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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Tharimmune, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 5, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File |
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| September 5, 2025 |
THARIMMUNE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS Exhibit 99.1 THARIMMUNE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS August 31, 2025 (Unaudited) ASSETS Current assets Cash and cash equivalents $ 8,782,667 Prepaid expenses and other current assets 151,591 Deferred offering costs 92,168 Total current assets 9,026,426 Total assets $ 9,026,426 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities Accounts payable $ 870,296 Accrued expen |
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| September 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 5, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File |
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| September 3, 2025 |
As filed with the U.S. Securities and Exchange Commission on September 3, 2025 As filed with the U.S. Securities and Exchange Commission on September 3, 2025 Registration No. 333-289869 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-3 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 (I.R.S. Emplo |
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| August 27, 2025 |
Filed Pursuant to Rule 424(b)(5) Registration Statement No.: 333-270684 PROSPECTUS SUPPLEMENT (To Prospectus dated March 24, 2023) 205,777 Shares of Common Stock 983,111 Pre-Funded Warrants to Purchase 983,111 Shares of Common Stock Tharimmune, Inc. Pursuant to this prospectus supplement and the accompanying prospectus, we are offering in a registered direct offering to certain purchasers 205,777 |
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| August 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 26, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Nu |
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| August 26, 2025 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) THARIMMUNE, INC. |
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| August 26, 2025 |
As filed with the U.S. Securities and Exchange Commission on August 26, 2025 As filed with the U.S. Securities and Exchange Commission on August 26, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 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 (I.R.S. Employer incorporation or organi |
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| August 26, 2025 |
Exhibit 10.2 August 26, 2025 Tharimmune, Inc. 34 Shrewsbury Avenue Suite 1C Red Bank, NJ 07701 Dear Mr. Sireesh Appajosyula, This agreement (the “Agreement”) constitutes the agreement between and among Tharimmune, Inc., a Delaware corporation (the “Company”), President Street Global, LLC (“President Street”) and RF Lafferty & Co., Inc. (“RF Lafferty” and together with President Street, the “Placem |
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| August 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 26, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File |
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| August 26, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 26, 2025, between Tharimmune, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set f |
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| August 26, 2025 |
PRE-FUNDED COMMON STOCK PURCHASE WARRANT THARIMMUNE, INC. Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT THARIMMUNE, INC. Warrant Shares: Issuance Date: THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exer |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41210 THARIMMUNE, INC. (Exact n |
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| August 14, 2025 |
Employment Agreement by and between the Company and Vincent LoPriore dated June 11, 2025 Exhibit 10.4 LOPRIORE (V) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of June 11, 2025 (the “Effective Date”) by and between Tharimmune Inc., a Delaware corporation with principal executive offices at 1200 Route 22 EastBridgewayer, New Jersey 08807 (“Company”), and Vincent Lopriore, residing at 21 Bruce Road Red Bank,NJ 07701 (“Executive”). Each of Company and Exec |
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| August 14, 2025 |
Exhibit 10.2 AMENDED AND RESTATED APPAJOSYULA EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of June 11, 2025 (the “Effective Date”) by and between Tharimmune Inc., a Delaware corporation with principal executive offices at 1200 Route 22 EastBridgewayer, New Jersey 08807 (“Company”), and Sireesh Appajosyula, residing at 2 Linden Court, Holmdel, NJ 07733 (“Executive”). |
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| August 14, 2025 |
Exhibit 10.1 CONFIDENTIAL CONFIDENTIAL SETTLEMENT AGREEMENT AND COMPLETE RELEASE OF ALL CLAIMS This CONFIDENTIAL SETTLEMENT AND GENERAL RELEASE AGREEMENT (the “Agreement”) is entered into by and between Randy Milby (“Executive”) and Tharimmune, Inc. (the “Company”) and collectively, the “Parties.” RECITALS A. Executive and the Company entered into an Amended and Restated Milby Employment Agreement |
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| August 7, 2025 |
Exhibit 99.1 Nancy Davis, Visionary Philanthropist and Founder of Race to Erase MS and Cure Addiction Now Appointed to the Tharimmune Board of Directors RED BANK, NJ / ACCESS Newswire / August 5, 2025 / Tharimmune, Inc. (NASDAQ:THAR), (“Tharimmune” or the “Company), a clinical-stage biotechnology company dedicated to developing innovative therapeutic candidates for inflammation, immunology, and cr |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 4, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Num |
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| July 31, 2025 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| July 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 25, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Numb |
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| July 31, 2025 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| July 31, 2025 |
Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 25, 2025, between Tharimmune, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set fo |
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| July 28, 2025 |
Filed Pursuant to Rule 424(b)(5) Registration Statement No.: 333-270684 DATED JULY 23, 2025 PROSPECTUS SUPPLEMENT (To Prospectus dated March 24, 2023) 974,241 Shares of Common Stock and/or Prefunded Warrants Tharimmune, Inc. Pursuant to this prospectus supplement and the accompanying prospectus, we are offering in a registered direct offering to certain purchasers 974,241 units (the “Units”), with |
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| July 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2025 THARIMMUNE, INC. (Exact name of Registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File |
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| July 28, 2025 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| July 28, 2025 |
Exhibit 99.1 Tharimmune Announces Pricing of $1.74 Million Registered Direct Public Offering of Common Stock and Warrants RED BANK, NJ / ACCESS Newswire / July 23, 2025 / Tharimmune, Inc. (the “Company” and “Tharimmune”) (Nasdaq Capital Market:THAR), a clinical-stage biotechnology company committed to pioneering therapies in immunology and inflammation, today announced the pricing of a registered |
