Tharimmune Inc美股招股说明书(2025-11-07版)

Up to $64,910,161 Common Stock We have entered into a Sales Agreement, dated November 6, 2025 (the “Sales Agreement”), with Clear Street LLC (“ClearStreet”) and President Street Global, LLC (“President Street” and together with Clear Street, the “Sales Agents”), relating to shares ofour common stock, par value $0.0001 per share (the “Common Stock”), offered by this prospectus supplement and the accompanyingprospectus. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our Common Stock having amaximum aggregate offering price of up to $64,910,161 from time to time through the Sales Agents. Sales of shares of our Common Stock, if any, made through the Sales Agents, or directly to the Sales Agents, as principals, ascontemplated in this prospectus supplement and the accompanying prospectus, may be made in negotiated transactions or transactionsthat are deemed to be “at the market offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, asamended, (the “Securities Act”). The Sales Agents are not required to sell any specific amount of shares of Common Stock, but willact as our sales agent using commercially reasonable efforts consistent with their normal trading and sales practices and applicable lawand regulations, on mutually agreed terms between the Sales Agents and us. There is no arrangement for funds to be received in anyescrow, trust or similar arrangement. The compensation to the Sales Agents for sales of Common Stock sold pursuant to the SalesAgreement will be in an amount up to 3.0% of the gross proceeds of any shares of Common Stock sold under the Sales Agreement. Inconnection with the sale of the Common Stock on our behalf, the Sales Agents may be deemed to be “underwriters” within themeaning of the Securities Act, and the compensation of the Sales Agents may be deemed to be underwriting commissions or discounts.See “Plan of Distribution” beginning on page S-17 for additional information regarding the compensation to be paid to the SalesAgents. We have also agreed to provide indemnification and contribution to the Sales Agents with respect to certain liabilities,including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Under the terms of the Sales Agreement, we also may sell our Common Stock to one or both of the Sales Agents, as principals fortheir own accounts, at a price agreed upon at the time of sale. If we sell our Common Stock to one or both of the Sales Agents, asprincipals, we will enter into a separate agreement with the applicable Sales Agent(s), setting forth the terms of such transaction, andwe will describe the agreement in a separate prospectus supplement or pricing supplement. Our Common Stock is listed on The Nasdaq Capital Market under the symbol “THAR.” On November 5, 2025, the last reportedsales price of our Common Stock on The Nasdaq Capital Market was $3.99 per share. As of the date of this prospectus supplement, we have sold securities with a value of $10,089,839 during the prior 12 calendarmonth period that ends on, and includes, the date of this prospectus supplement. We are an “emerging growth company” and a “smaller reporting company” as those terms are defined under the federal securities lawsand, as such, have elected to comply with certain reduced public company reporting requirements. Investing in our Common Stock involves a high degree of risk. Before making any decision to invest in our securities, youshould carefully consider the information disclosed in this this prospectus supplement and the accompanying prospectus,including the information under “Risk Factors” beginning on pageS-9of this prospectus supplement and page 7 of theaccompanying prospectus, as well as the information, including the risk factors contained or incorporated by reference to thisprospectus supplement and the accompanying prospectus as described under the heading “Where You Can Find MoreInformation.” Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement and the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. Clear StreetPresident Street Global The date of this prospectus supplement is November 6, 2025. TABLE OF CONTENTS PagePROSPECTUS SUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTSS-2PROSPECTUS SUPPLEMENT SUMMARYS-3THE OFFERINGS-8RISK FACTORSS-9USE OF PROCEEDSS-15DIVIDEND POLICYS-16PLAN OF DISTRIBUTIONS-17LEGAL MATTERSS-19EXPERTSS-19WHERE YOU CAN FIND MORE INFORMATIONS-19INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-20PagePROSPECTUS: DATED MARCH 24, 2023ABOUT THIS PROSPECTUS1SUMMARY2RISK FACTORS7DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS7USE OF PROCEEDS8DESCRIPTION OF CAPITAL STOCK8DESCRIPTION OF DEBT SECURITIES10DESCRIPTION