[S-8] Tharimmune, Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

On 11 July 2025, I-MAB (Nasdaq: IMAB) submitted a Form 6-K to notify investors that it has amended its 15 May 2025 prospectus covering the offer and sale of up to US$21 million in American Depositary Shares (ADSs). Each block of ten ADSs represents twenty-three ordinary shares with a par value of US$0.0001. The prospectus is part of the company’s shelf Registration Statement on Form F-3 (File No. 333-286954).
The filing attaches a Cayman Islands legal opinion from Harney Westwood & Riegels (Exhibit 5.1) together with the corresponding consent (Exhibit 23.1), confirming the validity of the ADSs and underlying ordinary shares. The 6-K states that the information and exhibits are incorporated by reference into the existing Form F-3 and several Form S-8 registration statements covering share-based compensation plans.
No operating or financial results are disclosed. The amendment maintains regulatory compliance and keeps the shelf registration effective, giving I-MAB flexibility to raise up to US$21 million when market conditions permit. While this improves liquidity options, it may also lead to equity dilution for current shareholders if the full amount is issued.

Positive

• Shelf registration remains effective, giving the company flexibility to raise up to US$21 million when opportune.
• Legal opinion and consent filed, reducing execution risk and demonstrating regulatory compliance.

Negative

• Potential equity dilution if the full US$21 million ADS offering is executed.
• Filing offers no operational or earnings information, leaving investors without insight into current performance or cash runway.

Insights

Securities Analyst

TL;DR – Neutral: keeps capital window open, modest dilution risk.

The 6-K merely updates legal documentation for an existing Form F-3. Because the maximum raise is capped at US$21 million, the potential dilution is limited relative to large biotech financings, yet meaningful for smaller-cap companies. The attached legal opinion removes an execution hurdle, signalling readiness to issue shares quickly if funding is needed. Absent earnings data, credit metrics or pipeline updates, the filing is administratively important but not fundamentally transformative. Overall impact on valuation is neutral unless or until the company actually sells ADSs.

Biotech Equity Specialist

TL;DR – Slight downside due to dilution overhang.

Investors must now factor in issuance of up to US$21 million in new ADSs—effectively expanding the free float and exerting downward pressure on share price until the offering clears. As no partnership cash or milestone revenue is disclosed, the raise appears intended for general corporate purposes, hinting at ongoing cash burn typical of clinical-stage biotech. Still, the modest size limits balance-sheet transformation. The filing is therefore modestly negative but not catastrophic.

 

As filed with the Securities and Exchange Commission on July 11, 2025

 

Registration No. 333-

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

THARIMMUNE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware	 	84-2642541
(State or other jurisdiction of incorporation or organization)	 	(I.R.S. Employer Identification No.)
 	 	 
34 Shrewsbury Avenue Red Bank, NJ	 	07701
(Address of principal executive offices)	 	(Zip Code)

 

Tharimmune, Inc. Amended and Restated 2023 Omnibus Equity Incentive Plan

(Full title of the plan)

 

Sireesh Appajosyula
Chief Executive Officer
Tharimmune, Inc.

34 Shrewsbury Avenue

Red Bank, NJ 07701

(Name and address of agent for service)

 

(908) 955-3140

(Telephone number, including area code, of agent for service)

 

With a copy to:

Jeffrey J. Fessler, Esq.

Sheppard, Mullin, Richter & Hampton LLP

30 Rockefeller Plaza

New York, NY 10112-0015

Phone: (212) 653-8700

Fax: (212) 653-8701

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 Large accelerated filer ☐	 	Accelerated filer ☐	 	Non-accelerated filer ☒
 	 	Smaller reporting company ☒	 	Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement is being filed for the purpose of registering 527,249 additional shares of common stock, par value $0.0001 per share (the “Common Stock”), that were reserved for issuance under the Amended and Restated 2023 Omnibus Equity Incentive Plan (the “2023 Plan”). The Registrant previously filed with the Securities and Exchange Commission (the “Commission”) registration statements on Form S-8 on February 22, 2022 (Registration No. 333-262909), November 2, 2023 (Registration No. 333-275272), and on June 12, 2024 (Registration No. 333-280141), registering shares of Common Stock issuable under the 2023 Plan (each, a “Prior Registration Statement,” and together, the “Prior Registration Statements”). This Registration Statement relates to securities of the same class as those to which the Prior Registration Statements relate and is submitted in accordance with General Instruction E of Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except for Items 3 and 8, which are being updated by this Registration Statement.

 

 

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

 

The following documents filed by the Company with the Securities and Exchange Commission (“SEC”) pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

 

 	●	The Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 26, 2025;
 	 	 
 	●	The Company’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2025 filed with the SEC on May 12, 2025;
 	 	 
 	●	The Company’s Current Reports on Form 8-K filed with the SEC on February 27, 2025, April 4, 2025, April 10, 2025, April 25, 2025, April 28, 2025, May 9, 2025, June 10, 2025, June 11, 2025, June 16, 2025, June 20, 2025 and June 24, 2025 (except for any portions of such Current Reports on Form 8-K furnished pursuant to Item 2.02 and/or Item 7.01 thereof and any corresponding exhibits thereto not filed with the SEC);
 	 	 
 	●	The Company’s definitive proxy statement on Schedule 14A for the Company’s 2025 annual meeting of stockholders filed with the SEC on April 30, 2025, as amended on May 2, 2025;
 	 	 
 	●	The description of the Company’s common stock contained in its Registration Statement on Form 8-A (File No. 001-41210) filed with the SEC on January 10, 2022, under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description.
 	 	 
