104 for its initial indication[7] - Current naloxone autoinjector provides approximately 2-hour protection versus 7-hour fentanyl exposure, necessitating frequent re-dosing[17] - Government acquired 788,000 Kaléo autoinjector units, indicating growing demand for synthetic opioid countermeasures[46] - At 24-hours, Groups A & B in Phase 1 Chronic Liver Disease (CLD) Study had mean declines of 30.7% & 35.2%, respectively in pruritus scores[106] TH023 - Oral Anti-TNFα for Autoimmune Diseases - TH023 is an oral anti-TNFα monoclonal antibody targeting autoimmune diseases and is Phase 1-ready[6, 84] - The oral anti-TNFα market opportunity has the potential to disrupt the $50B+ global autoimmune biologics market[6, 84] - The existing market size generated annually by TNFα inhibitors (e.g., Humira, Remicade) is approximately $47B[58] Strategic & Financial - The company anticipates a clear pathway to NDA submission for TH104 within 12 months of CMC initiation[34] - The global PBC treatment market is valued at approximately $2.5B and is expected to grow[96]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 34 Shrewsbury Avenue, Red Bank NJ 07701 (Address of principal executive offices) (Zip code) (908) 270-8260 (Registrant's telephone number, including area code) Securities registered pursuant to Section 1 ...

Licensing and Agreements - Tharimmune entered into a patent license agreement with Avior Inc. for TH104 and TH103, receiving an exclusive sublicensable right and license, with an upfront fee of $400,000 and potential milestone payments totaling $24.25 million[386][392]. - The company licensed INT-023/TH023, an oral anti-TNF-α monoclonal antibody, from Intract Pharma, with an upfront fee of $400,000 and mid-single digit royalties based on net product sales[387][394]. - A Research and Development Collaboration Agreement with Applied Biomedical Science Institute was established, granting exclusive rights to ABSI Patents, with a total compensation expense of $250,000 for stock issued[390][391]. - The Enkefalos License Agreement was signed for global rights to cyclotide compounds for HER2 antibodies, with an upfront fee of $150,000 and potential milestone payments up to $8.5 million[393]. - An at-the-market offering agreement was entered into with Rodman & Renshaw LLC, allowing the sale of common stock up to a total amount of $1.65 million[395]. Clinical Development - The FDA approved the IND application for TH104 in February 2023, targeting moderate-to-severe chronic pruritus in patients with primary biliary cholangitis, with topline data expected in Q4 2025[386]. - The Phase 1 clinical trial of TH104 showed an absolute bioavailability (F) of 45.9% compared to intravenous nalmefene, with a median time to maximum concentration (Cmax) of 2.0 hours and a mean half-life (T1/2) of 14 hours[396]. - The FDA provided positive feedback for the Phase 2 clinical trial of TH104, confirming the plan to pursue a 505(b)(2) approval pathway[397]. - The company plans to initiate a hepatic impairment study prior to launching the Phase 2 study for TH104 in early 2025[397]. - Tharimmune is developing a pipeline of novel therapeutic candidates targeting high-value immuno-oncology targets, including bispecific antibodies and antibody drug conjugates, with IND-enabling studies anticipated in 2025[388]. - The company has a strategy to develop HS0059 as a bispecific ADC targeting HER2 and HER3 receptors in high unmet need tumors[389]. Financial Performance - Research and development expenses increased by $2.8 million, or 80%, to $6.4 million for the year ended December 31, 2024, primarily due to clinical trial expenses and increased license fees[415]. - Total operating expenses for the year ended December 31, 2024, were $12.4 million, an increase of $2.98 million compared to $9.46 million in 2023[414]. - The company incurred a net loss of $12.2 million for the year ended December 31, 2024, compared to a net loss of $9.3 million in 2023[414]. - Interest income increased by $97,277, or 64%, to $249,908 for the year ended December 31, 2024, primarily due to increased cash from PIPE offerings[418]. - Net cash used in operating activities for 2024 was $10.9 million, an increase of 49% from $7.3 million in 2023[424][425][426]. - Net cash provided by financing activities decreased to $3.5 million in 2024 from $11.7 million in 2023, a decline of approximately 70%[424][428]. - The net loss for 2024 was $12.2 million, compared to a net loss of $9.3 million in 2023, representing a 31% increase in losses[425][426]. - Cash decrease for 2024 was $7.4 million, contrasting with an increase of $4.4 million in 2023[424]. - Non-cash stock-based compensation for 2024 was approximately $0.7 million, slightly down from $0.8 million in 2023[425][426]. - Proceeds from PIPE offerings in 2024 amounted to $4.1 million, contributing to the financing activities[427]. Company Strategy and Future Outlook - The company has an accumulated deficit of approximately $36.9 million as of December 31, 2024, and will need substantial additional funding to support future operations[420]. - The company plans to continue relying on exemptions under the JOBS Act as an "emerging growth company" until certain revenue or debt thresholds are met[438]. - The company utilizes estimates in financial reporting, which may lead to variances between estimated and actual results[430]. - Research and development costs are expensed as incurred, with significant investments in clinical trials and drug supply manufacturing[431]. - The company executed a reverse stock split at a ratio of 1-for-15 on May 24, 2024[429].

