What changed in this filing

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Item 9A. Controls and Procedures

2024-02-23 compared with 2023-03-16 · 490 added, 329 removed, 582 unchanged (58% of the section changed)

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disclosure controls and procedures as of December 31, 2023, our Chief Executive Officer and our Chief Financial Officer concluded that,

as of such date, our disclosure controls and procedures were not effective.

The material weakness

that has been identified relates to the design and implementation of appropriate segregation of duties to separate the roles of authorizing,

initiating, and recording transactions or reviewing transactions for the completeness and accuracy of contracts with financial reporting

implications.

as of such date, our disclosure controls and procedures were effective.

Annual Report on Internal Control Over Financial Reporting

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to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

of December 31, 2022, under the supervision and with the participation of our management, including our principal executive officer and

principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on

the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework - 2013.

Based on this assessment,

our management concluded that, as of December 31, 2022, our internal control over financial reporting was not effective due to a material

weakness in our internal controls with respect to the lack of control(s) to review the completeness

and accuracy of contracts with a financial reporting implication and the timely communication of the terms and conditions to the financial

reporting function.

Effective internal control contemplates an appropriate level of review to ensure timely preparation and completeness

and accuracy of the financial statements and disclosures.

the first half of 2021, vendor invoices were controlled by our Chief Executive Officer who was responsible for the approval and payment

Since the second half of 2021, invoices have been reviewed by our Chief Financial Officer prior to payment.

Our Chief Executive

Officer controls the release of our payments based on knowledge of the vendor’s progress and a cash management review with our

Chief Financial Officer.

light of the material weakness, we performed additional analysis and other post-closing procedures to ensure the reliability of financial

reporting and that our financial statements were prepared in accordance with U.S.

Accordingly, we believe that the financial statements

included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the

periods presented.

have initiated a procedure to remediate the material weakness by reviewing the material contracts on a quarterly basis with the accounting

department and supporting staff.

identified a material weakness in internal control over financial reporting in connection with the review of our audited consolidated

financial statements for the year ended December 31, 2022.

A material weakness is a deficiency, or a combination of deficiencies, in

internal controls over financial reporting such that it is reasonably possible that a material misstatement of the annual or interim

financial statements will not be prevented or detected on a timely basis.

The material weakness previously identified was due to (i)

the design and implementation of appropriate segregation of duties to separate the roles of authorizing, initiating, and recording transactions

or reviewing transactions for the completeness and accuracy of contracts with financial reporting implications and (ii) the Company lacking

sufficient appropriate accounting and reporting knowledge to effectively perform review controls surrounding technical accounting matters.

During the year ended December 31, 2023, we implemented formal review processes which included review by our Chief Executive Officer

and Chief Financial Officer of material contracts and invoices.

In addition, we engaged third-party experts to review the accounting

treatment for significant transactions.

As of December 31, 2023, our principal executive officer and principal financial officer, conducted

an evaluation of the effectiveness of our internal control over financial reporting based on the Committee of Sponsoring Organizations

of the Treadway Commission in Internal Control-Integrated Framework - 2013.

Based on this assessment and implementation of our remediation

plans, management concluded that, as of December 31, 2023, our internal controls over financial reporting were effective.

Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal

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in Internal Control Over Financial Reporting

have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

as set forth above, there were no changes in our internal control over financial reporting that occurred during the year ended December

31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

During the quarter ended December 31, 2023, none of our directors or executive

officers adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement”

as such terms are defined under Rule 408 of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

following table sets forth the name, age and positions of our executive officers and directors as of March 10, 2023.

following table sets forth the name, age and positions of our executive officers and directors as of February 20, 2024.

Executive Officer and Chairman of the Board of Directors

Financial Officer

Operating Officer and Director

business background and certain other information about our directors and executive officers is set forth below.

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clinical and industry experience.

Appajosyula has served as a member of our board of directors since July 2021.

Since April 2020, he has served as SVP, Corporate Development

and Operations of 9 Meters Biopharma, Inc.

NMTR) (“9 Meters”), a company focused on rare and unmet needs in gastrointestinal

patient populations developing compounds with unique gastrointestinal biology, and since 2018 he has served as Managing Member of Highpoint

Pharmaceuticals, LLC, a pharmaceutical research and development company.

Appajosyula has served as a member of our board of directors since July 2021 and was appointed as our Chief Operating Officer in July

Since April 2020, he has served as SVP, Corporate Development and Operations of 9 Meters Biopharma, Inc.

Meters”), a company focused on rare and unmet needs in gastrointestinal patient populations developing compounds with unique gastrointestinal

biology, and since 2018 he has served as Managing Member of Highpoint Pharmaceuticals, LLC, a pharmaceutical research and development

In addition, since 2015, Mr.

Appajosyula has served as Managing

Partner of Channel BioConsulting, LLC, a company that assists in enhancing search and evaluation efforts for complementary assets to

be added to existing portfolios of biopharmaceutical companies.

Appajosyula has served as Managing Partner of Channel BioConsulting, LLC, a company that assists

in enhancing search and evaluation efforts for complementary assets to be added to existing portfolios of biopharmaceutical companies.

Prior to joining 9 Meters, Mr.

Appajosyula spent approximately 8 years

at Salix Pharmaceuticals, Inc.

Appajosyula spent approximately 8 years at Salix Pharmaceuticals, Inc.

(“Salix”) (Nasdaq:

SLXP) in various roles in medical affairs, product commercialization and

business development until its acquisition by Bausch Health (Nasdaq:

Prior to Salix, he was involved in various roles at Amgen

Inc., Critical Therapeutics, Inc.

SLXP) in various roles in medical affairs, product commercialization and business development until its acquisition by Bausch Health

Prior to Salix, he was involved in various roles at Amgen Inc., Critical Therapeutics, Inc.

and Sanofi (formerly Aventis).

Appajosyula received his Bachelor of Science and Doctor of Pharmacy

from Rutgers University.

Appajosyula received his Bachelor of Science and Doctor of Pharmacy from Rutgers University.

We believe Mr.

Appajosyula is qualified to serve as a member of our board of directors because of his extensive

experience in the biotechnology industry.

Appajosyula is qualified

to serve as a member of our board of directors because of his extensive experience in the biotechnology industry.

Kelly Anderson has served as a member of our board of directors since May 2023.

Anderson currently serves as Chief Executive Officer

of CXO Executive Solutions, a specialized executive talent solutions company.

From 2015 through 2020, she served as a partner in C Suite

Financial Partners, a financial consulting firm serving private, private equity, entrepreneurial, family office and government-owned firms

across the entertainment, aerospace/defense, Software-as-a-service and manufacturing industries.

Anderson previously served in senior

financial executive positions at companies including Mavenlink (now known as Kantata), Ener-Core, Fisker Automotive, T3 Motion and The

First American Corporation.

In addition, Mrs.

Anderson currently serves on the board of AgEagle Aerial Systems, Inc.

and Tomi Environmental

Solutions and was previously a member of the board of directors of Marygold Companies, Guardion Health Sciences and Psychic Friends Network.

