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 focus on expanding the board, approving warrant and RSU issuances, 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 2023 Omnibus Equity Incentive Plan, increasing available shares 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.

• Chair and CEO roles are separated; independent directors form a majority.

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

• Director nomination process allows for stockholder submissions and considers diversity and expertise.

• Code of business conduct and anti-hedging policies in place.