Results of Operations and Financial Condition. On August 14, 2026, Canton Strategic Holdings, Inc. (the “Company”) issued a press release announcing its financial and operating results for the second quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purpo…

Entry into a Material Definitive Agreement. On July 17, 2026, Canton Strategic Holdings, Inc., a Delaware corporation (the “ Company ”), entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with Gravitas Collective Corp., a Delaware corporation (“ Buyer ”), pursuant to which the Company agreed to sell, and Buyer agreed to purchase, all of the issued and outstanding membership interests (the “ Purchased Securities ”) of Gravitas Life Sciences, LLC (“ Gravitas ”), a wholly…

Completion of Acquisition or Disposition of Assets. The information set forth under

Other Events. 2026 Share Repurchase Program On June 11, 2026, the Board of Directors the Company approved a share repurchase program (the “ 2026 Share Repurchase Program ”) providing for the repurchase of up to $50 million of the Company’s outstanding shares of Common Stock. Under the 2026 Share Repurchase Program, the Company is authorized to repurchase shares of Common Stock through open market purchases, privately-negotiated transactions, or otherwise in accordance with applicable federal…

Regulation FD Disclosure. On June 16, 2026, Canton Strategic Holdings, Inc. (the “ Company ”) issued a press release announcing the 2026 Share Repurchase Program (as defined below), a copy of which is attached hereto as Exhibit 99.1. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, will not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the S…

Material Definitive Agreement On March 3, 2026, Canton Strategic Holdings, Inc. (the “ Company ”), entered into an amended and restated sales agreement (the “ Sales Agreement ”) with Clear Street LLC (“ Clear Street ”) and Virtu Americas LLC (“ Virtu ”, and together with Clear Street, the “ Sales Agents ”), relating to the sale of shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”). The Sales Agreement amends and restates the ATM Sales Agreement, dated as…

Chief Operating Officer — Angela Dominy Radkowski: The company appointed Angela Dominy Radkowski as Chief Operating Officer.

Entry into a Material Definitive Agreement. Underwriting Agreement On January 20, 2026, Tharimmune, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Clear Street LLC, as the sole underwriter (the “Underwriter”), relating to an underwritten registered offering to a single institutional investor (the “Offering”) of (i) 1,800,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at an offering price of $2.9200 (…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On January 9, 2026, Tharimmune, Inc. (the “Company”) received a notification letter from The Nasdaq Stock Market LLC regarding its noncompliance with Nasdaq Listing Rule 5605 (“Rule 5605”), which requires, among other things, that a majority of the Board of Directors of the Company (the “Board”) be comprised of independent directors. As previously disclosed, Nancy Davis and Sanam Parikh resign…

Chief Financial Officer — Jacob Asbury: The company hired a new Chief Financial Officer from an external source.

interim Chief Financial Officer — Sireesh Appajosyula: Sireesh Appajosyula was appointed as interim Chief Financial Officer.

Other Events. On November 6, 2025, the Company issued a press release announcing the closing of its private placement offering. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this

Material Definitive Agreement On November 6, 2025, the Company entered into an ATM Sales Agreement (the “ Sales Agreement ”) with Clear Street LLC and President Street Global LLC, as sales agents (the “ Agents ”) to sell shares of its common stock, par value $0.0001 per share, having an aggregate offering price of up to $64,910,161 (the “ ATM Shares ”) from time to time, through an “at the market offering” (the “ ATM Offering ”) as defined in Rule 415 under the Securities Act of 1933, as amen…

Other Events. As previously disclosed in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on November 3, 2025, Tharimmune, Inc. (the “Company”) entered into securities purchase agreements (the “ Cash Securities Purchase Agreements ”) with certain accredited investors (the “ Cash Purchasers ”) pursuant to which the Company agreed to sell and issue to the Cash Purchasers in a private placement offering (the “ Cash Offering ”) an aggregate offering of either…

Unregistered Sales of Equity Securities. The information under

Entry into a Material Definitive Agreement. Securities Purchase Agreements On November 3, 2025, Tharimmune, Inc. (the “ Company ”) entered into securities purchase agreements (the “ Cash Securities Purchase Agreements ”) with certain accredited investors (the “ Cash Purchasers ”) pursuant to which the Company agreed to sell and issue to the Cash Purchasers in a private placement offering (the “ Cash Offering ”) an aggregate offering of either shares (the “ Cash Shares ”) of common stock of th…

The filing describes an amendment to the equity incentive plan, not a management change.

Entry into a Material Definitive Agreement. On October 1, 2025, Tharimmune, Inc. entered into a warrant amendment with the holders of warrants to purchase an aggregate 3,408,110 shares of common stock to amend such warrants to make them immediately exercisable. - 2 - SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 6, 2025 Tharimmune,…

The filing details compensation adjustments for the CEO and Executive Chairman, not a management change.

Other Events. On April 1, 2025, Tharimmune, Inc. (the “Company”) received a notice (the “Notice”) from the Listing Qualifications staff of Nasdaq notifying the Company that its stockholders equity as reported in its Annual Report on Form 10-K for the period ended December 31, 2024, did not satisfy the continued listing requirements under Nasdaq Listing Rule 5550(b)(1) for The Nasdaq Capital Market, which requires that a listed company’s stockholder equity be at least $2,500,000. On May 15, 20…

Entry into a Material Definitive Agreement. On August 26, 2025, Tharimmune, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) in relation to a registered direct offering (the “Offering”) with certain purchasers, under the Shelf Registration Statement (as defined below), of $5.35 million of the Company’s securities (the “Securities”), consisting of 1,188,888 shares of Common Stock, par value $0.0001 per share (or common stock equivalents) at a price o…

Entry into a Material Definitive Agreement. On August 26, 2025, Tharimmune, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) in relation to a registered direct offering (the “Offering”) with certain purchasers, under the Shelf Registration Statement (as defined below), of $5.35 million of the Company’s securities (the “Securities”), consisting of 1,188,888 shares of Common Stock, par value $0.0001 per share (or common stock equivalents) at a price o…

Director — Nancy Davis: Nancy Davis was appointed as a director of the company.

Entry into a Material Definitive Agreement On July 25, 2025, Tharimmune, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain accredited individual and institutional investors (“the “Purchasers”) for the issuance and sale in a private placement (the “Private Placement”) of (i) 641,190 shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 103,490 s…

Entry into a Material Definitive Agreement. On July 23, 2025, Tharimmune, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) in relation to a registered direct public offering (the “Offering”) with certain purchasers, under the Shelf Registration Statement (as defined below), of $1.74 million of the Company’s securities (the “Securities”), consisting of (i) 414,331 shares of Common Stock, par value $0.0001 per share (the “Common Stock”) and 559,910 pr…