She is a Certified Public Accountant in California and received her B.A.

in business administration with an accounting concentration from

California State University, Fullerton.

We believe Mrs.

Anderson is qualified to serve as a member of our board of directors because of

her extensive experience as a Certified Public Accountant.

Relationships

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the report of the audit committee that the rules of the SEC require to be included in our annual meeting proxy statement.

audit committee consists of Lynne Bui and Leonard Mazur, with Leonard Mazur serving as chair.

Our board of directors has

affirmatively determined that Lynne Bui and Leonard Mazur each meet the definition of “independent director”

under Nasdaq rules, and that they meet the independence standards under Rule 10A-3.

Each member of our audit committee meets the financial

literacy requirements of Nasdaq.

In addition, our board of directors has determined that Leonard Mazur qualifies as an “audit committee

financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.

Our board of directors has adopted a written charter

for the audit committee which is available on our website at www.hillstreambio.com .

audit committee consists of Kelly Anderson (Chair), Lynne Bui and Leonard Mazur.

Our board of directors has affirmatively determined

that Kelly Anderson, Lynne Bui and Leonard Mazur each meet the definition of “independent director” under Nasdaq rules, and

that they meet the independence standards under Rule 10A-3.

Each member of our audit committee meets the financial literacy requirements

In addition, our board of directors has determined that Kelly Anderson qualifies as an “audit committee financial expert,”

as such term is defined in Item 407(d)(5) of Regulation S-K.

Our board of directors has adopted a written charter for the audit committee

which is available on our website at www.tharimmune.com .

compensation committee is responsible for, among other things:

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the report of the compensation committee that the rules of the SEC require to be included in our annual meeting proxy statement.

compensation committee consists of Lynne Bui and Leonard Mazur, with Lynne Bui serving as chair.

Our board has determined

that Lynne Bui and Leonard Mazur are each independent directors under Nasdaq rules.

Our board of directors has adopted

a written charter for the compensation committee which is available on our website at www.hillstreambio.com .

compensation committee consists of Lynne Bui (Chair), Kelly Anderson and Leonard Mazur.

Our board has determined that Lynne Bui, Kelly

Anderson and Leonard Mazur are each independent directors under Nasdaq rules.

Our board of directors has adopted a written charter for

the compensation committee which is available on our website at www.tharimmune.com .

and Governance Committee

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the evaluation of our board of directors.

nominating and corporate governance committee consists of Lynne Bui and Sireesh Appajosyula, with Sireesh Appajosyula serving as chair.

Our board has determined that Lynne Bui and Sireesh Appajosyula are each independent directors under Nasdaq rules.

Our board of directors

has adopted a written charter for the nominating and governance committee which is available on our website at www.hillstreambio.com .

nominating and corporate governance committee consists of Leonard Mazur (Chair), Lynne Bui and Kelly Anderson, with Leonard Mazur

serving as chair.

Our board has determined that Leonard Mazur, Lynne Bui and Kelly Anderson are each independent directors under

Nasdaq rules.

Our board of directors has adopted a written charter for the nominating and governance committee which is available on

our website at www.tharimmune.com .

Advisory Board

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of this survey are included in the matrix below.

Diversity Matrix (As of March 10, 2023)

Diversity Matrix (As of February 20, 2024)

Number of Directors

Gender Identity

Not Disclose Gender

Demographic Background

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executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

A copy of the code is filed as an exhibit to this Annual Report on Form 10-K and is posted on our website, www.hillstreambio.com .

A copy of the code is filed as an exhibit to this Annual Report on Form 10-K and is posted on our website, www.tharimmune.com .

We intend to post on our website all disclosures that are required by law or Nasdaq rules concerning any amendments to, or waivers from,

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Compensation Table

following table presents the compensation awarded to, earned by or paid to our principal executive officer, who we also refer to as our

“named executive officer”, for the year ended December 31, 2022 and 2021.

following table sets forth the compensation paid or accrued during the fiscal year ended December 31, 2023 and 2022 to our principal

executive officer and an additional officer (collectively the “named executive

officers”), including:

Milby, Chief Executive Officer and President;

Appajosyula, Chief Operating Officer.

and Principal Position

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Executive Officer

fiscal year 2022, Mr.

Milby was compensated with stock options to purchase 757,575 shares of common stock as set forth in the employment

See Note 9 to our audited consolidated financial statements for the year ended December 31, 2022 included elsewhere in

this Annual Report on Form 10-K

Operating Officer

the year ended December 31, 2023, Mr.

Milby was compensated with stock options to purchase 20,605 shares of common stock as set forth

in the employment agreement.

See Note 9 to our audited consolidated financial statements included elsewhere in this Annual Report

on Form 10-K.

the aggregate grant date fair value of stock options granted during the fiscal year calculated in accordance with FASB ASC Topic

For a discussion of the assumptions made by us in determining the grant date fair value of our equity awards see Note 6 to our

audited consolidated financial statements for the year ended December 31, 2022 included elsewhere in this Annual Report on Form 10-K.

fiscal year 2021, in lieu of base salary, Mr.

Milby was compensated with stock options to

purchase 18,939 shares of common stock per month through May 2021.

audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

the year ended December 31, 2022, Mr.

Milby was compensated with stock options to purchase 30,303 shares of common stock as set forth

in the employment agreement.

See Note 9 to our audited consolidated financial statements included elsewhere in this Annual Report

on Form 10-K.

Agreement with Randy Milby

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Milby from time to time.

to the Amended and Restated Employment Agreement, Mr.

Milby’s employment may be terminated (i) by us for Cause (as defined in the

Amended and Restated Employment Agreement);

July 6, 2023, we entered into an amended and restated employment agreement (the “CEO Employment Agreement”) with Mr.

The Employment Agreement has the same terms as of the COO Employment Agreement (as defined below) except, Mr.

Milby shall (i) receive

a base salary of $500,000 per year, which may be increased by the Board;

and (ii) be eligible to receive an annual bonus equal to 60%

of his then base salary based upon the achievement of Company and individual targets to be established by the Board, in its sole discretion.

In addition, in the event Mr.

Milby’s employment is terminated by the Company other than as a result of his death or Disability

(as defined in the CEO Employment Agreement) and other than for Cause (as defined in the CEO Employment Agreement), or if Mr.

Milby terminates

his employment for Good Reason (as defined in the CEO Employment Agreement), then, in addition to the Accrued Compensation, the Company

shall continue to pay Mr.

Milby’s base salary and provide health benefits for a period of 18 months following the termination date

and all Restricted Shares and Stock Options that have not vested as of the date of termination shall be forfeited and outstanding unvested

time-based equity awards shall be accelerated in accordance with the applicable vesting schedule as if Mr.

Milby had been in service

for an additional 12 months as of the termination date.

to the Amended and Restated Employment Agreement and the CEO Employment Agreement, Mr.

