Tharimmune Shareholders Approve Directors, Warrant-Linked Share Issuances and 7M Share Plan Boost

Tharimmune (NASDAQ:THAR) shareholders approved all items presented at the company’s special meeting, including the election of two directors, multiple share-issuance proposals tied to warrants and a private placement, and an increase to the share reserve under its equity incentive plan, according to preliminary vote results announced during the meeting.

The meeting was led by Chief Executive Officer and Director Mark Wendland, who served as chair. Chief Financial Officer Jacob Asbury acted as secretary, and Francis H. Bird of Broadridge served as inspector of election. The company said the meeting was conducted in listen-only mode, with an opportunity for shareholders to submit questions after the proposals were presented. No questions were submitted, management said.

Meeting logistics and voting eligibility

Wendland said shareholders of record as of the close of business on December 3, 2025, as well as qualified proxy holders, were entitled to vote. He also stated that a quorum was present based on preliminary tabulation, allowing the meeting to proceed with the business described in the notice of special meeting and related proxy materials made available on January 16, 2026.

After presenting the proposals, the company opened the polls for voting. Wendland reminded participants that shareholders who had already voted did not need to vote again unless they wished to change their vote, and he described how shares would be voted if no instructions were provided.

Directors elected

As the first proposal, shareholders voted on the election of two directors: Jill E. Summers and William Wiley. The nominees were each nominated for terms expiring at the next annual meeting of stockholders and until a successor is elected and qualified, or earlier death, resignation, or removal.

Wendland said director elections required a plurality of the votes cast by stockholders present by remote communication or represented by proxy and entitled to vote. The board recommended voting in favor of both nominees. Based on preliminary results, the company reported that the election proposal was approved.

Share issuances tied to warrants and a private placement

Shareholders also approved several proposals related to issuing common stock upon the exercise or settlement of securities issued in prior transactions.

• Strategic Advisor Warrants: Shareholders approved the issuance of shares of common stock upon the exercise of Strategic Advisor Warrants issued to certain strategic investors. The company said the proposal required a majority of votes cast, and abstentions would have the same effect as votes against.
• Cryptocurrency Pre-Funded Warrants: Shareholders approved, pursuant to Nasdaq listing rules, the issuance of common stock upon exercise of Cryptocurrency Pre-Funded Warrants issued in connection with the company’s November 3, 2025, private placement offering. The company again noted the vote standard was a majority of votes cast, with abstentions counting as votes against.
• Clear Street, LLC RSUs: Shareholders approved the issuance of restricted stock units granted to Clear Street, LLC, and shares of common stock upon settlement of those restricted stock units, also in connection with the November 3, 2025, private placement offering. The company said the proposal required a majority of votes cast, with abstentions counting as votes against.

For each of these proposals, Wendland said the board of directors recommended a vote in favor, and he announced that each item was approved based on the inspector of election’s preliminary vote count.

Equity incentive plan amendment approved

Shareholders approved an amendment to the company’s Amended and Restated 2023 Omnibus Equity Incentive Plan to increase the number of shares available for issuance by 7 million shares. Wendland said the proposal was discussed in depth in the proxy statement and required approval by a majority of votes cast, with abstentions having the same effect as a vote against.

The board recommended voting in favor, and the company said the amendment was approved based on preliminary vote totals.

Adjournment proposal passed but meeting not postponed

As a final proposal, shareholders voted on whether to approve one or more adjournments of the special meeting to later dates, if necessary, to solicit additional proxies in the event there were not sufficient votes in favor of Proposals 1 through 5. The company said the adjournment proposal required a majority of votes cast, with abstentions counting as votes against.

Wendland said the inspector of election informed the company that the adjournment proposal received a majority of votes cast. However, because Proposals 1 through 5 were approved based on preliminary results, Wendland said he would not adjourn the meeting. He then declared the meeting concluded and adjourned.

About Tharimmune (NASDAQ:THAR)

Tharimmune, Inc, a clinical-stage biotechnology company, engages in the development of therapeutic candidates for rare, inflammatory, and oncologic diseases. The company's pre-clinical immuno-oncology pipeline includes TH104, a product candidate for the treatment of liver-related and other pruritogenic inflammatory conditions; TH3215 and TH0059 that are product candidates used to treat various solid tumors; and TH1940, which targets programmed cell death protein 1 (PD-1). It has a research collaboration and product license agreement with Minotaur Therapeutics, Inc for the development of proprietary targeted biologics; and Washington University in St.