 	●	All other reports and documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.

 

ITEM 4. DESCRIPTION OF SECURITIES.

 

Not applicable.

 

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

 

Not applicable.

 

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

 

Section 102 of the Delaware General Corporation Law (the “DGCL”) permits a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our Certificate of Incorporation, as amended (“Certificate of Incorporation”), provides that no director of our Company shall be personally liable to it or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability, except to the extent that the DGCL prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty.

 

 

 

 

Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at the request of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he was or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

 

Our Certificate of Incorporation and Bylaws provide indemnification for our directors and officers to the fullest extent permitted by the DGCL. We will indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of us) by reason of the fact that he or she is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom, if such Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. Our Certificate of Incorporation and Bylaws provide that we will indemnify any Indemnitee who was or is a party to an action or suit by or in the right of us to procure a judgment in our favor by reason of the fact that the Indemnitee is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at our request as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or who was an employee or agent of a predecessor corporation or another enterprise at the request of such predecessor corporation, against all expenses (including attorneys’ fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to us, unless a court determines that, despite such adjudication but in view of all of the circumstances, he or she is entitled to indemnification of such expenses. Expenses must be advanced to an Indemnitee under certain circumstances.

 

We have entered into separate indemnification agreements with each of our directors and executive officers. Each indemnification agreement provides, among other things, for indemnification to the fullest extent permitted by law and our Certificate of Incorporation and Bylaws against any and all expenses, judgments, fines, penalties and amounts paid in settlement of any claim. The indemnification agreements provide for the advancement or payment of all expenses to the indemnitee and for the reimbursement to us if it is found that such indemnitee is not entitled to such indemnification.

 

In addition, we maintain a general liability insurance policy that covers certain liabilities of directors and officers of our Company arising out of claims based on acts or omissions in their capacities as directors or officers.

 

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

 

Not applicable.

 

ITEM 8. EXHIBITS.

 

See the attached Exhibit Index on the page immediately following the signature pages hereto, which is incorporated herein by reference.

 

 

 

 

ITEM 9. UNDERTAKINGS.

 

A. The undersigned Registrant hereby undertakes:

 

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

 

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement.

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

 

Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

 

2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Red Bank, New Jersey, on the 11th day of July, 2025.

 

 	THARIMMUNE, INC.
 	 	 
 	By:	/s/ Sireesh Appajosyula
 	 	Sireesh Appajosyula
 	 	Chief Executive Officer (Principal Executive Officer)

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sireesh Appajosyula as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

Signature	 	Title	 	Date
 	 	 	 	 
/s/ Sireesh Appajosyula	 	Chief Executive Officer	 	July 11, 2025
Sireesh Appajosyula	 	(Principal Executive Officer)	 	 
 	 	 	 	 
/s/ Vincent LoPriore	 	Executive Chairman	 	July 11, 2025
Vincent LoPriore	 	(Principal Financial and Accounting Officer)	 	 
 	 	 	 	 
/s/ Sanam Parikh	 	Director	 	July 11, 2025
Sanam Parikh	 	 	 	 
 	 	 	 	 
/s/ Clay Kahler	 	Director	 	July 11, 2025
Clay Kahler	 	 	 	 
 	 	 	 	 
/s/ Gary Stetz	 	Director	 	July 11, 2025
Gary Stetz	 	 	 	 
 	 	 	 	 
/s/ James Gordon Liddy	 	Director	 	July 11, 2025
James Gordon Liddy	 	 	 	 
 	 	 	 	 

 

 

 

 

EXHIBIT INDEX

 

Exhibit Number	 	Description
4.1	 	Specimen Stock Certificate evidencing the shares of common stock (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 27, 2021)
5.1*	 	Opinion of Sheppard, Mullin, Richter & Hampton LLP
10.1	 	Certificate of Amendment to Tharimmune, Inc. Amended and Restated 2023 Omnibus Equity Incentive Plan (Incorporated by reference to Appendix A to the Company’s definitive proxy statement on Schedule 14A for the Company’s 2025 annual meeting of stockholders filed with the SEC on April 30, 2025)
23.1*	 	Consent of Rosenberg Rich Baker Berman, P.A.
23.2*	 	Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit 5.1)
24.1*	 	Power of Attorney (included on signature page)
107*	 	Filing Fee Table

 

* Filed herewith.

 

 

 

 

FAQ

How much capital can I-MAB (IMAB) raise under the amended prospectus?

The prospectus amendment covers the sale of up to US$21 million in ADSs.

What does each I-MAB ADS represent?

Each 10 ADSs represent 23 ordinary shares with a par value of US$0.0001 per share.

Which registration statement does the amended prospectus belong to?

It is part of I-MAB’s Form F-3 shelf registration (File No. 333-286954).

What legal documents were filed with the Form 6-K?

Exhibit 5.1 is the opinion of Harney Westwood & Riegels; Exhibit 23.1 is their consent, included within Exhibit 5.1.

Will the amended prospectus information affect other I-MAB filings?

Yes. The 6-K states the information is incorporated by reference into the existing Form F-3 and several Form S-8 filings.