Milby’s employment may be terminated (i)

by us for Cause (as defined in the Amended and Restated Employment Agreement and the CEO Employment Agreement);

(ii) upon Mr.

Milby’s death;

(iii) upon Mr.

Milby’s Disability (as defined in

the Amended and Restated Employment Agreement);

Milby’s Disability (as defined in the Amended and Restated Employment Agreement);

(iv) or by Mr.

Milby for Good Reason (as defined in the Amended and Restated Employment

Good Reason (as defined in the Amended and Restated Employment Agreement).

In the event Mr.

Milby’s employment is terminated, we shall pay Mr.

Milby his then base salary through the last day

of his employment, the reimbursement of expenses incurred on or prior to the termination date and any earned but unpaid bonus (collectively,

the “Accrued Compensation”).

Milby’s employment is terminated, we

shall pay Mr.

Milby his then base salary through the last day of his employment, the reimbursement of expenses incurred on or prior to

the termination date and any earned but unpaid bonus (collectively, the “Accrued Compensation”).

In the event Mr.

Milby’s employment is terminated as a result of his death or Disability,

we shall pay Mr.

Milby (i) the Accrued Compensation, (ii) his then base salary through the date which is 90 days after his death or Disability

and (iii) such other or additional benefits as may be provided under our employee benefit plans, programs and arrangements (collectively,

the “Plans”).

In addition, all shares of our capital stock that are subject to vesting and all stock options that are scheduled

to vest on or before the next succeeding anniversary of the effective date of the Amended and Restated Employment Agreement shall be

accelerated and deemed to have vested as of the termination date.

All shares and options that have not vested as of the date of termination

shall be forfeited.

Any stock options that have vested as of the termination date shall remain exercisable until the earlier of (i) 60

months after the termination date and (ii) the expiration date of the option (all payments to be paid upon Mr.

Milby’s death or

Disability are hereinafter referred to as the “Death and Disability Severance”).

employment is terminated as a result of his death or Disability, we shall pay Mr.

Milby (i) the Accrued Compensation, (ii) his then base

salary through the date which is 90 days after his death or Disability and (iii) such other or additional benefits as may be provided

under our employee benefit plans, programs and arrangements (collectively, the “Plans”).

In addition, all shares of our capital

stock that are subject to vesting and all stock options that are scheduled to vest on or before the next succeeding anniversary of the

effective date of the Amended and Restated Employment Agreement shall be accelerated and deemed to have vested as of the termination

All shares and options that have not vested as of the date of termination shall be forfeited.

Any stock options that have vested

as of the termination date shall remain exercisable until the earlier of (i) 60 months after the termination date and (ii) the expiration

date of the option (all payments to be paid upon Mr.

Milby’s death or Disability are hereinafter referred to as the “Death

and Disability Severance”).

Any payments that shall be made to Mr.

as a result of his Disability shall be contingent upon Mr.

Milby as a result of his Disability shall be contingent upon

Milby executing a general release within 21 days of separation from service.

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and target bonus and the Severance period shall be 24 months.

Agreement with Sireesh Appajosyula

2023, the Board appointed Sireesh Appajosyula, the Company’s director, as Chief Operating Officer of the Company effective immediately.

In connection with his appointment as Chief Operating Officer of the Company, Mr.

Appajosyula resigned as Chair and a member of the Company’s

nominating and corporate governance committee.

Sireesh Appajosyula has served as a member of the

Company’s board of directors since July 2021.

Since April 2020, he has served as SVP, Corporate Development and Operations of 9

Meters Biopharma, Inc.

NMTR) (“9 Meters”), a company focused on rare and unmet needs in gastrointestinal patient

populations developing compounds with unique gastrointestinal biology, and since 2018 he has served as Managing Member of Highpoint Pharmaceuticals,

LLC, a pharmaceutical research and development company.

In addition, since 2015, Mr.

Appajosyula has served as Managing Partner of Channel

BioConsulting, LLC, a company that assists in enhancing search and evaluation efforts for complementary assets to be added to existing

portfolios of biopharmaceutical companies.

Prior to joining 9 Meters, Mr.

Appajosyula spent approximately eight years at Salix Pharmaceuticals,

(“Salix”) (Nasdaq:

SLXP) in various roles in medical affairs, product commercialization and business development until

its acquisition by Bausch Health (Nasdaq:

Prior to Salix, he was involved in various roles at Amgen Inc., Critical Therapeutics,

and Sanofi (formerly Aventis).

Appajosyula received his Bachelor of Science and Doctor of Pharmacy from Rutgers University.

In connection with Mr.

Appajosyula’s appointment

as Chief Operating Officer of the Company, on July 11, 2023 (the “Appajosyula Effective Date”), the Company entered into an

employment agreement (the “Appajosyula Employment Agreement”) with Mr.

The Appajosyula Employment Agreement shall

continue for a period of five years and, thereafter, shall automatically renew for successive one-year terms unless either party provides

the other party with written notice of non-renewal at least 60 days prior to the last day of the then current term.

Pursuant to the Appajosyula

Employment Agreement, Mr.

Appajosyula shall:

(i) receive a base salary of $400,000 per year, which may be increased by the Board;

be eligible to receive an annual bonus equal to 50% of his then base salary based upon the achievement of Company and individual targets

to be established by the Board, in its sole discretion;

(iii) shall be eligible to receive equity-based compensation awards as determined

by the Company;

(iv) receive reimbursement of reasonable business expenses;

and (v) receive such other benefits that the Company may make

available to its senior executives from time to time along with vacation, sick and holiday pay in accordance with the Company’s

policies established and in effect from time to time.

In the event Mr.

Appajosyula’s employment is

terminated, the Company shall pay him his base salary through the last day of his employment, payment for any unused vacation time in

accordance with the Company’s policies established and in effect from time to time, any reimbursable business expenses and any earned

but unpaid bonuses (collectively, the “Accrued Compensation”).

In the event Mr.

Appajosyula’s employment is terminated

as a result of his death or Disability (as defined in the Appajosyula Employment Agreement), Mr.

Appajosyula shall receive, in addition

to the Accrued Compensation, (i) his base salary through the date which is 90 days after his death or Disability and (ii) such other or

additional benefits, if any, as may be provided under applicable employee benefit plans, programs and/or arrangements of Company.

all shares of capital stock of the Company held by Mr.

Appajosyula that are subject to vesting (“Restricted Shares”) and all

options to purchase shares of capital stock of the Company (“Stock Options”) that are scheduled to vest on or before the next

succeeding anniversary of the Appajosyula Effective Date shall be accelerated and deemed to have vested as of the termination date.

Restricted Shares and Stock Options that have not vested as of the date of termination shall be forfeited as of such date.

Stock Options

that have vested as of Mr.

Appajosyula’s termination shall remain exercisable until the earlier of (i) 60 months following such

termination and (ii) the expiration date of such Stock Options.

In connection with Mr.

Appajosyula’s Disability, all payments, benefits

and/or grants pursuant to the Appajosyula Employment Agreement shall be subject to Mr.

