Tharimmune (THAR) Proxy Filing summary

Executive summary

• Special meeting scheduled for January 30, 2026, to address six key proposals, including board elections, equity issuances, and plan amendments.

• Proposals include electing two new directors, approving share issuances related to strategic and cryptocurrency warrants, RSUs, and amending the equity incentive plan.

• Board unanimously recommends voting in favor of all director nominees and proposals 2–5.

• Meeting will be held virtually, with voting available online, by phone, or mail.

Voting matters and shareholder proposals

• Proposal 1: Elect two new directors, Jill E. Sommers and William Wiley.

• Proposal 2: Approve issuance of shares upon exercise of Strategic Advisor Warrants.

• Proposal 3: Approve issuance of shares upon exercise of Cryptocurrency Pre-Funded Warrants for Canton Coin consideration.

• Proposal 4: Approve issuance of Advisor RSUs and shares upon settlement for placement agent.

• Proposal 5: Approve amendment to increase shares under the 2023 Omnibus Equity Incentive Plan by 7,000,000.

• Proposal 6: Authorize adjournment of the meeting to solicit additional proxies if needed.

Board of directors and corporate governance

• Board consists of seven members, with four deemed independent under Nasdaq rules.

• Committees include audit, compensation, and nominating/governance, all with independent members.

• Board leadership is separated between CEO and Chair roles.

• Scientific Advisory Board provides expert guidance; code of conduct and anti-hedging policies in place.

• No family relationships or recent legal proceedings involving directors or officers.