Tharimmune, Inc.

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. )

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☐ Preliminary Proxy Statement

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☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

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To our Stockholders:

A special meeting of stockholders will be held on January 30, 2026, at 10:00 a.m. Eastern Time (the “Special Meeting”) to conduct the following items of business:

● Proposal 2: To approve, in accordance with Nasdaq Listing Rule 5635(a), the issuance of shares of our common stock upon the exercise of the Strategic Advisor Warrants issued to certain strategic advisors in connection with the Strategic Advisor Agreement;

● Proposal 3: To approve, in accordance with Nasdaq Listing Rule 5635(a), the issuance of shares of our common stock upon the exercise of the Cryptocurrency Pre-Funded Warrants issued in connection with our acceptance of Canton Coin cryptocurrency as consideration in our private placement offering;

● Proposal 4: To approve, in accordance with Nasdaq Listing Rule 5635(c), the issuance of Advisor RSUs and shares of our common stock upon the settlement of Advisor RSUs issued to our placement agent in connection with our private placement offering;

● Proposal 5: To approve an amendment to our Amended and Restated 2023 Omnibus Equity Incentive Plan to increase the number of shares of common stock available for issuance thereunder by 7,000,000 shares; and

The special meeting will be a completely virtual meeting conducted via live webcast. You will be able to attend the Special Meeting online, vote electronically and submit your questions during the Special Meeting by visiting www.proxyvote.com and entering your 16-digit control number. You will not be able to attend the Special Meeting in person.

Even if you are planning on attending the Special Meeting online, please promptly submit your proxy vote via the Internet, by telephone, or by completing, dating, signing and returning the enclosed proxy card or voting instruction card, so your shares will be represented at the Special Meeting. Instructions on voting your shares are in the proxy materials you received for the Special Meeting.

Details regarding admission to the virtual Special Meeting and the business to be conducted at the Special Meeting are more fully described in the accompanying Notice of Special Meeting of Stockholders and proxy statement. You are entitled to vote at our Special Meeting and any adjournments or postponements thereof only if you were a stockholder as of December 3, 2025.

Your vote is important. Whether or not you plan to attend the Special Meeting online, please submit your proxy vote as soon as possible so that your shares can be voted at our Special Meeting in accordance with your instructions. If you attend the meeting, you may revoke your proxy in accordance with the procedures set forth in the accompanying proxy statement and vote in person.

Thank you for your continued support of Tharimmune.

By the Order of the Board of Directors

/s/ Mark Wendland

Mark Wendland

Chief Executive Officer

34 Shrewsbury Ave, Suite 1C

Red Bank, NJ, 07701

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON JANUARY 30, 2026

Notice is hereby given that a special meeting of stockholders of Tharimmune, Inc. (the “Company,” “Tharimmune,” “we” or “us”) will be held on January 30, 2026, at 10:00 a.m. Eastern Time (the “Special Meeting”), as a virtual meeting at www.virtualshareholdermeeting.com/THAR2026SM. At the special meeting of stockholders or any adjournment or postponement thereof, you will be asked to consider and vote upon the following proposals:

● Proposal 2: To approve, in accordance with Nasdaq Listing Rule 5635(a), the issuance of shares of our common stock upon the exercise of the Strategic Advisor Warrants issued to certain strategic advisors in connection with the Strategic Advisor Agreement;

● Proposal 3: To approve, in accordance with Nasdaq Listing Rule 5635(a), the issuance of shares of our common stock upon the exercise of the Cryptocurrency Pre-Funded Warrants issued in connection with our acceptance of Canton Coin cryptocurrency as consideration in our private placement offering;

●Proposal 4: To approve, in accordance with Nasdaq Listing Rule 5635(c), the issuance of Advisor RSUs and shares of our common stock upon the settlement of Advisor RSUs issued to our placement agent in connection with our private placement offering;

● Proposal 5: To approve an amendment to our Amended and Restated 2023 Omnibus Equity Incentive Plan to increase the number of shares of common stock available for issuance thereunder by 7,000,000 shares; and

Through the website above, you will be able to attend the Special Meeting online, vote electronically, and submit your questions during the Special Meeting. Your attention is directed to the accompanying proxy statement which is set forth on the following pages, where details regarding how to attend the Special Meeting online and the foregoing items of business are more fully described. The Board of Directors has fixed the close of business on December 3, 2025 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting. Only stockholders of record at the close of business on December 3, 2025 are entitled to receive notice of, and to vote at, the Special Meeting and any adjournment thereof.

Your vote is extremely important, regardless of the number of shares of common stock you own. Whether or not you plan to virtually attend the Special Meeting, you are respectfully requested by the Board of Directors to promptly submit your proxy by telephone or over the Internet in accordance with the instructions on the proxy card or voting instruction card or sign, date and return the proxy card or voting instruction card. If you received this notice and the accompanying proxy statement in the mail, a return envelope is enclosed for your convenience. This will not prevent you from voting at the Special Meeting since you may revoke your proxy at any time prior to the Special Meeting or vote electronically at the Special Meeting, but submitting your proxy will help to ensure the presence of a quorum at the Special Meeting and avoid added proxy solicitation costs.

By Order of the Board of Directors,

Mark Wendland

Chief Executive Officer

Red Bank, New Jersey

Important Notice Regarding the Availability of Proxy Materials for the

Tharimmune, Inc. Special Meeting of Stockholders to be Held on January 30, 2026:

The Notice of Special Meeting of Stockholders, accompanying proxy statement and annual report to

stockholders are available at www.proxyvote.com.

TABLE OF CONTENTS

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PROXY STATEMENT

2026 SPECIAL MEETING OF STOCKHOLDERS

January 30,** 2026**