Appajosyula’s execution and delivery within

21 days of separation from service of a general release of the Company, its parents, subsidiaries, and affiliates and each of its officers,

directors, employees, agents, successors and assigns in a form that is acceptable to Company.

In the event Mr.

Appajosyula’s employment

is terminated for Cause (as defined in the Appajosyula Employment Agreement), Mr.

Appajosyula shall receive, in addition to the Accrued

Compensation, such other or additional benefits, if any, as may be required under applicable employee benefit plans, programs and or arrangements

of Company or by law;

provided, however, all Restricted Shares that have not vested as of the date of termination shall be forfeited and

all unexercised Stock Options vested as of the termination date shall remain exercisable for 90 days following such termination.

Appajosyula’s employment is terminated by the Company other than as a result of his death or Disability and other than

for Cause, or if Mr.

Appajosyula terminates his employment for Good Reason (as defined in the Appajosyula Employment Agreement), then,

in addition to the Accrued Compensation, the Company shall (i) continue to pay Mr.

Appajosyula’s base salary and provide health

benefits for a period of 12 months following the termination date or, in the case of benefits, such time as Mr.

Appajosyula receives equivalent

coverage and benefits under plans and programs of a subsequent employer;

and (ii) provide such other or additional benefits, if any, as

may be provided under applicable employee benefit plans, programs and/or arrangements of the Company (other than any severance plans or

In addition, all Restricted Shares and Stock Options that have not vested as of the date of termination shall be forfeited

and outstanding unvested time-based equity awards shall be accelerated in accordance with the applicable vesting schedule as if Mr.

had been in service for an additional six months as of the termination date.

Moreover, Stock Options that have vested as of the termination

date shall remain exercisable until the earlier of (i) 60 months following such termination and (ii) the expiration date of the Stock

The foregoing payments shall be subject to Mr.

Appajosyula’s execution of a separation agreement within 60 days from his

termination date.

In addition, the Company and Mr.

Appajosyula may terminate the Appajosyula Employment Agreement for any reason or no

reason at any time by written notice to the other party, in which case, if terminated by Mr.

Appajosyula, he shall not receive payments

or benefits other than the Accrued Compensation.

Lastly, in the event Mr.

Appajosyula’s employment is terminated (i) by the Company

without Cause at any time within 12 months prior to the consummation of a Change of Control (as defined in the Appajosyula Employment

Agreement), if, prior to, or as of such termination, a Change of Control transaction was Pending (as defined in the Appajosyula Employment

Agreement) at any time during such 12 month period, (ii) by Mr.

Appajosyula for Good Reason at any time within 12 months after the consummation

of a Change of Control, or (iii) by the Company without Cause at any time upon or within 12 months after the consummation of a Change

of Control, then, Mr.

Appajosyula shall be entitled to (A) the acceleration and vesting in full of any then outstanding and unvested portion

of any time-vesting equity award with, options continuing to be exercisable for 60 months following termination (or, if earlier, their

expiration date);

(B) his base salary;

and (C) any bonus and equity awards he is entitled to;

provided, however, that the severance amount

shall equal two times the sum of his base salary and target bonus and the severance period shall be 24 months.

The Appajosyula Employment

Agreement also contains covenants prohibiting Mr.

Appajosyula from disclosing confidential information with respect to the Company and

non-competition, non-solicitation and non-disparagement restrictions.

Equity Awards at December 31, 2023

following table sets forth information concerning outstanding equity awards held by our named executive officer as of December 31, 2022.

following table sets forth information concerning outstanding equity awards held by our named executive officers as of December 31, 2023.

of Securities

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of Securities

of the options vested on the one year anniversary of the vesting starting date (July 31, 2019).

28,409 shares were exercised and

the remaining 4,142 of the options vesting in equal installments over a period of 48 months.

of the options vested on the one year anniversary of the vesting starting date (September 17, 2019), with the remaining 265 of the

options vesting in equal installments over a period of 48 months.

of the options vested on the one year anniversary of the vesting starting date (September 19, 2019), with the remaining 265 of the

options vesting over a period of 48 equal monthly installments.

of the options vested on the one year anniversary of the vesting starting date (November 5, 2019), with the remaining 140 of the

options vesting in equal installments over a period of 48 months.

of the options vested on the one year anniversary of the vesting starting date (December 13, 2019), with the remaining 907 of the

options vesting in equal installments over a period of 48 months.

of the options vested on the one year anniversary of the vesting starting date (December

31, 2019), with the remaining 6,805 of the options vesting in equal installments over a period

of 48 months.

of the options vested on the one-year anniversary of the vesting starting date (January 12, 2022), with the remaining 574,573 of

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following table presents the total compensation for each person who served as a non-employee member of our board of directors and received

compensation for such service during the fiscal year ended December 31, 2022.

Other than as set forth in the table and described more

fully below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of

the non-employee members of our board of directors in 2022.

Fees Earned or

Option Awards

Leonard Mazur

Sireesh Appajosyula

amounts reported do not reflect the amounts actually received by our non-employee directors.

Instead, these amounts reflect the

aggregate grant date fair value of each stock option granted to our non-employee directors during the fiscal year ended December 31,

2022, as computed in accordance with Financial Accounting Standard Board ASC Topic 718 for stock-based compensation transactions.

Assumptions used in the calculation of these amounts are included in Note 6 - Stock-Based Compensation to our audited consolidated

financial statements included elsewhere in this Annual Report on Form 10-K.

As required by SEC rules, the amounts shown exclude the

impact of estimated forfeitures related to service-based vesting conditions.

of January 12, 2022, the closing date of our IPO, our non-employee directors

receive the following annual retainers, to be paid quarterly:

Audit Committee Chair

Audit Committee member

Compensation Committee Chair

Compensation Committee member

Nominating and Corporate Governance Chair

Nominating and Corporate Governance member

(1) Members of the board of director at the time of

the Company’s initial public offering received a one-time fee of $58,958.

In addition, upon initial appointment to the board, directors receive a one-time annual payment of $40,000 and then

subsequent annual payments of $20,000.

board approved a policy pursuant to which each non-employee director who is initially elected or appointed to the board on

any date other than the date of our annual meeting of stockholders will be granted options to purchase up to 50,000 shares of our

common stock.

Such options will vest monthly over a period of one year, subject to continued service on our board.

In addition, each

non-employee director who serves on our board as of the date of any annual meeting of stockholders will be granted an option to

purchase shares of our common stock, with the number of options and vesting period to be determined by our compensation

compensation for such service during the year ended December 31, 2023.

Other than as set forth in the table and described more fully

below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee

members of our board of directors in 2023.

The amounts reported do not reflect the amounts actually received by our non-employee directors.

Instead, these amounts reflect the aggregate

grant date fair value of each stock option granted to our non-employee directors during the year ended December 31, 2023, as computed

in accordance with Financial Accounting Standard Board ASC Topic 718 for stock-based compensation transactions.