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| July 28, 2025 |
Exhibit 10.2 July 23, 2025 Tharimmune, Inc. 34 Shrewsbury Avenue Suite 1C Red Bank, NJ 07701 Dear Mr. Sireesh Appajosyula, This agreement (the “Agreement”) constitutes the agreement between Tharimmune, Inc., a Delaware corporation (the “Company”), and President Street Global, LLC (“President Street” or the “Placement Agent”), that President Street shall serve as the exclusive lead placement agent |
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| July 28, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 23, 2025, between Tharimmune, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set for |
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| July 28, 2025 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| July 25, 2025 |
SUBJECT TO COMPLETION, DATED JULY 23, 2025 Filed Pursuant to Rule 424(b)(5) Registration Statement No.: 333-270684 The information contained in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not a solicitation of an offer to buy these securities in any jurisdict |
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| July 11, 2025 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-8 (Form Type) THARIMMUNE, INC. |
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| July 11, 2025 |
As filed with the Securities and Exchange Commission on July 11, 2025 As filed with the Securities and Exchange Commission on July 11, 2025 Registration No. |
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| July 8, 2025 |
Tharimmune, Inc. 34 Shrewsbury Avenue Red Bank, NJ 07701 Tharimmune, Inc. 34 Shrewsbury Avenue Red Bank, NJ 07701 July 8, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Daniel Crawford Re: Tharimmune, Inc. Registration Statement on Form S-3 File No. 333-288518 Filed July 3, 2025 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulat |
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| July 3, 2025 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) THARIMMUNE, INC. |
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| July 3, 2025 |
As filed with the U.S. Securities and Exchange Commission on July 3, 2025 As filed with the U.S. Securities and Exchange Commission on July 3, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 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 (I.R.S. Employer incorporation or organizat |
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| June 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 22, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Numb |
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| June 20, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 13, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Numb |
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| June 20, 2025 |
Exhibit 4.2 FORM OF SERIES A COMMON WARRANT NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT |
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| June 20, 2025 |
Exhibit 4.1 FORM OF PRE-FUNDED WARRANT NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU |
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| June 20, 2025 |
Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 13, 2025 (the “Effective Date”), between Tharimmune, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the term |
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| June 20, 2025 |
Exhibit 4.3 FORM OF SERIES B COMMON WARRANT NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT |
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| June 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 10, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Numb |
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| June 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 11, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Numb |
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| June 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 10, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41210 THARIMMUNE, INC. (Exact |
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| May 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 9, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Number |
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| May 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 28, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Num |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 24, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Num |
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| April 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 9, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Numb |
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| April 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 1, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Numb |
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| March 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41210 THARIMMUNE, INC. (Exact name |
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| February 27, 2025 |
Consulting Agreement with Don Kim dated February 21, 2025 Exhibit 10.1 CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”) by and between Tharimmune, Inc. (“Client”) and Don Kim (“Consultant”) is effective as of February 21, 2025 (the “Effective Date”). RECITALS WHEREAS the parties desire for the Client to engage Consultant to perform the services described herein and for Consultant to provide such services on the terms and conditions descri |
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| February 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 21, 2025 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File |
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| December 30, 2024 |
1,442,167 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-283936 PROSPECTUS 1,442,167 Shares of Common Stock The selling stockholders named in this prospectus may use this prospectus to offer and resell from time to time up to 1,442,167 shares of our common stock, par value $0.0001 per share, which are comprised of (i) 470,289 shares (the “Shares”) of our common stock, par value $0.0001 issued in a pr |
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| December 23, 2024 |
Tharimmune, Inc. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 Tharimmune, Inc. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 December 23, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tim Buchmiller Re: Tharimmune, Inc. Registration Statement on Form S-3 File No. 333-283936 Filed December 19, 2024 Ladies and Gentlemen: Pursuant to Rule 461 of the Gen |
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| December 19, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) THARIMMUNE, INC. |
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| December 19, 2024 |
As filed with the U.S. Securities and Exchange Commission on December 19, 2024 As filed with the U.S. Securities and Exchange Commission on December 19, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 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 (I.R.S. Employer incorporation or orga |
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| December 6, 2024 |
Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 5, 2024 (the “Effective Date”), between Tharimmune, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the t |
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| December 6, 2024 |
Exhibit 4.2 FORM OF COMMON WARRANT NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT |
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| December 6, 2024 |
Exhibit 4.1 FORM OF PRE-FUNDED WARRANT NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU |
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| December 6, 2024 |
Tharimmune Announces $2.02 Million Private Placement to Advance Development Programs Exhibit 99.1 Tharimmune Announces $2.02 Million Private Placement to Advance Development Programs BRIDGEWATER, N.J. / ACCESSWIRE / December 6, 2024 – Tharimmune, Inc. (Nasdaq: THAR) (“Tharimmune” or the “Company”), a clinical-stage biotechnology company committed to pioneering therapies in immunology and inflammation, today announced it has entered into a securities purchase agreement to raise gro |
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| December 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 5, 2024 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File N |
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| November 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 20, 2024 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41210 THARIMMUNE, INC. (Ex |
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| November 7, 2024 |
Exhibit 10.1 [*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type of information that the company treats as private or confidential. PATENT LICENSE AGREEMENT This Patent License Agreement (this “Agreement”) is entered into as of September 11, 2024 (the “Effective Date”) by and between Intract Pharma Limited, a company |
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| September 30, 2024 |
Exhibit 99.2 FINAL Tharimmune Signs Nonbinding Letter of Intent to Merge with Intract Pharma to Create Transformative Oral Biologic Therapeutics Company - Business combination to form a best-in-class, transformative oral biologics company - Synergies between Tharimmune’s clinical-stage assets and Intract’s delivery platform to drive pipeline growth - Merger anticipated to close in 1Q25 BRIDGEWATER |
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| September 30, 2024 |
Exhibit 99.1 |
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| September 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 30, 2024 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File |
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| September 16, 2024 |
Exhibit 99.1 Tharimmune Acquires Global License and Partners with Intract Pharma to Develop an Oral Formulation of Infliximab BRIDGEWATER, N.J. and LONDON / ACCESSWIRE / September 16, 2024 – Tharimmune, Inc. (NASDAQ: THAR) (“Tharimmune” or the “Company”), a clinical-stage biotechnology company developing a portfolio of therapeutic candidates in inflammation and immunology, announced today that it |
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| September 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 11, 2024 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File |
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| September 16, 2024 |
Exhibit 99.2 |
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| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41210 THARIMMUNE, INC. (Exact n |
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| July 23, 2024 |
1,009,102 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-280814 PROSPECTUS 1,009,102 Shares of Common Stock The selling stockholders named in this prospectus may use this prospectus to offer and resell from time to time up to 1,009,102 shares of our common stock, par value $0.0001 per share, which are comprised of (i) 207,292 shares (the “Shares”) of our common stock, par value $0.0001 issued in a pr |
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| July 18, 2024 |
Tharimmune, Inc. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 Tharimmune, Inc. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 July 18, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tim Buchmiller Re: Tharimmune, Inc. Registration Statement on Form S-3 File No. 333- 280814 Filed July 15, 2024 Ladies and Gentlemen: Pursuant to Rule 461 of the General Ru |
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| July 15, 2024 |
As filed with the U.S. Securities and Exchange Commission on July 15, 2024 As filed with the U.S. Securities and Exchange Commission on July 15, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 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 (I.R.S. Employer incorporation or organiza |
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| July 15, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) THARIMMUNE, INC. |
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| June 20, 2024 |
Tharimmune Announces $2.08 Million Private Placement Exhibit 99.1 Tharimmune Announces $2.08 Million Private Placement BRIDGEWATER, N.J. / ACCESSWIRE / June 20, 2024 – Tharimmune, Inc. (Nasdaq: THAR) (“Tharimmune” or the “Company”), a clinical-stage biotechnology company developing a portfolio of therapeutic candidates for inflammation and immunology, developing lead candidate, TH104 for chronic pruritus in primary biliary cholangitis announced toda |
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| June 20, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 18, 2024 (the “Effective Date”), between Tharimmune, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the term |
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| June 20, 2024 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| June 20, 2024 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| June 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 18, 2024 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Numb |
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| June 12, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-8 (Form Type) THARIMMUNE, INC. |
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| June 12, 2024 |
As filed with the Securities and Exchange Commission on June 12, 2024 As filed with the Securities and Exchange Commission on June 12, 2024 Registration No. |
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| June 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 11, 2024 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Numb |
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| June 7, 2024 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-270684 PROSPECTUS SUPPLEMENT (To prospectus dated March 24, 2023) Up to $1,650,000 Common Stock We have entered into an at the market offering agreement (the “ATM Agreement”) with Rodman & Renshaw LLC (the “sales agent”) relating to the sale of shares of our common stock, $0.0001 par value per share, offered by this prospectus supplement and th |
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| June 7, 2024 |
ATM Agreement between the Company and Rodman & Renshaw dated June 7, 2024 Exhibit 1.1 AT THE MARKET OFFERING AGREEMENT June 7, 2024 Rodman & Renshaw LLC 600 Lexington Avenue, 32nd Floor New York, NY 10022 Ladies and Gentlemen: Tharimmune, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with Rodman & Renshaw LLC (the “Manager”) as follows: 1. Definitions. The terms that follow, when used in this Agreemen |
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| June 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 7, 2024 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| May 22, 2024 |
