What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-26 compared with 2024-02-23 · 542 added, 557 removed, 498 unchanged (69% of the section changed)

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Report of Independent Registered Public Accounting Firm (PCAOB ID:

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 Consolidated Financial Statements

Balance Sheets as of December 31, 2024 and 2023

Statements of Operations for the Years Ended December 31, 2024 and 2023

Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2024 and 2023

Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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on the Financial Statements

have audited the accompanying balance sheet of Tharimmune, Inc.

(the Company) as of the year ended December 31, 2023, and the related

consolidated statements of operations, stockholders’ equity, and cash flows for the year ended December 31, 2023, and the related

notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial statements present

fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and

its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States

financial statements of Tharimmune, Inc.

as of December 31, 2022, and for the year then ended were audited by other auditors.

in Note 2, these financial statements have been revised to retrospectively apply the reverse stock split on all issued and outstanding

common shares and per share amounts.

We have audited the adjustments that were applied to revise the 2022 financial statements.

opinion, such adjustments are appropriate and have been properly applied.

However, we were not engaged to audit, review or apply procedures

to the 2022 financial statements of the Company other than with respect to such adjustments and, accordingly, we do not express an opinion

or any for of assurance on the 2022 financial statements taken as a whole.

have audited the accompanying balance sheets of Tharimmune, Inc.

(the Company) as of December 31, 2024 and 2023, and the related consolidated

statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31,

2024, and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the

results of its operations and its cash flows for the years in the two-year period ended December 31, 2024, in conformity with accounting

principles generally accepted in the United States of America.

Doubt about the Company’s Ability to Continue as a Going Concern

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Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audit.

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

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federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit,

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

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Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due

to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts of disclosures in the consolidated financial statements.

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

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that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2023.

Rosenberg Rich Baker Berman P.A.

February 23, 2024

of Independent Registered Public Accounting Firm

To the Board of Directors and

Stockholders of Tharimmune, Inc.

(formerly Hillstream BioPharma, Inc.):

Opinion on the Financial Statements

We have audited, before the effects of the adjustments

to retrospectively apply the reverse stock split described in Note 2, the accompanying consolidated balance sheet of Tharimmune, Inc.

(formerly Hillstream BioPharma, Inc.) (“Company”) as of December 31, 2022, and the related consolidated statements of operations,

changes in stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred

to as the “financial statements”).

The 2022 financial statements before the effects of the adjustments discussed in Note 2

are not presented herein.

In our opinion, the financial statements, before the effects of the adjustments to retrospectively apply the

reverse stock split described in Note 2, present fairly, in all material respects, the financial position of the Company as of December

31, 2022, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally

accepted in the United States of America.

We were not engaged to audit, review, or apply any

procedures to the adjustments to retrospectively apply the reverse stock split described in Note 2 and, accordingly, we do not express

an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied.

Those adjustments

were audited by Rosenberg Rich Baker Berman, P.A.

Going Concern Uncertainty

The accompanying financial statements have been prepared

assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has incurred

recurring losses and negative cash flows from operations and is dependent on additional financing to fund operations.

These conditions

raise substantial doubt about its ability to continue as a going concern.

Management’s plans regarding these matters are also described

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal

control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

We served as the Company’s auditor from 2020 to 2023.

/s/ Mayer Hoffman McCann P.C.

Los Angeles, California

have served as the Company’s auditor since 2023.

/s/ Rosenberg Rich Baker

BALANCE SHEETS

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current assets

Total current assets

offering costs

current assets

LIABILITIES AND STOCKHOLDERS’

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Accounts payable

Accrued expenses

Total current liabilities

Total liabilities

current liabilities

Commitments and contingencies (see Note 6)

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( 24,703,526 )

Treasury stock, at cost, 3,633 shares held

in treasury as of December 31, 2023 and December 31, 2022

stock, at cost, 246 shares held in treasury as of December 31, 2024 and 2023

Total stockholders’

Total liabilities and stockholders’

Total liabilities and

stockholders’ equity

accompanying notes are an integral part of these consolidated financial statements.