Assumptions used in the

calculation of these amounts are included in Note 6 - Stock-Based Compensation to our audited consolidated financial statements included

elsewhere in this Annual Report on Form 10-K.

As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures

related to service-based vesting conditions.

non-employee directors receive the following annual retainers, to be paid quarterly:

Committee Chair

Committee member

Committee Chair

Committee member

and Corporate Governance Chair

and Corporate Governance member

Upon initial appointment to the board, directors receive a one-time annual payment of $40,000 and then subsequent annual payments of

board approved a policy pursuant to which each non-employee director who is initially elected or appointed to the board on any date other

than the date of our annual meeting of stockholders will be granted options to purchase up to 2,000 shares of our common stock.

options will vest monthly over a period of one year, subject to continued service on our board.

In addition, each non-employee director

who serves on our board as of the date of any annual meeting of stockholders will be granted an option to purchase shares of our common

stock, with the number of options and vesting period to be determined by our compensation committee.

Stock Incentive Plan

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Participants:

The 2017 Plan authorizes the grant of stock options, restricted stock, restricted stock units and/or other stock

based awards to employees, officers, directors, individual consultants and advisors of the Company.

The Board determines, in its sole

discretion, who will receive awards under the 2017 Plan.

Notwithstanding anything in the 2017 Plan or any award documentation to the

contrary, for so long as the Company has elected Subchapter S status under Section 1362 of the Internal Revenue Code of 1986, as amended,

no award shall be granted or exercised, as the case may be, if the result of such grant or exercise would result in the termination of

such Subchapter S status, unless such grant or exercise, as the case may be, is consented to by all stockholders of the Company.

such purported grant or exercise of an award that does not comply with the foregoing shall be void and have no legal force or effect

and shall not be recognized on the books of the Company as effective.

The 2017 Plan authorizes the grant of stock options, restricted stock, restricted stock units and/or other stock-based

awards to employees, officers, directors, individual consultants and advisors of the Company.

The Board determines, in its sole discretion,

who will receive awards under the 2017 Plan.

Notwithstanding anything in the 2017 Plan or any award documentation to the contrary, for

so long as the Company has elected Subchapter S status under Section 1362 of the Internal Revenue Code of 1986, as amended, no award

shall be granted or exercised, as the case may be, if the result of such grant or exercise would result in the termination of such Subchapter

S status, unless such grant or exercise, as the case may be, is consented to by all stockholders of the Company.

Any such purported grant

or exercise of an award that does not comply with the foregoing shall be void and have no legal force or effect and shall not be recognized

on the books of the Company as effective.

Available Under the 2017 Plan:

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Plan is 3,788, subject to adjustment for certain corporate changes affecting the shares, such as stock splits.

Shares subject to an

award under the 2017 Plan for which the award is canceled, forfeited or expires again become available for grants under the 2017 Plan.

Shares subject to an award that is settled in cash will not again be made available for grants under the 2017 Plan.

Shares subject to an award

under the 2017 Plan for which the award is canceled, forfeited or expires again become available for grants under the 2017 Plan.

subject to an award that is settled in cash will not again be made available for grants under the 2017 Plan.

The Board has the authority to grant options to purchase shares of the Company’s common stock and determine the number of shares

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Participants:

The 2019 Plan authorizes the grant of stock options, restricted stock, restricted stock units and/or other stock

based awards to employees, officers, directors, individual consultants and advisors of the Company.

The 2019 Plan authorizes the grant of stock options, restricted stock, restricted stock units and/or other stock-based

awards to employees, officers, directors, individual consultants and advisors of the Company.

Board determines, in its sole discretion, who will receive awards under the 2019 Plan.

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Plan is 156,060, subject to adjustment for certain corporate changes affecting the shares, such as stock splits.

Shares subject to an

award under the 2019 Plan for which the award is canceled, forfeited or expires again become available for grants under the 2019 Plan.

Shares subject to an award that is settled in cash will not again be made available for grants under the 2019 Plan.

The Board has the authority to grant options to purchase shares of the Company’s common stock and determine the number of shares

of the Company’s common stock to be covered by each option, the exercise price of each option and the conditions and limitations

applicable to the exercise of each option, including conditions relating to applicable federal or state securities laws, as it considers

necessary or advisable.

An option may be exercised only in accordance with the terms and conditions of the option agreement as established by

the Board at the time of the grant.

The option must be exercised by notice to us, accompanied by payment of the exercise price.

may be made in cash or, at the option of the Board, by actual or constructive delivery of shares of common stock to the holder of the

option based upon the fair market value of the shares on the date of exercise.

or Termination :

Options, if not previously exercised, will expire on the expiration date established by the Board at the time of

provided that such term cannot exceed ten years and that such term of an incentive stock option granted to a holder of more than

10% of our voting stock cannot exceed five years.

Options will terminate before the expiration date to the extent the vested portion

of the option is not exercised within 3 months of the termination date if the holder’s service with us terminates before the expiration

The option may remain exercisable for specified periods after certain terminations of service, including terminations as a result

of death, disability or retirement, with the precise period during which the option may be exercised to be established by the Board and

reflected in the agreement evidencing the award.

Shares and Restricted Stock Units :

Eligible participants may be awarded grants of restricted stock units, which represent the

right to receive shares of the Company’s common stock to be delivered when the common stock vests.

The holders of restricted stock

units will have none of the rights of a stockholder of the Company until such time or times as shares of the common stock have been issued

to participant in settlement of the award.

The Board shall determine the participants to whom and the time or times at which grants of

restricted stock units shall be awarded, the number of units to be awarded to any participant, the conditions for vesting, the time or

times within which such awards may be subject to forfeiture and restrictions on transfer and other terms and conditions of the awards.

Each restricted stock unit shall at all times be equal in value to the fair market value of one share of the common stock of the Company.

Stock Based Awards :

The Board may grant or sell other awards that may be denominated or payable in, valued in whole or in part

by reference to, or otherwise based on or related to, common stock or factors that may influence the value of such shares.

the Board may grant unrestricted shares to eligible participants.

Material Provisions :

Awards will be evidenced by a written agreement, in such form as may be approved by the Board.

of various changes to the capitalization of our Company, such as stock splits, stock dividends and similar re-capitalizations, an appropriate

adjustment will be made by the Board to the number of shares covered by outstanding awards or to the exercise price of such awards.

Board is also permitted to include in the written agreement provisions that provide for certain changes in the award in the event of

a change of control of our Company, including acceleration of vesting.

Except as otherwise determined by the Board at the date of grant,

awards will not be transferable, other than by will or the laws of descent and distribution.

Prior to any award distribution, we are

permitted to deduct or withhold amounts sufficient to satisfy any employee withholding tax requirements.

The Board also has the authority,

at any time, to discontinue the granting of awards.

The Board also has the authority to alter or amend the 2019 Plan or any outstanding

award or may terminate the 2019 Plan as to further grants, provided that no amendment will, without the approval of our stockholders,

increase the number of shares available under the 2019 Plan or change the persons eligible for awards under the 2019 Plan.

that would adversely affect any outstanding award made under the 2019 Plan can be made without the consent of the holder of such award.