Tharimmune Announces 1-for-15 Reverse Stock Split Exhibit 99.1 Tharimmune Announces 1-for-15 Reverse Stock Split BRIDGEWATER, N.J., May 22, 2024 – Tharimmune, Inc. (Nasdaq: THAR) (“Tharimmune” or the “Company”), a clinical-stage biotechnology company developing a portfolio of therapeutic candidates for rare, inflammatory and oncologic conditions, announced today that it will effect a 1-for-15 reverse stock split of its issued and outstanding shar |
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| May 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 22, 2024 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| May 22, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT to the CERTIFICATE OF INCORPORATION of THARIMMUNE, INC. THARIMMUNE, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows: FIRST: The name of the Corporation is Tharimmune, Inc. The Certificate of Incorporation was filed with the Secretary of State of the State o |
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| May 14, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 14, 2024 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41210 THARIMMUNE, INC. (Exact |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| March 11, 2024 |
Amendment to the Bylaws of Tharimmune, Inc. Exhibit 3.1 AMENDMENT NO. 1 TO THE BYLAWS OF THARIMMUNE, INC. a Delaware Corporation Pursuant to the resolutions of the Board of Directors (the “Board”) of Tharimmune, Inc., a Delaware corporation (the “Corporation”) adopted on March 7, 2024 and in accordance with the authority provided to the directors pursuant to Article IX of the Company’s Bylaws (the “Bylaws”): 1. Article II, Section 2.6 of th |
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| March 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 7, 2024 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File Numb |
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| February 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41210 THARIMMUNE, INC. (Exact name |
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| February 23, 2024 |
Tharimmune, Inc. Clawback Policy Exhibit 97.1 Tharimmune, Inc. CLAWBACK POLICY I. Purpose and Scope The Board of Directors (the “Board”) of the Company believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this Clawback |
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| February 14, 2024 |
US4327052001 / THARIMMUNE INC / TANG CAPITAL PARTNERS LP - AMENDMENT NO. 1 Passive Investment SC 13G/A 1 j117244sc13ga1.htm AMENDMENT NO. 1 Securities and Exchange Commission Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tharimmune, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 432705200 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the approp |
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| February 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 8, 2024 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File N |
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| December 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 12, 2023 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File |
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| December 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 8, 2023 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File |
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| December 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 8, 2023 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File N |
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| December 7, 2023 |
Exhibit 99.1 |
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| December 7, 2023 |
THAR / Tharimmune Inc / TANG CAPITAL PARTNERS LP Passive Investment Securities and Exchange Commission Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| December 7, 2023 |
EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.0001 par value per share, of Tharimmune, Inc. and further agree to the filing of this a |
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| December 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 6, 2023 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File N |
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| November 29, 2023 |
The date of this prospectus is November 27, 2023 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-275350 Prospectus 1,825,000 Shares of Common Stock 8,175,000 Pre-Funded Warrants to purchase up to 8,175,000 Shares of Common Stock Tharimmune, Inc. We are offering 1,825,000 shares of our common stock at a public offering price of $1.00 per share. We are also offering 8,175,000 pre-funded warrants (each a “Pre-funded Warrant”) to purchase up t |
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| November 27, 2023 |
Tharimmune, Inc. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 Tharimmune, Inc. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 November 27, 2023 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Daniel Crawford Re: Tharimmune, Inc. Registration Statement on Form S-1 File No. 333-275350 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of |
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| November 27, 2023 |
ThinkEquity LLC 17 State Street, 41st Floor New York, NY 10004 ThinkEquity LLC 17 State Street, 41st Floor New York, NY 10004 November 27, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| November 27, 2023 |
Exhibit 99.1 Tharimmune Reports Positive Phase 1 Data on TH104, its Lead Therapeutic Candidate, for Chronic Pruritis in Primary Biliary Cholangitis (PBC) Phase 1 ex-US trial achieved primary objective of predictable pharmacokinetic profiling with favorable safety and tolerability Company expects to engage FDA on Phase 2 trial design and expects topline data in 2024 for chronic pruritis First indic |
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| November 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 27, 2023 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File |
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| November 24, 2023 |
ThinkEquity LLC 17 State Street, 41st Floor New York, NY 10004 ThinkEquity LLC 17 State Street, 41st Floor New York, NY 10004 November 24, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| November 24, 2023 |
Tharimmune, Inc. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 Tharimmune, Inc. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 November 24, 2023 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Daniel Crawford Re: Tharimmune, Inc. Registration Statement on Form S-1 File No. 333-275350 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of |
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| November 17, 2023 |
Exhibit 4.4 FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT THARIMMUNE, INC. Warrant Shares: Issue Date: [], 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and u |
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| November 17, 2023 |
Form of Underwriting Agreement Exhibit 1.1 UNDERWRITING AGREEMENT between THARIMMUNE, INC. and THINKEQUITY LLC as Representative of the Several Underwriters THARIMMUNE, INC. UNDERWRITING AGREEMENT New York, New York [], 2023 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Floor New York, NY 10004 Ladies and Gentlemen: The undersigned, Tharimmune, Inc. (form |
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| November 17, 2023 |
As filed with the Securities and Exchange Commission on November 17, 2023 As filed with the Securities and Exchange Commission on November 17, 2023 Registration Statement No. |
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| November 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 17, 2023 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File |
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| November 17, 2023 |
Exhibit 3.1 |
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| November 17, 2023 |
Tharimmune Announces 1-for-25 Reverse Stock Split Exhibit 99.1 Tharimmune Announces 1-for-25 Reverse Stock Split BRIDGEWATER, N.J., November 17, 2023 (GLOBE NEWSWIRE) –Tharimmune, Inc. (Nasdaq: THAR) (“Tharimmune” or the “Company”), a clinical-stage biotechnology company developing a portfolio of therapeutic candidates for rare, inflammatory, and oncologic conditions announced today that it will effect a 1-for-25 reverse stock split of its issued |
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| November 17, 2023 |
Form of Representative’s Warrant Exhibit 4.3 FORM OF REPRESENTATIVE’S WARRANT AGREEMENT Tharimmune, Inc. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF |
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| November 17, 2023 | ||
| November 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 10, 2023 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission File |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41210 THARIMMUNE, INC. |
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| November 7, 2023 |
THARIMMUNE, INC. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 THARIMMUNE, INC. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 November 7, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Delaying Amendment for Tharimmune, Inc. Registration Statement on Form S-1 (File No. 333-275350) Ladies and Gentlemen: Reference is made to the Registration Statement on Form S-1 |
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| November 7, 2023 |
Exhibit 99.1 Tharimmune Executes Exclusive Global Licensing Agreement for Innovative Clinical Stage Asset for Chronic Pruritis Expects completion and topline data of a Phase 2 clinical trial in chronic pruritis over approximately 12 months after aligning with FDA on trial design Seeking first approval in an orphan disease, PBC, for the treatment of chronic pruritis in which more than 70% of patien |
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| November 7, 2023 |
Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 3, 2023 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction (Commission (I. R. S. Employer of in |
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| November 7, 2023 |
THARIMMUNE, INC. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 THARIMMUNE, INC. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 November 7, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Delaying Amendment for Tharimmune, Inc. Registration Statement on Form S-1 (File No. 333-275350) Ladies and Gentlemen: Reference is made to the Registration Statement on Form S-1 |
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| November 7, 2023 |
Exhibit 10.1 [*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type of information that the company treats as private or confidential. PATENT LICENSE AGREEMENT THIS PATENT LICENSE AGREEMENT (this “Agreement”) is entered into as of the 3rd day of November, 2023, (the “Effective Date”) by and between Avior Inc. dba Avior B |
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| November 6, 2023 |
As filed with the Securities and Exchange Commission on November 6, 2023 As filed with the Securities and Exchange Commission on November 6, 2023 Registration Statement No. |
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| November 6, 2023 |
Exhibit 10.7 [*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type of information that the company treats as private or confidential. PATENT LICENSE AGREEMENT THIS PATENT LICENSE AGREEMENT (this “Agreement”) is entered into as of the 3rd day of November, 2023, (the “Effective Date”) by and between Avior Inc. dba Avior B |
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| November 6, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) THARIMMUNE, INC. |
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| November 2, 2023 |
Exhibit 10.1 THARIMMUNE, INC. 2023 OMNIBUS EQUITY INCENTIVE PLAN Section 1. Purpose of Plan. The name of the Plan is the Tharimmune, Inc. 2023 Omnibus Equity Incentive Plan. The purposes of the Plan are to (i) provide an additional incentive to selected employees, directors, and independent contractors of the Company or its Affiliates whose contributions are essential to the growth and success of |
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| November 2, 2023 |
As filed with the Securities and Exchange Commission on November 2, 2023 As filed with the Securities and Exchange Commission on November 2, 2023 Registration No. |
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| November 2, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-8 (Form Type) THARIMMUNE, INC. |
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| October 24, 2023 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 23, 2023 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction (Commission (I. R. S. Employer of in |
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| September 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| September 25, 2023 |
Exhibit 99.1 Hillstream BioPharma progressing towards acquiring clinical stage asset and announces corporate name change to Tharimmune, Inc. Expects to launch and complete a Phase 1 trial in Q4 2023 Tharimmune to begin trading under new ticker, THAR, on Monday September 25, 2023 BRIDGEWATER, N.J., September 22, 2023 — Hillstream BioPharma Inc., (NASDAQ: HILS), a biotechnology company developing in |
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| September 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 21, 2023 THARIMMUNE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction (Commission (I. R. S. Employer of |
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| September 25, 2023 |
Exhibit 3.1 |
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| September 12, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 12, 2023 HILLSTREAM BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction (Commission (I. R. S. Em |
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| September 12, 2023 |
Exhibit 99.1 |
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| August 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| August 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| August 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41210 HILLSTREAM BIOPHARMA, INC. |
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| July 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 12, 2023 HILLSTREAM BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction (Commission (I. R. S. Employe |
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| July 11, 2023 |
Exhibit 10.3 AMENDED and RESTATED MILBY EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of July 6, 2023 (the “Effective Date”) by and between Hillstream BioPharma Inc., a Delaware corporation with principal executive offices at 245 Main Street, Suite 204, Chester, New Jersey 07930 (“Company”), and Randy D. Milby, residing at [ ] (“Executive”). Each of Company and Execu |
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| July 11, 2023 |
Exhibit 10.1 [*] CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. RESEARCH AND DEVELOPMENT COLLABORATION AND LICENSE AGREEMENT This Research and Development Collaboration and License Agreement (the “Agreement”) is entered into as of July 5, 2023 (the “Effective Date”) by and betw |
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| July 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 5, 2023 HILLSTREAM BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction (Commission (I. R. S. Employer |
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| July 11, 2023 |
Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of July 11, 2023 (the “Effective Date”) by and between Hillstream BioPharma Inc., a Delaware corporation with principal executive offices at 1200 Route 22 East, Suite 2000, Bridgewater, NJ 08807 245 Main Street, Suite 204, Chester, New Jersey 07930 (“Company”), and Sireesh Appajosyula, residing at [ ] (“Execu |
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| June 20, 2023 |
Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 14, 2023 HILLSTREAM BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission |
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| June 20, 2023 |
Exhibit 16.1 June 20, 2023 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Commissioners: We have read Item 4.01 of Hillstream BioPharma, Inc.’s Form 8-K dated June 20, 2023, and we agree with the statements set forth in Item 4.01, insofar as they relate to our firm. We have no basis to agree or disagree with other statements made by the registrant contained in Item 4.0 |
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| June 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 12, 2023 HILLSTREAM BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission |
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| May 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41210 HILLSTREAM BIOPHARMA, INC. |
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| May 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41210 HILLSTREAM |
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| May 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 17, 2023 HILLSTREAM BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission |
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| May 16, 2023 |
SEC FILE NUMBER: 001-41210 CUSIP NUMBER: 432705101 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 9, 2023 HILLSTREAM BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commission F |
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| May 15, 2023 |
Exhibit 99.1 Hillstream BioPharma Strengthens its Board of Directors with Appointment of Kelly Anderson Appointment to Enhance Board’s Expertise Across Investments, Business Development and Capital Markets BRIDGEWATER, N.J., May 15, 2023 — Hillstream BioPharma, Inc. (Nasdaq: HILS) (“Hillstream” or the “Company”), a biotechnology company developing therapeutic candidates targeting drug resistant an |
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| May 1, 2023 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-270684 PROSPECTUS SUPPLEMENT (To Prospectus dated March 24, 2023) 5,300,000 Shares of Common Stock Hillstream BioPharma, Inc. We are offering 5,300,000 shares of our common stock, $0.0001 par value per share (the “common stock”), at an offering price of $0.50 per share, pursuant to this prospectus supplement and the accompanying base prospectus |
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| May 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 27, 2023 HILLSTREAM BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commissio |
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| May 1, 2023 |
Exhibit 1.1 UNDERWRITING AGREEMENT between HILLSTREAM BIOPHARMA, INC. and THINKEQUITY LLC as Representative of the Several Underwriters HILLSTREAM BIOPHARMA, INC. UNDERWRITING AGREEMENT New York, New York April 27, 2023 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Floor New York, NY 10004 Ladies and Gentlemen: The undersign |
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| May 1, 2023 |
Hillstream BioPharma Announces Proposed Public Offering EX-99.1 4 ex99-1.htm Exhibit 99.1 Hillstream BioPharma Announces Proposed Public Offering BRIDGEWATER, N.J., April 27, 2023 — Hillstream BioPharma, Inc. (Nasdaq: HILS) (“Hillstream” or the “Company”), a biotechnology company developing therapeutic candidates targeting drug resistant and devastating cancers using ferroptosis, an emerging new anti-cancer mechanism resulting in iron-mediated cell dea |
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| May 1, 2023 |
Hillstream BioPharma Announces Pricing of Public Offering Exhibit 99.2 Hillstream BioPharma Announces Pricing of Public Offering BRIDGEWATER, N.J., April 27, 2023 — Hillstream BioPharma, Inc. (Nasdaq: HILS) (“Hillstream” or the “Company”), a biotechnology company developing therapeutic candidates targeting drug resistant and devastating cancers using ferroptosis, an emerging new anti-cancer mechanism resulting in iron-mediated cell death, and immuno-onco |
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| April 27, 2023 |
FWP 1 formfwp.htm |
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| April 27, 2023 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-270684 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but the information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securit |
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| March 22, 2023 |
Hillstream BioPharma, Inc. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 March 22, 2023 Hillstream BioPharma, Inc. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 March 22, 2023 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Arzhang Navai Re: Hillstream BioPharma, Inc. Registration Statement on Form S-3 File No. 333-270684 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Sec |
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| March 17, 2023 |
As filed with the U.S. Securities and Exchange Commission on March 17, 2023 As filed with the U.S. Securities and Exchange Commission on March 17, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HILLSTREAM BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 84-2642541 (State or other jurisdiction (I.R.S. Employer of incorporation |
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| March 17, 2023 |
Form of Subordinated Indenture Exhibit 4.4 HILLSTREAM BIOPHARMA, INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s Cert |
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| March 17, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) HILLSTREAM BIOPHARMA, INC. |
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| March 17, 2023 |
Exhibit 4.3 HILLSTREAM BIOPHARMA, INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SENIOR DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions of Terms 1 ARTICLE II ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.1 Designation and Terms of Securities 4 Section 2.2 Form of Securities and Trustee’s Certificate |
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| March 16, 2023 |
Exhibit 21.1 List of Subsidiaries of Hillstream BioPharma, Inc. Name State/Country of Organization or Incorporation HB Pharma Corp. Delaware Farrington Therapeutics LLC (1) Delaware (1) On February 27, 2023, the Company filed a Certificate of Cancellation with the Delaware Secretary of State with respect to Farrington Therapeutics LLC. |
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| March 16, 2023 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2022, Hillstream BioPharma, Inc. (the “Company”) had one class of security registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), its common stock, par value $0.0001 per share (the “Common Stock”). Descripti |
