Tharimmune Inc美股招股说明书(2025-12-18版)

Up to 176,934,358 Shares of Common Stock The selling stockholders identified herein, or their permitted transferees (the “Selling Stockholders”) named in this prospectus may usethis prospectus to offer and resell from time to time up to 176,934,358 shares of our common stock, par value $0.0001 per share(“common stock”), which are comprised of (i) 25,315,642 shares (the “PIPE Shares”) of our common stock, (ii) 151,456,115 shares ofour common stock (the “Pre-Funded Warrant Shares”) of our common stock issuable upon exercise of certain pre-funded warrants (the The PIPE Shares and the Pre-Funded Warrants were offered in connection with a PIPE Transaction (as defined below), pursuant to theSubscription Agreements (as defined below) dated November 3, 2025. In connection with the PIPE Transaction, the Company also We refer to the PIPE Shares, Pre-Funded Warrant Shares and the RSU Shares, collectively as the “Securities” in this prospectus. We are not selling any common stock under this prospectus and will not receive any of the proceeds from the sale of Securities by theSelling Stockholders. The Selling Stockholders may offer the Securities from time to time through public or private transactions at fixed prices, at prevailingmarket prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or atnegotiated prices. The registration of the Securities on behalf of the selling stockholder. However, does not necessarily mean that the The Selling Stockholders will bear all commissions and discounts, if any, attributable to the sale or disposition of the Securities, orinterests therein. We will not be paying any underwriting discounts or commissions in this offering. We will pay the expenses of 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 $2.47 per share. We are a “smaller reporting company” and an “emerging growth company” under the federal securities laws and, as such, are subjectto reduced public company reporting requirements. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read theentire prospectus and any amendments or supplements carefully before you make your investment decision. An investment in our common stock involves a high degree of risk. You should carefully read and consider the risk factorsincluded in our periodic reports and other information that we file with the Securities and Exchange Commission (the “SEC”) 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 prospectus December 16, 2025 ABOUT THIS PROSPECTUS All references to the terms the “Company,” “we,” “us” or “our” in this prospectus supplement refer to Tharimmune, Inc., a Delaware We urge you to read carefully this prospectus, together with the information incorporated herein by reference as described under theheading “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference” in this prospectus before The Selling Stockholders in this prospectus may offer and sell up to 176,934,358 shares of our common stock pursuant to thisprospectus. We may also authorize one or more free writing prospectuses to be provided to you that may contain material informationrelating to these offerings. Any prospectus supplement and any related free writing prospectus that we may authorize to be provided to To the extent the information contained in this prospectus differs from or conflicts with the information contained in any documentincorporated by reference, the information in this prospectus will control. If any statement in one of these documents is inconsistentwith a statement in another document having a later date — for example, a document incorporated by reference into this prospectus — In deciding whether to invest in our common stock, you should rely only on the information contained in, or incorporated byreference into, this prospectus and any related free writing prospectus that we have authorized for use in connection with thisoffering. Neither we nor the Selling Stockholders have authorized anyone to provide you with different information or to make This prospectus, and any accompanying supplement to this prospectus, does not constitute an offer to sell or the solicitation ofan offer to buy our common stock in any circumstances in which such offer or solicitation is unlawful. You should assume thatthe information appearing in this prospectus and any related free writing prospectus and the documents incorporated byreference is accurate only as of their respective dates, regardless of the time of delivery of this prospectus or any related free