Stock Incentive Plan

board of directors and our stockholders approved the 2023 Omnibus Incentive Plan (“2023 Plan”) on August 17, 2023, under

which we may grant equity incentive awards in order to attract, motivate and retain the talent who are expected to make important contributions

to the Company.

The material terms of the 2023 Plan are summarized below.

Administration

of the 2023 Plan:

The 2023 Plan is administered by our board of directors.

Our board of directors may delegate any or all of

its powers under the 2023 Plan to one or more committees or subcommittees of the board (a “Committee”).

All references in

the 2023 Plan to the “Board” shall mean our board of directors or a Committee of our board of directors to the extent that

the board’s powers or authority under the 2023 Plan have been delegated to such Committee.

The Board shall have authority to grant

awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the 2023 Plan as it shall deem

The Board may correct any defect, supply any omission or reconcile any inconsistency in the 2023 Plan or any award in the

manner and to the extent it shall deem expedient to carry the 2023 Plan into effect and it shall be the sole and final judge of such

All decisions by the Board shall be made in the Board’s sole discretion and shall be final and binding on all persons

having or claiming any interest in the 2023 Plan or in any Award.

No director or person acting pursuant to the authority delegated by

the Board shall be liable for any action or determination relating to or under the 2023 Plan made in good faith.

Participants:

The 2023 Plan authorizes the grant of stock options, restricted stock, restricted stock units and/or other stock-based

awards to employees, officers, directors, individual consultants and advisors of the Company.

Board determines, in its sole discretion, who will receive awards under the 2023 Plan.

Notwithstanding anything in the 2023 Plan or any

award documentation to the contrary, for so long as the Company has elected Subchapter S status under Section 1362 of the Internal Revenue

Code of 1986, as amended, no award shall be granted or exercised, as the case may be, if the result of such grant or exercise would result

in the termination of such Subchapter S status, unless such grant or exercise, as the case may be, is consented to by all stockholders

of the Company.

Any such purported grant or exercise of an award that does not comply with the foregoing shall be void and have no legal

force or effect and shall not be recognized on the books of the Company as effective.

Available Under the 2023 Plan:

The maximum number of shares of common stock that may be delivered to participants under the 2023

Plan is 2,600,000, subject to adjustment for certain corporate changes affecting the shares, such as stock splits.

Shares subject to

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information regarding the beneficial ownership of our common stock as of March 10, 2023 by:

following table sets forth certain information regarding the beneficial ownership of our common stock as of February 20, 2024 by:

of our named executive officers;

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ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.

Shares of common stock that may be acquired by an individual or group within 60 days of March 10, 2023, pursuant to the exercise of options

or warrants, vesting of common stock or conversion of convertible debt, are deemed to be outstanding for the purpose of computing the

percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership

of any other person shown in the table.

Percentage of ownership is based on 11,514,144 shares of common stock issued and outstanding as of March

noted otherwise, the address of all listed stockholders is c/o Hillstream BioPharma, Inc., 1200 Route 22 East, Suite 200, Bridgewater,

Shares of common stock that may be acquired by an individual or group within 60 days of February 20, 2024, pursuant to the exercise of

options or warrants, vesting of common stock or conversion of convertible debt, are deemed to be outstanding for the purpose of computing

the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage

ownership of any other person shown in the table.

Percentage of ownership is based on 11,739,676 shares of common stock issued

and outstanding as of February 20, 2024.

noted otherwise, the address of all listed stockholders is c/o Tharimmune, Inc., 1200 Route 22 East, Suite 200, Bridgewater, NJ 08807.

as indicated by the footnotes below, we believe, based on information furnished to us, that each of the stockholders listed has sole

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Named Executive Officers and Directors as a Group (5 persons)

or Greater Stockholders:

Pharmaceuticals LLC (5)

Represents less than 1%.

(i) 156,517 shares of common stock and (ii) 50,749 shares of common stock issuable upon exercise of options.

Excludes 514,491

shares of common stock issuable upon exercise of options which are subject to vesting.

Excludes 15,408 shares

of common stock issuable upon exercise of options which are subject to vesting.

(i) 4,949 shares of common stock and (ii) 3,000 shares of common stock issuable upon exercise of options.

3,758 shares of common stock issuable upon exercise of options.

Excludes 662 shares of common stock issuable upon exercise of

options which are subject to vesting.

(i) 87,878 shares of common stock issuable upon exercise of options, (ii) 284,090 shares of common stock, (iii) 972,222 shares of

common stock held by Highpoint Pharmaceuticals LLC and (iv) 7,576 shares of common stock held by Channel BioConsulting LLC.

Appajosyula is the Managing Member of each of Highpoint Pharmaceuticals LLC and Channel BioConsulting LLC and in such capacity has

the right to vote and dispose of the securities held by such entities.

The address of Highpoint Pharmaceuticals LLC is 16192 Coastal

Highway, Lewes, DE 19958.

The address of Mercer Lake Group LLC is 2 Linden Court, Holmdel, NJ 07733.

Kufe is the Managing Director of Kufe LLC and in such capacity has the right to vote and dispose of the securities held by such entity.

The address of Kufe LLC is 179 Grove Street, Wellesley, MA 02482.

(i) 842,317 shares of common stock held by Kufe LLC and (ii) 5,946 shares of common stock issuable upon exercise of options held

by Donald Kufe.

(i) 721,240 shares of common stock and (ii) 3,446 shares of common stock issuable upon exercise of options.

(i) 4,515 shares of common stock issuable upon exercise of options, (ii) 11,364 shares of common stock, (iii) 38,889 shares of common

stock held by Highpoint Pharmaceuticals LLC and (iv) 304 shares of common stock held by Channel BioConsulting LLC.

(i) 11,364 shares of common stock held directly by Mr.

(ii) 38,889 shares of common stock held by Highpoint Pharmaceuticals,

(iii) 304 shares of common stock held by Channel BioConsulting LLC;

(iv) 4,516 shares of common stock issuable upon exercise

Sireesh Appajosyula is the Managing Member of each of Highpoint Pharmaceuticals LLC and Channel BioConsulting LLC and

in such capacity has the right to vote and dispose of the securities held by such entities.

The address of Highpoint Pharmaceuticals

LLC is 16192 Coastal Highway, Lewes, DE 19958.

The address of Channel BioConsulting LLC is 2 Linden Court, Holmdel, NJ 07733.

2,000 shares of common stock issuable upon exercise of options.

Authorized for Issuance Under Equity Compensation Plans

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compensation plans not approved by security holder

2,595,000 (2)

This number includes the following:

92,801 shares subject to outstanding options

granted under the 2017 Plan and 1,536,012 shares subject to outstanding options granted under the 2019 Plan.

The Company will not issue

any additional awards under the 2017 Plan.