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| March 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41210 HILLSTREAM BIOPHARMA, INC. (E |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 14, 2023 HILLSTREAM BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commis |
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| February 7, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 7, 2023 HILLSTREAM BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commiss |
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| February 7, 2023 |
Exhibit 99.1 |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41210 HILLSTREAM BIOPHARMA, INC. |
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| October 28, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 27, 2022 HILLSTREAM BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commiss |
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| August 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41210 HILLSTREAM BIOPHARMA, INC. |
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| August 9, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 8, 2022 HILLSTREAM BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commissio |
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| June 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| June 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| June 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41210 HILLSTREAM BIOPHARMA, INC. |
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| April 1, 2022 |
List of Subsidiaries of Hillstream BioPharma, Inc. EX-21.1 4 ex21-1.htm Exhibit 21.1 List of Subsidiaries of Hillstream BioPharma, Inc. Name State/Country of Organization or Incorporation HB Pharma Corp. Delaware Farrington Therapeutics LLC Delaware |
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| April 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41210 HILLSTREAM BIOPHARMA, INC. (E |
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| April 1, 2022 |
NT 10-K 1 formnt10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-41210 NOTIFICATION OF LATE FILING [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2021 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report o |
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| April 1, 2022 |
Description of the Registrant’s Securities Exhibit 4.3 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of January 11, 2022, Hillstream BioPharma, Inc. (the ?Company?) had one class of security registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), its common stock, par value $0.0001 per share (the ?Common Stock?). Descriptio |
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| April 1, 2022 |
Exhibit 14.1 HILLSTREAM BIOPHARMA, INC. CODE OF BUSINESS CONDUCT AND ETHICS (Effective September 23, 2021) Hillstream BioPharma, Inc. (the ?Company?) has adopted the following Code of Business Conduct and Ethics (this ?Code?) for directors, executive officers and employees of the Company. This Code is intended to focus the directors, executive officers and employees on areas of ethical risk, provi |
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| February 24, 2022 |
Exhibit 99.1 |
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| February 24, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 24, 2022 HILLSTREAM BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commis |
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| February 22, 2022 |
Exhibit 10.1 Hillstream BioPharma Inc. 2019 STOCK INCENTIVE PLAN 1. Purpose The purpose of this 2019 Stock Incentive Plan (the ?Plan?) of Hillstream BioPharma, a Delaware corporation (the ?Company?), is to advance the interests of the Company?s stockholders by enhancing the Company?s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and |
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| February 22, 2022 |
As filed with the Securities and Exchange Commission on February 22, 2022 S-8 1 forms-8.htm As filed with the Securities and Exchange Commission on February 22, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HILLSTREAM BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organizat |
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| February 22, 2022 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-8 (Form Type) HILLSTREAM BIOPHARMA, INC. |
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| January 20, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 20, 2022 HILLSTREAM BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41210 84-2642541 (State or other jurisdiction of incorporation) (Commiss |
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| January 20, 2022 |
EX-99.1 2 ex99-1.htm Exhibit 99.1 |
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| January 13, 2022 |
The date of this prospectus is January 11, 2022 424B4 1 form424b4.htm PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-259821 3,750,000 Shares Common Stock Hillstream BioPharma, Inc. This is a firm commitment initial public offering of 3,750,000 shares of common stock of Hillstream BioPharma, Inc. Prior to this offering, there has been no public market for our common stock. The initial public offering price of our common stock i |
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| January 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Hillstream BioPharma, 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 N |
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| January 7, 2022 |
ThinkEquity LLC 17 State Street, 22nd Floor New York, NY 10004 January 7, 2022 CORRESP 1 filename1.htm ThinkEquity LLC 17 State Street, 22nd Floor New York, NY 10004 January 7, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F St., N.E. Washington, D.C. 20549 Re: Hillstream BioPharma Inc. Registration Statement on Form S-1 Registration No. 333-259821 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of |
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| January 7, 2022 |
HILLSTREAM BIOPHARMA, INC. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 January 7, 2022 HILLSTREAM BIOPHARMA, INC. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 January 7, 2022 VIA EDGAR United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Attention: Jenn Do Daniel Gordon Abby Adams Christopher Edwards Re: Hillstream BioPharma, Inc. Registration Statement on Form S-1, as amended File No. 333-259821 Ladies and Gentlemen: Pursuant to Rule 461 o |
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| January 5, 2022 |
As filed with the Securities and Exchange Commission on January 5, 2022 S-1/A 1 forms-1a.htm As filed with the Securities and Exchange Commission on January 5, 2022 Registration Statement No. 333-259821 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 4 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HILLSTREAM BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 2834 84-2642541 (State |
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| January 3, 2022 |
As filed with the Securities and Exchange Commission on January 3, 2022 As filed with the Securities and Exchange Commission on January 3, 2022 Registration Statement No. |
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| December 20, 2021 | ||
| December 10, 2021 |
Form of Underwriting Agreement Exhibit 1.1 HILLSTREAM BIOPHARMA, INC. UNDERWRITING AGREEMENT New York, New York [●], 2021 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 22nd Floor New York, NY 10004 Ladies and Gentlemen: The undersigned, Hillstream BioPharma, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries |
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| December 10, 2021 |
As filed with the Securities and Exchange Commission on December 10, 2021 S-1/A 1 forms-1a.htm As filed with the Securities and Exchange Commission on December 10, 2021 Registration Statement No. 333-259821 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HILLSTREAM BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 2834 84-2642541 (Sta |
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| December 10, 2021 |
EX-4.2 3 ex4-2.htm Exhibit 4.2 Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD |
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| October 15, 2021 |
As filed with the Securities and Exchange Commission on October 15, 2021 S-1/A 1 forms-1a.htm As filed with the Securities and Exchange Commission on October 15, 2021 Registration Statement No. 333-259821 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HILLSTREAM BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 2834 84-2642541 (Stat |
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| October 15, 2021 |
Exhibit 3.5 |
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| October 15, 2021 |
HILLSTREAM BIOPHARMA, INC. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 HILLSTREAM BIOPHARMA, INC. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 October 15, 2021 VIA EDGAR United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Attention: Jenn Do Daniel Gordon Abby Adams Christopher Edwards Re: Hillstream BioPharma, Inc. Registration Statement on Form S-1 Filed September 27, 2021 File No. 333-259821 Dear Ladies and Gentlemen: Thi |
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| September 27, 2021 |
Form of Subordinated Convertible Promissory Note Exhibit 10.4 THIS SUBORDINATED CONVERTIBLE PROMISSORY NOTE (THIS ?NOTE?) AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS NOTE AND SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PL |
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| September 27, 2021 |
Exhibit 3.1 |
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| September 27, 2021 |
EX-3.4 5 ex3-4.htm Exhibit 3.4 |
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| September 27, 2021 |
Exhibit 10.7 FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This First Amendment (the ?Amendment?) to the Amended and Restated Milby Employment Agreement is dated as September 24, 2021 and is entered into by and between Hillstream BioPharma, Inc., a Delaware corporation (the ?Corporation?) and Randy D. Milby (the ?Executive?). All capitalized terms used herein but not otherwise defin |
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| September 27, 2021 |
Exhibit 10.2 HILLSTREAM BIOSCIENCES INC. 2017 STOCK INCENTIVE PLAN 1. Purpose The purpose of this 2017 Stock Incentive Plan (the ?Plan?) of Hillstream Biosciences Inc., a Delaware corporation (the ?Company?), is to advance the interests of the Company?s stockholders by enhancing the Company?s ability to attract, retain and motivate persons who are expected to make important contributions to the Co |
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| September 27, 2021 |
Hillstream BioPharma, Inc. 2019 Stock Incentive Plan Exhibit 10.3 Hillstream BioPharma Inc. 2019 STOCK INCENTIVE PLAN 1. Purpose The purpose of this 2019 Stock Incentive Plan (the ?Plan?) of Hillstream BioPharma, a Delaware corporation (the ?Company?), is to advance the interests of the Company?s stockholders by enhancing the Company?s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and |
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| September 27, 2021 |
Form of Subordinated Convertible Promissory Note Exhibit 10.5 THIS SUBORDINATED CONVERTIBLE PROMISSORY NOTE (THIS ?NOTE?) AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS NOTE AND SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PL |
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| September 27, 2021 |
Exhibit 4.1 |
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| September 27, 2021 |
Exhibit 3.2 |
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| September 27, 2021 |
HILLSTREAM BIOPHARMA, INC. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 CORRESP 1 filename1.htm HILLSTREAM BIOPHARMA, INC. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 September 27, 2021 VIA EDGAR United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Attention: Jenn Do Daniel Gordon Abby Adams Christopher Edwards Re: Hillstream BioPharma, Inc. Amendment No. 2 to Draft Registration Statement Submitted August 4, 2021 File No. 37 |
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| September 27, 2021 |
Form of Indemnification Agreement for Officers and Directors Exhibit 10.6 HILLSTREAM BIOPHARMA, INC. INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (?Agreement?) is made as of [ ], 2021 by and between Hillstream BioPharma, Inc., a Delaware corporation (the ?Company?), and [ ] (?Indemnitee?). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. RECIT |
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| September 27, 2021 |
As filed with the Securities and Exchange Commission on September 27, 2021 Registration Statement No. |
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| September 27, 2021 |
Exhibit 10.1 AMENDED and RESTATED MILBY EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of June 1, 2021 (the “Effective Date”) by and between Hillstream BioPharma Inc., a Delaware corporation with principal executive offices at 245 Main Street, Suite 204, Chester, New Jersey 07930 (“Company”), and Randy D. Milby, residing at (“Executive”). Each of Company and Executive |
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| September 27, 2021 |
Exhibit 3.3 |
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| August 4, 2021 |
DRS/A 1 filename1.htm As confidentially submitted to the U.S. Securities and Exchange Commission on August 3, 2021 pursuant to the Jumpstart Our Business Startups Act of 2012, as Amendment No. 2 to the draft registration statement. This Amendment No. 2 to the draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains stri |
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| August 3, 2021 |
HILLSTREAM BIOPHARMA, INC. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 HILLSTREAM BIOPHARMA, INC. 1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807 August 3, 2021 VIA EDGAR United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Attention: Jenn Do Daniel Gordon Abby Adams Christopher Edwards Re: Hillstream BioPharma, Inc. Amendment No. 1 to Draft Registration Statement Submitted June 1, 2021 File No. 377-04884 Dear Ladies and Gentle |
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| June 21, 2021 |
DRS/A 1 filename1.htm As confidentially submitted to the U.S. Securities and Exchange Commission on June 17, 2021 pursuant to the Jumpstart Our Business Startups Act of 2012 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HILLSTREAM BIOPHARMA, INC. (Exact name of registrant as s |
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| May 17, 2021 |
As confidentially submitted to the U.S. Securities and Exchange Commission on May 17, 2021 pursuant to the Jumpstart Our Business Startups Act of 2012 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HILLSTREAM BIOPHARMA, INC. (Exact name of registrant as specified in its charter |
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| May 17, 2021 |
Sheppard, Mullin, Richter & Hampton LLP Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, New York 10112-0015 212. |