Licensing and Agreements - Tharimmune entered into a patent license agreement with Avior Inc. for exclusive rights to develop TH104 and TH103, with an upfront payment in the mid-six digits and milestone payments totaling $24.25 million[114][121] - The company licensed INT-023/TH023, an oral anti-TNF-α monoclonal antibody, from Intract Pharma, with a mid-six digit upfront payment and mid-single digit royalties based on net product sales[115][123] - A manufacturing agreement for clinical trial supply of TH104 was signed, with clinical packaging expected by the end of the year[126] - The Enkefalos License Agreement involves an upfront payment of $150,000 and milestone payments up to $8.5 million[122] - The company entered into a nonbinding letter of intent to acquire Intract, with Intract shareholders expected to own 49% of the combined entity, Tharimmune, Inc.[127] Research and Development - TH104 is being developed for the treatment of moderate-to-severe chronic pruritis in patients with primary biliary cholangitis, with topline data expected in Q4 2025[114] - The company is advancing TH3215, a bispecific antibody targeting HER2 and HER3, into IND-enabling studies in 2025[116] - TH0059, a HER2/HER3 bispecific ADC, and TH1940, a PD-1 Picobody, are also expected to enter IND-enabling studies in 2025[116] - Research and development expenses increased by $1.8 million, or 367%, to $2.3 million for the three months ended September 30, 2024, primarily due to clinical trial expenses and license fees[137] - For the nine months ended September 30, 2024, research and development expenses increased by $1.7 million, or 68%, to $4.3 million, mainly due to clinical trial expenses and license fees[141] - Research and development costs are expensed as incurred, including personnel costs and third-party contractor expenses[158] Financial Performance - The company incurred operating losses of approximately $8.6 million for the nine months ended September 30, 2024, with an accumulated deficit of approximately $33.1 million[145] - Cash used in operating activities for the nine months ended September 30, 2024 was $7.9 million, consisting of a net loss of $8.4 million[151] - Interest income rose by $44,277, or 156%, to $72,728 for the three months ended September 30, 2024, attributed to increased cash from recent offerings[140] - General and administrative expenses increased by $0.2 million, or 17%, to $1.6 million for the three months ended September 30, 2024, driven by personnel costs and professional fees[138] - The company expects general and administrative expenses to increase in the future as it expands personnel to support research activities[134] Funding and Capital Structure - A securities purchase agreement was signed for a private placement, resulting in net proceeds of approximately $1.8 million[125] - The company has financed its working capital primarily through the issuance of common stock, raising approximately $13.6 million in gross proceeds from public offerings in 2023[145] - Cash provided by financing activities for the nine months ended September 30, 2024 was $1.7 million, a decrease from $2.1 million in the same period of 2023[153][154] - The net increase in financing activities for 2024 was due to proceeds from the PIPE Offering of $2.1 million and insurance premium financing liability of $0.4 million[153] - The company executed a reverse stock split at a ratio of 1-for-15 on May 24, 2024, retroactively adjusting all issued and outstanding common stock amounts[155] Compliance and Accounting - The company has chosen to take advantage of the extended transition periods under the JOBS Act for complying with new accounting standards[164] - The company is classified as an "emerging growth company" and intends to rely on certain exemptions provided by the JOBS Act[166] - The fair value of stock options is estimated using the Black-Scholes option-pricing model, with expected terms between five and seven years[161] - Stock-based compensation costs are recognized over the requisite service period based on the estimated fair value of the awards[160] - The company is not required to provide market risk disclosures as it is classified as a "smaller reporting company"[167] Going Concern - The company faces substantial doubt about its ability to continue as a going concern for at least one year due to recurring negative cash flows and the need for additional funding[146]