3,712 shares subject to outstanding options granted under the 2017 Plan, 82,046 shares subject to

outstanding options granted under the 2019 Plan, and 5,000 shares subject to outstanding options granted under the 2023 Plan.

will not issue any additional awards under the 2017 and 2019 Plans.

This number represents shares available for issuance under the 2023 Plan.

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direct or indirect material interest.

December 31, 2021, we had accrued compensation to the founder and CEO totaling $200,000, which was paid in full in April 2022.

Promissory Notes

in May 2017, we entered into Subordinated Convertible Promissory Note Agreements with our Chief Executive Officer with respect to the

issuance of convertible promissory notes in the aggregate principal amount of $2,804,318 and $2,031,236 as of December 31, 2021 and 2020,

respectively.

The convertible promissory notes accrued interest at a rate of 5% per annum.

Unless earlier converted into shares of Equity

Securities (as defined herein), the principal and accrued interest shall be due and payable by the Company on demand by the holder thereof

at any time after the earlier of (i) the Maturity Date (as defined in each note) and (ii) the closing of the Next Equity Financing (as

defined herein).

“Equity Securities” means, subject to certain exceptions, the Company’s common stock, preferred stock

and common stock and preferred stock equivalents.

“Next Equity Financing” means the next sale (or series of related sales)

by the Company of its Equity Securities from which the Company receives gross proceeds of not less than $5,000,000 for notes issued from

2017 through November 2020 and $7,500,000 for notes issued in December 2020 (including the aggregate amount of debt securities converted

into Equity Securities upon conversion or cancellation of promissory notes).

The principal amount of the notes together with interest

accrued thereon will automatically be converted into the type of Equity Securities issued in the Next Equity Financing upon closing thereof.

The number of Equity Securities to be issued upon such conversion shall be equal to the quotient obtained by dividing the outstanding

principal amount together with interest accrued thereon by the lesser of (i) 80% of the price paid per Equity Security in the Next Equity

Financing or (ii) an equity valuation of $25 million for notes issued from 2017 through November 2020 and $50 million for notes issued

in December 2020.

September 27, 2020, we agreed to provide our Chief Executive Officer Exchange Notes in exchange for Original Notes which were in default

at such time by more than 90 days.

The Original Notes had a principal of approximately $265,000 and accrued interest of $37,000 at December

As of September 27, 2020, the aggregate outstanding principal was approximately $265,000 and accrued interest (which included

the default interest rate of 20% as described above) was approximately $71,000.

The Exchange Notes took the then principal and accrued

interest of the Original Notes and added an original issue discount of 37.5% to determine the new principal (which amounted to an aggregate

of $537,968) of the Exchange Notes outstanding.

October 1, 2020, all notes held by our Chief Executive Officer which matured, and were not repaid or converted, were rolled over on substantially

the same terms as the original notes with a new two year term.

Effective December 1, 2020, all notes held by our Chief Executive Officer

which matured, and were not repaid or converted, were rolled over on substantially the same terms as the original notes with a new three

The principal amount of the notes together with interest accrued thereon will automatically be converted into the type of

Equity Securities issued in the Next Equity Financing upon closing thereof.

IPO qualified as a Next Equity Financing and, on January 14, 2022, the notes were converted into an aggregate of 921,288 shares of our

common stock.

December 22, 2020, we issued Leonard Mazur, a member of our board of directors, a subordinated convertible promissory note in the principal

amount of $300,000.

The note accrues interest at 5% per annum and, unless earlier converted, matures upon the earlier of December 31,

2023 and the closing of the Next Equity Financing.

The principal amount of the note together with any accrued interest thereon will automatically

convert into the type of Equity Securities issued in the Next Equity Financing upon the closing thereof.

The number of Equity Securities

to be issued upon such conversion shall be equal to the quotient obtained by dividing the outstanding principal amount together with

interest accrued thereon by the lesser of (i) 80% of the price paid per Equity Security in the Next Equity Financing or (ii) an equity

valuation of $50 million.

Our IPO qualified as a Next Equity Financing and, on January 14, 2022, the note was converted into an aggregate

of 98,733 shares of our common stock.

to the Chief Executive Officer

of December 31, 2022 and 2021, we owed our Chief Executive Officer $0 and $200,000, respectively.

The expenses were comprised of

expenses paid by the Chief Executive Officer on behalf of our Company of $55,068 (which was converted into a convertible promissory note

in 2020) and $200,000 for accrued compensation at December 31, 2019.

January 4, 2022 and January 6, 2022, we issued unsecured promissory notes in the aggregate principal amount of $139,000 to three related

party investors.

The notes were to accrue interest at a rate of 12% per annum and mature upon the earlier of (i) June 30, 2022, and (ii)

closing of a subsequent equity financing.

The notes were repaid in full on January 21, 2022 upon closing of our IPO on January 14, 2022,

which qualified as a subsequent equity financing.

Person Transaction Policy

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us that could compromise that director’s ability to exercise independent judgment in carrying out that director’s responsibilities.

Our board of directors has affirmatively determined that Leonard Mazur, Lynne Bui and Sireesh Appajosyula are each an “independent

director,” as defined under Nasdaq rules.

Our board of directors has affirmatively determined that Leonard Mazur, Kelly Anderson and Lynne Bui are each an “independent director,”

as defined under Nasdaq rules.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Substantially

all of Mayer Hoffman McCann P.C,’s (“MHM’s”) personnel, who work under the control of MHM shareholders, are employees of wholly-owned

subsidiaries of CBIZ, Inc., which provides personnel and various services to MHM in an alternative practice structure.

The following

table sets forth the aggregate fees billed by as described below:

Audit fees consist of fees billed for the professional services rendered to us for the audit of our annual consolidated financial

statements for the years ended December 31, 2022 and 2021, reviews of the quarterly financial statements during the periods, the issuance

of consent and comfort letters in connection with registration statement filings, and all other services that are normally provided by

the accounting firm in connection with statutory and regulatory filings and engagements.

following table sets forth the aggregate fees billed to us for the fiscal year ended December 31, 2023 by Rosenberg Rich Baker

(“RRBB”) and Mayer Hoffman McCann P.C.

(“MHM”) and for the fiscal year ended December 31, 2022

Substantially all of MHM’s personnel, who work under the control

of MHM shareholders, are employees of wholly-owned subsidiaries of CBIZ, Inc., which provides personnel and various services to MHM in

an alternative practice structure.

Audit fees consist of fees billed for the professional services rendered to us for the audit of our annual consolidated

financial statements for the years ended December 31, 2023 and 2022, reviews of the quarterly financial statements during the periods,

the issuance of consent and comfort letters in connection with registration statement filings, and all other services that are normally

provided by the accounting firm in connection with statutory and regulatory filings and engagements.

