2025年8月26日报道：Tharimmune提交招股说明书，注册约246万股股票，包括PIPE和许可股

PRELIMINARY PROSPECTUS

Subject to completion, dated August 26, 2025

2,463,601 Shares of Common Stock

Pursuant to a registered direct offering and concurrent private placement which closed on July 28, 2025 (the "RD Offering") and in accordance with that certain securities purchase agreement by and among Tharimmune Inc. (the "Company", "we", "us") and certain investors, dated July 23, 2025 (the "RD SPA"), certain selling stockholders named herein may use this prospectus to offer and resell from time to time up to 974,241 shares of our common stock, par value $0.0001 per share (the "RD Common Warrant Shares"), issuable upon exercise of common warrants (the "RD Common Warrants").

Pursuant to a private placement which closed on July 31, 2025 (the "Private Placement") and in accordance to the terms of that certain securities purchase agreement by and among the Company and certain institutional investors, dated July 25, 2025 (the "PIPE SPA"), certain selling stockholders named herein may use this prospectus to offer and resell from time to time up to 1,489,360 shares of our common stock, par value $0.0001 per share, which are comprised of (i) 641,190 shares of our common stock, par value $0.0001 (the "PIPE Common Shares"), (ii) 103,490 shares of our common stock (the "PIPE Pre-funded Warrant Shares") issuable upon exercise of the pre-funded warrants (the "PIPE Pre-funded Warrants"), and (iii) 744,680 shares of our common stock (the "PIPE Common Warrant Shares") issuable upon exercise of common warrants (the "PIPE Common Warrants").

In connection with the RD Offering, the RD Common Warrants were issued to the investors in a concurrent private placement in reliance upon the exemption from the registration requirements in Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 of Regulation D promulgated thereunder.

Under the Private Placement, the shares of our common stock, the PIPE Common Warrants, and the PIPE Pre-funded Warrants were issued to the investors in reliance upon the exemption from the registration requirements in Section 4(a)(2) of the Securities Act, and Rule 506 of Regulation D promulgated thereunder.

The shares issued pursuant to the Private Placement shall be referred to as the "PIPE Shares." The RD Common Warrants, together with the PIPE Pre-funded Warrants and the PIPE Common Warrants shall be referred to as "Warrants." The RD Common Warrant Shares, together with the PIPE Pre-funded Warrant Shares and PIPE Common Warrant Shares shall be referred to as the "Warrant Shares" and collectively with the PIPE Shares, the "Registrable Securities."

We are not selling any common stock under this prospectus and will not receive any of the proceeds from the sale of PIPE Shares and Warrant Shares by the selling stockholders. We will, however, receive the net proceeds of any Warrants exercised for cash.

The selling stockholders identified in this prospectus may offer the PIPE Shares and Warrant Shares from time to time through public or private transactions at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. The registration of the PIPE Shares and Warrant Shares on behalf of the selling stockholders; however, does not necessarily mean that any of the selling stockholders will offer or sell their PIPE Shares and Warrant Shares under this registration statement or at any time in the near future. We provide more information about how the selling stockholders may sell their Shares in the section entitled "Plan of Distribution" on page 15.

The selling stockholders will bear all commissions and discounts, if any, attributable to the sale or disposition of the PIPE Shares and Warrant Shares, or interests therein. We will not be paying any underwriting discounts or commissions in this offering. We will pay the expenses of registering the PIPE Shares and Warrant Shares pursuant to this prospectus.

Our common stock is traded on the Nasdaq Capital Market under the symbol "THAR." On August 22, 2025, the last reported sale price of our common stock was $4.72 per share.