Tharimmune Inc美股招股说明书(2025-07-25版)

The information contained in this preliminary prospectus supplement and the accompanying prospectus is not complete andmay be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell thesesecurities and are not a solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is notpermitted. PROSPECTUS SUPPLEMENT(To Prospectus dated March 24, 2023) 974,241 Units consisting of Shares of Common Stock and/or Prefunded Warrants and Warrants to purchase Shares ofCommon Stock Tharimmune, Inc. Pursuant to this prospectus supplement and the accompanying prospectus, we are offering in a registered direct offering to certainpurchasers 974,241 units (the “Units”), with each Units consisting of one share of common stock, par value $0.0001 per share(“Common Stock”), and/or one pre-funded warrant to purchase one share of Common Stock at a price of $0.001 (the “Pre-FundedWarrant”); andone warrant to purchase one share of Common Stock at a price of $1.66 per share (the “Common Warrant”). Each Unitis being sold at a price of $1.786 per Unit. The Common Warrants and the shares of our Common Stock issuable upon the exercise of the Common Warrants are beingoffered pursuant to the exemptions provided in Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”),and Rule 506(b) promulgated thereunder, and they are not being offered pursuant to this prospectus supplement and the accompanyingprospectus. Our Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “THAR.” On July 23, 2025, the lastreported sale price of our Common Stock on Nasdaq was $1.66 per share. We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and, as such, aresubject to reduced public company reporting requirements. We have retained President Street Global, LLC (“President Street” or the “placement agent”) to act as our exclusive placementagent in connection with the securities offered by this prospectus supplement and the accompanying prospectus. The placement agenthas no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount ofsecurities. We have agreed to pay the placement agent the placement agent fees set forth in the table below, which assumes that we sellall of the securities we are offering. See “Plan of Distribution” beginning on pageS-12of this prospectus supplement for moreinformation regarding these arrangements. As of the date of this prospectus supplement, the aggregate market value of our outstanding shares of Common Stock held by non-affiliates was $6.4 million based on4,220,920 shares of Common Stock outstanding, of which 899,723 shares were held by affiliates,based on a price of $1.94 per share, which was the last reported sale price of our Common Stock on Nasdaq on June 30, 2025. As ofthe date of this prospectus supplement, we have sold securities with a value of $350,193 pursuant to General Instruction I.B.6. of FormS-3 during the prior 12 calendar month period that ends on, and includes, the date of this prospectus supplement. Pursuant to GeneralInstruction I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value exceeding one-third of ourpublic float in any 12-month period so long as our public float remains below $75.0 million. Investing in our securities involves a high degree of risk. Before making any decision to invest in our securities, you shouldcarefully consider the information disclosed in this this prospectus supplement and the accompanying prospectus, includingthe information under “Risk Factors” beginning on pageS-6of this prospectus supplement, as well as the information,including the risk factors contained or incorporated by reference to this prospectus supplement and the accompanyingprospectus as described under the heading “Where You Can Find More Information.” NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HASAPPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OFTHIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THECONTRARY IS A CRIMINAL OFFENSE. There is no arrangement for funds to be received in escrow, trust, or similar arrangement. (1)We have agreed to pay a cash fee to the placement agent equal to 7% of the aggregate gross proceeds raised in this offering. Inaddition, President Street shall receive a cash fee of 7% of the gross proceeds received by the Company upon the exercise of thecommon warrants issued in the placement (collectively, the “Cash Fee”). See “Plan of Distribution” beginning on pageS-12ofthis prospectus supplement for additional information regarding compensation paid to the placement agent. We expect that delivery of the shares of Common Stock being offered pursuant to this prospectus supplement and