2023 audit fees include approximately

$95,000 in RRBB fees in connection with the audits and quarterly reviews for the year ended December 31, 2023 and approximately $219,000

in MHM fees in connection with the quarterly reviews, audit consents and registration statement consents for the year ended December 31,

Audit-Related

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Policies and Procedures

accordance with Sarbanes-Oxley, our audit committee charter requires the

audit committee to pre-approve all audit and permitted non-audit services provided by our independent registered public accounting firm,

including the review and approval in advance of our independent registered public accounting firm’s annual engagement letter and

the proposed fees contained therein.

The audit committee has the ability to delegate the authority to pre-approve non-audit services to

one or more designated members of the audit committee.

If such authority is delegated, such delegated members of the audit committee must

report to the full audit committee at the next audit committee meeting all items pre-approved by such delegated members.

In the fiscal

year ended December 31, 2021, prior to the consummation of our IPO, all of the services performed by our independent registered public

accounting firm were pre-approved by our board of directors.

In February 2022, our board of directors approved all audit and permitted

non-audit services provided by our independent registered public accounting firm.

In the fiscal year ended December 31, 2022, all of the

services performed by our independent registered public accounting firm were pre-approved by the audit committee.

accordance with Sarbanes-Oxley, our audit committee charter requires the Audit Committee to pre-approve all audit and permitted non-audit

services provided by our independent registered public accounting firm, including the review and approval in advance of our independent

registered public accounting firm’s annual engagement letter and the proposed fees contained therein.

The Audit Committee has the

ability to delegate the authority to pre-approve non-audit services to one or more designated members of the audit committee.

authority is delegated, such delegated members of the Audit Committee must report to the full Audit Committee at the next audit committee

meeting all items pre-approved by such delegated members.

During the years ended December 31, 2023 and 2022, all of the services performed

by our independent registered public accounting firm were pre-approved by the Audit Committee.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this report:

to Consolidated Financial Statements:

Index to Consolidated Financial Statements:

Financial Statements:

of the Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2022 and 2021

Statements of Operations for the Years Ended December 31, 2022 and 2021

Statements of Changes in Stockholders’ Equity (Deficit) for the Years ended December 31, 2022 and 2021

Statements of Cash Flows for the Years Ended December 31, 2022 and 2021

to the Consolidated Financial Statements

Report of the Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Years ended December 31, 2023 and 2022

Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

Notes to the Consolidated Financial Statements

consolidated financial statements required by this Item are included beginning at page F-1.

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following documents are included as exhibits to this report.

of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the

SEC on September 27, 2021)

to Certificate of Incorporation dated August 7, 2019 (Incorporated by reference to Exhibit 3.2 to the Company’s Registration

Statement on Form S-1 filed with the SEC on September 27, 2021)

to Certificate of Incorporation dated September 16, 2021 (Incorporated by reference to Exhibit 3.3 to the Company’s Registration

Statement on Form S-1 filed with the SEC on September 27, 2021)

to Certificate of Incorporation dated October 11, 2021 (Incorporated by reference to Exhibit 3.5 to the Company’s Registration

Statement on Form S-1/A filed with the SEC on October 15, 2021)

(Incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on September

Stock Certificate Evidencing the Shares of Common Stock (Incorporated by reference to Exhibit 4.1 to the Company’s Registration

Statement on Form S-1 filed with the SEC on September 27, 2021)

of Underwriter Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1/A filed

with the SEC on December 10, 2021)

Description of the Registrant’s Securities

and Restated Employment Agreement by and between the Company and Randy Milby dated June 1, 2021 (Incorporated by reference to Exhibit

10.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 27, 2021)

Amendment to Amended and Restated Employment Agreement by and between the Company and Randy Milby dated June 1, 2021 (Incorporated

by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 27, 2021)

BioPharma, Inc.

2017 Stock Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement

on Form S-1 filed with the SEC on September 27, 2021)

BioPharma, Inc.

2019 Stock Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement

on Form S-8 filed with the SEC on February 22, 2022)

of Business Conduct and Ethics (Incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K filed

with the SEC on April 1, 2022)

Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 27, 2021)

Amendment to Certificate of Incorporation dated August 7, 2019 (Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 27, 2021)

Amendment to Certificate of Incorporation dated September 16, 2021 (Incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 27, 2021)

Amendment to Certificate of Incorporation dated October 11, 2021 (Incorporated by reference to Exhibit 3.5 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 15, 2021)

Bylaws (Incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 27, 2021)

Certificate of Amendment to Certificate of Incorporation dated September 21, 2023 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 25, 2023)

Certificate of Amendment to Certificate of Incorporation, as amended, dated November 17, 2023 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 17, 2023)

Specimen Stock Certificate Evidencing the Shares of Common Stock (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 27, 2021)

Form of Underwriter Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1/A filed with the SEC on December 10, 2021)

Description of the Registrant’s Securities (Incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2023)

Amended and Restated Employment Agreement by and between the Company and Randy Milby dated June 1, 2021 (Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 27, 2021)

First Amendment to Amended and Restated Employment Agreement by and between the Company and Randy Milby dated June 1, 2021 (Incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 27, 2021)

Hillstream BioPharma, Inc.

2017 Stock Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 27, 2021)

Hillstream BioPharma, Inc.

2019 Stock Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed with the SEC on February 22, 2022)

Amended and Restated Employment Agreement by and between the Company and Randy Milby dated July 6, 2023 (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on July 11, 2023)

Tharimmune, Inc.

2023 Omnibus Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed with the SEC on November 2, 2023)

Patent License Agreement by and between the Company and Avior Inc.

dba Avior Bio dated November 3, 2023 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 7, 2023)

Research and Development Collaboration and License Agreement by and between the Company and Applied Biomedical Science Institute dated July 5, 2023 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 11, 2023)

Employment Agreement by and between the Company and Sireesh Appajosyula dated July 11, 2023 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 11, 2023)

Code of Business Conduct and Ethics (Incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2022)

Letter of Mayer Hoffman McCann P.C.

dated June 20, 2023 (Incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 20, 2023)

Subsidiaries (Incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2023)

Consent of Rosenberg Rich Baker Berman P.A.

Consent of Mayer Hoffman McCann P.C.

of Attorney (included on signature page hereto)

Certification

of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley

Certification

of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley

Certification

of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.

Section 1350,

as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002

Power of Attorney (included on signature page hereto)

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002

Tharimmune, Inc.

Clawback Policy

XBRL Taxonomy Extension Schema Document

6 unchanged sentences

Filed herewith.

Furnished herewith.

Management contract or compensatory plan or arrangement.

Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions

with an asterisk because such information is both not material and is the type that the Company treats as private or confidential.

FORM 10-K SUMMARY

to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report

on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 16th day of March, 2023.

BIOPHARMA, INC.

on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 23rd day of February, 2024.

Executive Officer (Principal Executive Officer) and Chairman of the Board of Directors

9 unchanged sentences

Executive Officer (Principal Executive Officer) and Chairman of the Board of Directors

March 16, 2023

Financial Officer

March 16, 2023

Financial and Accounting Officer)

March 16, 2023

Leonard Mazur

March 16, 2023

Sireesh Appajosyula

March 16, 2023

Kelly Anderson

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures