Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Special Meeting (as defined below) on October 9, 2025, the stockholders approved an amendment to the Tharimmune, Inc. Amended and Restated 2023 Omnibus Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder to 2,000,000 shares from 792,602 shares.

The foregoing descriptions of the Plan Amendment is not complete and are qualified in their entirety by reference to the full text of the Plan Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On October 9,2025, Tharimmune, Inc. (the "Company") held a special meeting of stockholders (the "Special Meeting"). A total of 3,907,536 shares of the Company's common stock, constituting a quorum, were represented in person or by valid proxies at the Special Meeting. The final results for each of the matters submitted to a vote of stockholders at the Special Meeting, as set forth in the Company's Definitive Proxy Statement, filed with the Securities and Exchange Commission on September 18, 2025, are as follows:

Proposal 1. At the Special Meeting, the stockholders approved a proposal to give our board of directors the authority, at its discretion, to file an amendment to our certificate of incorporation, as amended (the "Certificate of Incorporation") to increase the total number of shares of the Common Stock authorized for issuance thereunder from 250,000,000 shares to an amount between 500,000,000 shares and 1,000,000,000 shares with the exact amount of the common share increase to be selected by our board of directors in its discretion and to be effected, if at all, in the sole discretion of our board of directors at any time following stockholder approval of the amendment to our Certificate of Incorporation and before October 9, 2026 without further approval or authorization of our stockholders (the "Authorized Share Increase Proposal"). The result of the votes to approve the Authorized Share Increase Proposal was as follows:

Proposal 2. At the Special Meeting, the stockholders approved an amendment to the Tharimmune, Inc. Amended and Restated 2023 Omnibus Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder to 2,000,000 shares from 792,602 shares (the "Plan Amendment"). The result of the votes to approve the Plan Amendment was as follows:

Proposal 3. At the Special Meeting, the stockholders approved a proposal to issue securities in one or more non-public offerings in accordance with Nasdaq Marketplace Rules 5635(a) and 5635(d) (the "Future Offerings Proposal"). The result of the votes to approve the Future Offerings Proposal was as follows: