Tharimmune Inc美股招股说明书(2025-12-05版)

Up to $64,910,161 Common Stock PROSPECTUS SUPPLEMENT NO. 2December 5, 2025 This Prospectus Supplement No. 2, dated December 5, 2025 (“Supplement No. 2”) filed by Tharimmune, Inc. (the “Company”)modified and supplements certain information in the Company’s prospectus, dated November 6, 2025 (as amended and supplementedfrom time to time, the “Prospectus”), as part of a registration statement that we filed with the Securities and Exchange Commission(the “SEC”) on Form S-3 (File No. 333-270684) utilizing a “shelf” registration process. The shelf registration statement was initiallyfiled with the SEC on March 17, 2023, and was declared effective on March 24, 2023. This Supplement No. 2 is not complete without,and may not be delivered or used except in connection with the Prospectus, including all amendments and supplements thereto. TheProspectus, as amended by this Supplement No. 2, relates to the offer and sell from time to time up by us of up to $64,910,161 On December 3, 2025, President Street provided a notice pursuant to the Sales Agreement to terminate its role as a sales agent. Inaddition, on December 3, 2025, the Company entered into a letter agreement with President Street, pursuant to which the Companyagreed to pay President Street an advisory fee in the amount of $1,000,000 in two installments: $500,000 upon the Company’s first The information in this Supplement No. 2 modifies and supersedes, in part, the information contained in the Prospectus. Anyinformation that is modified or superseded in the Prospectus shall not be deemed to constitute a part of the Prospectus, except as somodified or superseded by this Supplement No. 2. We may further amend or supplement the Prospectus from time to time by filing Our common stock is traded on The Nasdaq Capital Market under the symbol “THAR.” On December 4, 2025, the last reported saleprice of our common stock was $2.50 per share. Investing in the Company’s securities involves risks. Before making any investment in the Company’s securities, you shouldread and carefully consider risks described in the “Risk Factors” section in the Prospectus and in the Company’s most recent Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities, or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this Supplement No. 2 is December 5, 2025