Tharimmune (THAR) Proxy Filing summary

Executive summary

• Special meeting scheduled for January 22, 2026, to address five key proposals, including board elections, warrant issuances, and equity plan amendments.

• Board recommends voting in favor of all director nominees and Proposals 2, 3, and 4.

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

Voting matters and shareholder proposals

• Proposal 1: Election of two new directors, Michael Spellacy and William Wiley.

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

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

• Proposal 4: Amendment to increase shares available under the 2023 Omnibus Equity Incentive Plan by 7,000,000 shares.

• Proposal 5: Authorization to adjourn the meeting if insufficient votes are received.

Board of directors and corporate governance

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

• Chair and CEO roles are separated; Mark Wendland is CEO, Vincent LoPriore is Chair.

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

• Board and committees met regularly in 2024, with high attendance.

• Director nomination process considers diversity, experience, and stockholder recommendations.