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the Years Ended December 31,

and development

and administrative

Operating expenses

from operations

( 9,455,220 )

and administrative

Total operating expenses

Loss from operations

( 12,433,792 )

income (expense)

( 9,455,220 )

Other income (expense)

Interest expense

other income (expense), net

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$ ( 9,319,094 )

$ ( 8,473,182 )

Net loss per share:

Weighted average

number of common shares outstanding:

Weighted average number of common shares outstanding:

accompanying notes are an integral part of these consolidated financial statements.

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THE YEARS ENDED DECEMBER 31, 2024 AND 2023

December 31, 2021

$ ( 6,911,250 )

Balance, December 31, 2022

$ ( 15,384,432 )

Stock issuance pursuant

Public offering, net of

issuance costs

Exercise of pre-funded

Reverse stock-split

( 9,319,094 )

Exercise of stock

based compensation

issuance pursuant

to services agreement

public offering, net of issuance costs of $ 2,054,918

of related-party

convertible notes

of treasury stock at cost

Stock based compensation

Balance, December 31, 2023

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( 24,703,526 )

Stock issuance pursuant to

Private investments in public

offering, net of

issuance costs

At-the-market offering, net of

Issuance costs related to

Form S-3 Registration

Cashless exercise of

pre-funded warrants,

( 12,197,568 )

based compensation

offerings, net of

issuance costs of $ 1,925,076

offerings, net of

issuance costs

Exercise of pre-funded

stock-split adjustment

issuance pursuant to

service agreements

December 31, 2023

Stock based compensation

Balance, December 31, 2024

$ ( 36,901,094 )

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the Years Ended December 31,

flows from operating activities:

Cash flows from operating activities:

$ ( 12,197,568 )

$ ( 9,319,094 )

to reconcile net loss to net cash used in operating activities:

of debt discount

based compensation

issuance pursuant to services agreement

and original issuance discount on promissory notes

decrease in operating assets:

expenses and other current assets

(decrease) in operating liabilities:

Adjustments to reconcile

net loss to net cash used in operating activities:

Stock based compensation

Stock issuance pursuant

to services agreement

Increase in operating assets:

Prepaid expenses and other

current assets

Increase (decrease) in

operating liabilities:

Accounts payable

cash used in operating activities

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cash provided by (used in) investing activities

flows from financing activities:

of stock options

of treasury stock at cost

from issuance of common stock upon initial public offering, net of underwriting discounts and issuance costs

from issuance of common stock upon public offering, net of underwriting discounts and issuance costs

of deferred offering costs

of pre-funded warrants

from insurance premium financing liability

of insurance premium financing liability

from promissory notes

on promissory notes

cash provided by financing activities

increase in cash

beginning of period

end of period

Cash paid for interest expense

disclosure of non-cash financing activities:

of common stock for prepaid marketing and investor related consulting services

of related party convertible notes:

party convertible notes principal converted to common stock upon initial public offering

party convertible notes accrued interest converted to common stock upon initial public offering

liability converted to common stock upon initial public offering

Cash flows from financing activities:

Proceeds from issuance of common stock upon

private investment in public equity offerings

Proceeds from issuance of common stock upon

at-the-market offering

Proceeds from issuance of common stock upon

public offering, net of underwriting discounts and issuance costs

Payment of deferred offering costs

Exercise of pre-funded warrants

Proceeds from insurance premium financing liability

Repayment of insurance

premium financing liability

Net cash provided by financing

Net (decrease) increase

( 7,375,991 )

Cash, beginning of period

Cash, end of period

paid for interest expense

Supplemental disclosure

of non-cash financing activities:

Issuance of common stock

for prepaid marketing and investor related consulting services

accompanying notes are an integral part of these consolidated financial statements.

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At December 31, 2024, Tharimmune had one wholly-owned subsidiary:

HB Pharma Corp.

Tharimmune is a clinical-stage biotechnology company developing therapeutic candidates in rare, inflammatory, and oncologic conditions

with high unmet need.

On November 3, 2023, the Company entered into a patent license agreement (the “Avior License Agreement”)

with Avior Inc.

d/b/a Avior Bio, LLC (“Avior”) pursuant to which it received an exclusive sublicensable right and license

to Licensed Patent Rights and Licensed Technology to, among other things, Develop, have Developed, make, have made, use, sell, import,

export and commercialize TH104 and TH10) and to practice the Licensed Technology in connection with the foregoing, throughout the world

(each as defined in the Avior License Agreement.

Hillstream Oncology, Inc.

Oncology”), formerly, HB Pharma Corp.

is a clinical-stage biotechnology company developing therapeutic candidates in rare, inflammatory, and oncologic conditions with high

On November 3, 2023, the Company entered into a patent license agreement (the “Avior License Agreement”) with

d/b/a Avior Bio, LLC (“Avior”) pursuant to which it received an exclusive sublicensable right and license to Licensed

Patent Rights and Licensed Technology to, among other things, Develop, have Developed, make, have made, use, sell, import, export and

commercialize TH104 and TH103) and to practice the Licensed Technology in connection with the foregoing, throughout the world (each as

defined in the Avior License Agreement.

In February 2023, the U.S.

Food and Drug Administration (“FDA”) approved

an investigational new drug (“IND”) application for TH104.

TH104 has a dual mechanism of action by affecting multiple receptors,

known to suppress chronic, debilitating pruritis or “uncontrollable itching.” With respect to TH104, the Company intends

to first seek approval for the treatment of moderate to severe chronic pruritis in patients with primary biliary cholangitis (“PBC”),

an orphan rare form of liver disease with no known cure in which more than 70% of patients suffer from debilitating chronic pruritis,

and with respect to TH103, it intends to develop the product candidate and potentially file an IND.

Food and Drug Administration (“FDA”) approved an investigational

new drug (“IND”) application for TH104.

TH104 has a dual mechanism of action by affecting multiple receptors, known to suppress

chronic, debilitating pruritis or “uncontrollable itching.” With respect to TH104, the Company intends to first seek approval

for the treatment of moderate to severe chronic pruritis in patients with primary biliary cholangitis (“PBC”), an orphan

rare form of liver disease with no known cure in which more than 70% of patients suffer from debilitating chronic pruritis, and with

respect to TH103, it intends to develop the product candidate and potentially file an IND.

September 11, 2024, Tharimmune entered into a Patent License Agreement (the “Intract Agreement”) with Intract Pharma Limited

(“Intract”), pursuant to which, the Company exclusively licensed INT-023/TH023, an oral anti-Tumor Necrosis Factor-alpha

(TNF-α) monoclonal antibody infliximab.

Infliximab is a purified, recombinant DNA-derived chimeric IgG monoclonal antibody protein

that contains both murine and human components that inhibit tumor TNF-α.

Under the terms of the Agreement, the Company licensed

global development and commercialization rights (outside of South Korea) to Intract’s Soteria® and Phloral® delivery platform

along with an existing supply agreement for infliximab to be used in the oral product development program.

Company is also developing an early-stage pipeline of novel therapeutic candidates targeting validated high value immuno-oncology (“IO”)

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which have the potential to target and bind more tightly to “undruggable” epitopes better than full sized antibodies.

Company is advancing TH3215, a bispecific against both HER2 and HER3 antibody which targets a novel “bridging epitope” encompassing

Company is advancing HS3215, a bispecific against both HER2 and HER3 antibody which targets a novel “bridging epitope” encompassing

multiple domains of the HER2 extracellular domain (“ECD”) as well as ligand-dependent and independent blocking of the ECD

of HER3 into IND-enabling studies in 2024.

In addition, the Company anticipates that TH0059, a HER2/HER3 bispecific ADC (“bsADC”),

In addition, the Company anticipates that HS0059, a HER2/HER3 bispecific ADC (“bsADC”),

and TH1940, a PD-1 Picobody, will progress to enter IND-enabling studies in 2025.

Company has deprioritized its previous preclinical candidate, HSB-1216, due to a strategic reprioritization of its vision to focus on

therapeutics in high unmet need cancers focused on novel epitopes of certain antitumor drug targets.

September 21, 2023, Hillstream BioPharma, Inc.

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symbol, “THAR.”

addition, on May 23, 2024, HB Pharma Corp.

filed a Certificate of Amendment to its Certificate of Incorporation, as amended, with the

Secretary of State of the State of Delaware pursuant to which it changed its name to Hillstream Oncology, Inc.

effective as of May 23,

and Going Concern

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$ 10.9 million in net cash used in operating activities, and had an accumulated deficit of approximately $ 36.9 million as of December

Through December 31, 2023, the Company has primarily financed its operations through public and private offerings of equity securities.

The Company received net proceeds from its initial public offering (“IPO”) on January 14, 2022 of approximately $ 12.5 million.

Additionally, the Company closed a public offering (the “May Offering”) of its common stock on May 2, 2023.

to the Company from the offering were approximately $ 2.1 million.

The Company recently closed an additional public offering (the “November

Offering”) of its common stock on November 30, 2023.

Net proceeds to the Company from the offering were approximately $ 8.7 million.

Also see Note 5 to the consolidated financial statements for details regarding the May and November Offerings.

The shares of the Company’s

common stock began trading on The Nasdaq Capital Market on January 12, 2022 under the ticker symbol “HILS” and effective

as of September 25, 2023, are traded under the ticker symbol “THAR.”

Through December 31, 2024, the Company has primarily financed its operations through public and private offerings of its equity

The Company received net proceeds from its initial public offering (“IPO”) on January 14, 2022 of approximately

$ 12.5 million.

Additionally, the Company received net proceeds of approximately $ 2.1 million from a public offering (the “May 2023

Offering”) of its common stock on May 2, 2023.

The Company closed an additional public offering (the “November 2023 Offering”)

of its common stock on November 30, 2023 with net proceeds of approximately $ 8.7 million.

addition, on June 7, 2024, the Company filed a Registration Statement on Form S-3 with the SEC using a “shelf”

registration process pursuant to which, under an at-the-market offering agreement (the “ATM Agreement”), the Company may

sell, from time to time through the applicable sales manager, shares of common stock in one or more offerings up to a total dollar

amount of $ 1.65

Under the ATM Agreement, the Company sold 40,000 shares of it’s common stock for gross proceeds of $ 83,688 (the

Net proceeds from the ATM Sale after deducting commissions of $ 2,507 and other fees of $ 7,992 were $ 73,189 .

Further, on June 17, 2024 and December 9, 2024, the Company closed private placement offerings (the “June 2024 PIPE

Offering” and “December 2024 PIPE Offering”) with certain accredited investors, of shares of the Company’s

common stock and/or pre-funded warrants to acquire shares of the Company’s common stock and warrants to acquire shares of the

Company’s common stock, with combined net proceeds to the Company of approximately $ 3.6

See Note 3 to the consolidated financial statements for details regarding the various offerings.

The shares of the

Company’s common stock began trading on The Nasdaq Capital Market on January 12, 2022 under the ticker symbol

“HILS” and effective as of September 25, 2023, are traded under the ticker symbol “THAR.”

on the Company’s limited operating history, recurring negative cash flows from operations, current plans and available resources,

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board of directors and stockholders.

The par value of the Company’s common stock was not adjusted as a result of the reverse split.

All issued and outstanding common stock share and per share amounts contained in the consolidated financial statements have been retroactively

adjusted to reflect this reverse split for all periods presented.

On May 24, 2024, the Company effectuated an additional reverse split of shares of its common stock

at a ratio of 1-for-15 pursuant to an amendment to the Company’s Certificate of Incorporation, as amended, filed with the Delaware

Secretary of State and approved by the Company’s board of directors and stockholders.

The par value of the Company’s common

stock was not adjusted as a result of either reverse split.

All issued and outstanding common stock share and per share amounts contained

in the consolidated financial statements have been retroactively adjusted to reflect these reverse splits for all periods presented.

of Consolidation

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services completed.

Approximately $ 61,000 of prepaid expenses at December 31, 2022 related to a manufacturing services agreement.

Company recognizes compensation costs resulting from the issuance of stock-based awards to employees, non-employees, and directors as

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yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award.

Company’s board of directors authorized the repurchase of up to $ 1 million of shares of the Company’s common stock, from

time to time, until December 31, 2022, in the open market or through privately-negotiated transactions, at such times and at such prices

as the Company’s management may decide.

Treasury stock purchases are accounted for under the cost method whereby the entire cost

of the acquired common stock is recorded as treasury stock.

Discount and Derivative Instruments

initial fair value of the redemption feature relating to the convertible debt instruments was treated as a debt discount and was amortized

over the term of the related debt using the straight-line method, which approximates the interest method.

Amortization of debt discount

was recorded as a component of interest expense.

If a loan is paid in full, any unamortized debt discounts will be removed from the related

accounts and charged to operations.

As the convertible debt was converted into common stock at the date of the IPO, the unamortized debt

discount of $ 1,569,003 was charged to interest expense during the year ended December 31, 2022.

Company accounts for derivative instruments in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards

Codification (“ASC”) Topic 815, Derivative and Hedging , which establishes accounting and reporting standards for derivative

instruments, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of

all derivatives on the balance sheet at fair value.

The Company’s derivative financial instrument consisted of an embedded feature

contained in the Company’s convertible debt that was bifurcated and accounted for separately.

See Note 3 to the consolidated financial

statements for further details.

Value Measurements

Company applies FASB ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring

fair value and clarifies the definition of fair value within that framework.

ASC 820 defines fair value as an exit price, which is the

price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market

in an orderly transaction between market participants on the measurement date.

The fair value hierarchy established in ASC 820 generally

requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market

data obtained from sources independent of the reporting entity.

Unobservable inputs reflect the entity’s own assumptions based

on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability

and are to be developed based on the best information available in the circumstances.

Company applies Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic

820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the

definition of fair value within that framework.

ASC 820 defines fair value as an exit price, which is the price that would be received

for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between

market participants on the measurement date.

The fair value hierarchy established in ASC 820 generally requires an entity to maximize

the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Observable inputs reflect the assumptions

that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent

of the reporting entity.

Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments

about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best

information available in the circumstances.

carrying value of the Company’s cash, prepaid expenses, accounts payable, and accrued expenses approximate fair value because of

the short-term maturity of these consolidated financial instruments.

The redemption feature of the debt instruments is recorded at fair

See Note 4 to the consolidated financial statements for further details.

the short-term maturity of these financial instruments.

valuation hierarchy is composed of three levels.

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The levels within the valuation hierarchy are described below:

Observable inputs such as quoted prices (unadjusted) in active markets that are accessible at the measurement date for

identical, unrestricted assets or liabilities.

Observable inputs such as quoted prices (unadjusted) in active markets that are accessible at the measurement date

for identical, unrestricted assets or liabilities.

Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly.

These include

quoted prices for assets or liabilities recently traded in active markets, with similar underlying terms, as well as direct or indirect

observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals, as well as quoted prices

for identical or similar assets or liabilities in markets that are not active.

Unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for

the assets or liabilities, that reflect the reporting entity’s own assumptions.

include quoted prices for assets or liabilities recently traded in active markets, with similar underlying terms, as well as direct

or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals, as well

as quoted prices for identical or similar assets or liabilities in markets that are not active.

Unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists

for the assets or liabilities, that reflect the reporting entity’s own assumptions.

Offering Costs

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upon termination of the offering.

At December 31, 2024, there are $ 117,000 in deferred offering costs associated with the ATM Agreement.

Premium Financing Liability

January 2022, the Company entered into an insurance premium financing agreement for $ 1,207,200 , with a term of 10 months and an annual

interest rate of 3.5 %.

The Company made a down payment of $ 289,728 and was required to make monthly principal and interest payments of

$ 93,225 over the term of the agreement, which was repaid in full in November 2022.

January 2023, the Company entered into an insurance premium financing agreement for $ 955,700 , with a term of nine months and an annual

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of $ 81,394 over the term of the agreement, which was repaid in full in October 2023.

January 2024, the Company entered into an insurance premium financing agreement for $ 492,450 , with a term of 10 months and an annual

interest rate of 7.5 %.

The Company made a down payment of $ 98,490 and is required to make monthly principal and interest payments of

$ 40,763 over the term of the agreement, which was repaid in full in November 2024.

Company has a 401(k) defined contribution plan which covers all employees that meet the plan’s eligibility requirements.

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the potential dilution of securities that could share in the earnings of an entity.

The calculation of diluted net loss per share gives

effect to common stock equivalents;

The calculation of diluted net earnings (loss) per

share gives effect to common stock equivalents;

however, potential common shares are excluded if their effect is anti-dilutive.

dilutive securities not included in the computation of loss per share for the years ended December 31, 2023 and 2022 included

options to purchase 90,758

shares of common stock, respectively.

Other potentially dilutive securities also not included in the computation of loss per share

for the years ended December 31, 2023 and 2022 included warrants to purchase 7,500

shares of the Company’s common stock related to the IPO and for the year ended December 31, 2023, warrants to purchase an

additional 6,360

shares of the Company’s common stock related to the public offering which closed on May 2, 2023.

All common share amounts as

of December 31, 2023 and 2022 and per share amounts for the years ended December 31, 2023 and 2022 have been retroactively adjusted

to reflect a 1-for-25

reverse stock split of the Company’s common stock effectuated on November 17, 2023.

dilutive securities not included in the computation of loss per share for the years ended December 31, 2024 and 2023 included options

to purchase 108,955 and 6,102 shares of common stock, respectively.

Other potentially dilutive securities not included in the computation

of loss per share for the years ended December 31, 2024 and 2023 included warrants to purchase 500 shares of the Company’s common

stock related to the IPO and warrants to purchase an additional 424 and 20,000 shares of the Company’s common stock issued in the

May 2023 and November 2023 Offerings, respectively, warrants to purchase an additional 480,721 shares and 329,771 shares of the Company’s

common stock issued in the December 2024 and June 2024 PIPE Offerings, respectively, and warrants to purchase 19,786 shares of the Company’s

common stock issued to the placement agents in the June 2024 PIPE Offering.

All common share amounts as of December 31, 2024 and 2023

and per share amounts for the years ended December 31, 2024 and 2023 have been retroactively adjusted to reflect a 1-for-25 reverse stock

split of the Company’s common stock effectuated on November 17, 2023 and a 1-for-15 reverse stock split of the Company’s

common stock effectuated on May 24, 2024.

Adopted Accounting Pronouncements

Company has evaluated all recent accounting pronouncements that were required to be adopted and believes that none of them will have

a material effect on the Company’s financial position, results of operations, or cash flows.

Accounting Pronouncements Not Yet Adopted

Company has evaluated all recent accounting pronouncements that were required to be adopted and believes that other than the following,

none of them will have a material effect on the Company’s financial position, results of operations, or cash flows.

FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20)

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financial statements.

3 – Convertible Notes - Related Parties

in May 2017, the Company entered into Subordinated Convertible Promissory Note Agreements (the “Agreements”) with certain

lenders (together, the “Holders” or individually, the “Holder”), pursuant to which the Company issued Subordinated

Convertible Promissory Notes (individually the “Note” or together, the “Notes”) to the Holders, principally all

to the Chief Executive Officer (“CEO”) and founder of the Company, a member of the Company’s board of directors and

third parties that are family members of the founder and CEO.

Interest on the unpaid principal balance accrued at a rate of 5 % per annum,

computed on the basis of the actual number of days elapsed and a year of 365 days.

Unless earlier converted into shares of the Company’s

common stock or preferred stock (collectively, the “Equity Securities”), the principal and accrued interest was to be due

and payable by the Company on demand by the Holders at any time after the earlier of (i) the Maturity Date (as defined in each Agreement)

and (ii) the closing of the Next Equity Financing.

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

by the Company of its Equity Securities pursuant to which the Company received gross proceeds of not less than $ 5.0 million for Notes

issued in 2017 and through November 2020 and $ 7.5 million for Notes issued after November 2020 (including the aggregate amount of debt

securities converted into Equity Securities upon conversion or cancellation of the Notes).

The Company’s IPO qualified as a Next

Equity Financing.

general, the stated maturity date was two years from the date of issuance, except for the Notes issued in December 2020 and thereafter

(in the aggregate principal amount of approximately $ 2.1 million) which had a stated maturity date of three years .

For Notes issued in

2017 and through September 2018, the default interest rate of 20 % was added to the Notes for the period after the stated maturity date.

Notes were to automatically convert into the type of Equity Securities issued in the Next Equity Financing upon closing.

The number of

shares of such Equity Securities to be issued was equal to the quotient obtained by dividing the outstanding principal and unpaid accrued

interest due on the Note on the date of conversion by the lesser of (i) 80% of the price paid per share for Equity Securities by the

investors in the Next Equity Financing, or (ii) an equity valuation of $ 25 million ($ 50 million for Notes issued after December 2020) .

On January 14, 2022, all outstanding Notes and accrued interest were converted into an aggregate of 49,015 shares of the Company’s

common stock as the IPO qualified as a Next Equity Financing.

embedded features contained in the Notes in the aggregate were embedded derivative instruments, which were recorded as a debt discount

and derivative liability at the issuance date at their estimated fair value for all Notes of approximately $ 2.4 million.

of debt discount for the Notes recorded as interest expense was approximately $ 1.6 million for the year ended December 31, 2022.

amount contains amortization charged to interest expense of approximately $ 34,000 up to the date of the IPO and the full amount of the

unamortized debt discount of approximately $ 1.5 million charged to interest expense on the date of the IPO.

interest expense associated with the Notes at the date of the IPO was approximately $ 187,000 and was converted into common stock upon

completion of the IPO.

4 – Redemption Liability

fair value of the redemption liability is calculated under Level 3 of the fair value hierarchy, determined based upon a probability-weighted

expected returns method (“PWERM”).

This PWERM was determined to be the most appropriate method of estimating the value of

possible redemption or conversion outcomes over time, since the Company had not entered into a priced equity round through December 31,

The significant assumptions utilized in these calculations are the possible exit scenarios (either a conversion of the principal

and accrued interest of the Notes in the event of a Next Equity Financing, further described in Note 3 to the consolidated financial

statements, a repayment of the Notes and accrued interest in the event of a corporate transaction (as defined in the Notes) or a repayment

of the Notes and accrued interest at maturity, the pre-money valuation of the Company’s common stock, the probabilities of such

exit events occurring, and discounts/premiums available to the Holders at such measurement dates.

The calculation of the redemption liability

prior to the IPO was based upon the actual incremental value derived by the Holders at the IPO date.

The balance of approximately $ 980,000

as of the date of the IPO was converted into common stock in connection with the related-party convertible debt to which it related.

3 – Common Stock

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of State and approved by the Company’s board of directors and stockholders.

The par value of the Company’s common stock was

not adjusted as a result of the reverse stock split.

January 14, 2022, the Company closed the IPO pursuant to which it issued 150,000 shares of its common stock at a public offering price

of $ 100.00 per share.

The gross proceeds to the Company from the IPO were $ 15.0 million, prior to deducting underwriting discounts of

approximately $ 1.1 million and commissions and other offering expenses of approximately $ 1.0 million.

Other offering expenses include

deferred offering costs of approximately $ 547,000 that were capitalized and additional costs incurred prior to the date of the IPO.

net proceeds to the Company from the IPO were approximately $ 12.5 million.

The Company granted the underwriters a 45-day option to purchase

up to an additional 22,500 shares of common stock at the public offering price less discounts and commissions, to cover over-allotments;

however, this option expired unexercised.

Additionally, and as a result of the completion of the IPO, all of the Company’s convertible

debt and accrued interest was converted into an aggregate of 49,015 shares of the Company’s common stock pursuant to the terms

of the Notes.

Outstanding principal of approximately $ 3.7 million, accrued interest of approximately $ 187,000 , and a redemption liability

of approximately $ 980,000 were converted to common stock as the IPO qualified as a Next Equity Financing.

In addition, the Company issued

warrants in connection with the IPO.

See Note 6 to the consolidated financial statements for a discussion of the warrants issued.

Further, on May 24, 2024, the Company effectuated an

additional reverse split of shares of its common stock at a ratio of 1-for-15 pursuant to an amendment to the Company’s Certificate

of Incorporation filed with the Delaware Secretary of State and approved by the Company’s board of directors and stockholders.

The par value of the Company’s common stock was not adjusted as a result of either reverse stock split.

February 16, 2022, the Company entered into an agreement for marketing and investor related consulting services.

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closing value of the Company’s common stock prior to the renewal date) representing compensation expense of $ 100,000 .

June 9, 2022, the Company’s Board of Directors authorized the repurchase of up to $ 1,000,000 shares of the Company’s common

stock until December 31, 2022.

On June 10, 2022, the Company entered into a Repurchase Agreement (the “Repurchase Agreement”)

with a financial institution pursuant to which such financial institution was able to purchase shares of the Company’s common stock

upon the terms and conditions set forth in such agreement, including in accordance with the guidelines specified in Rules 10b5-1 and

10b-8 under the Securities Exchange Act of 1934, as amended.

Shares of the Company’s common stock could be repurchased in open

market or through privately-negotiated transactions.

Pursuant to the Repurchase Agreement, the financial institution was to cease purchasing

shares of the Company’s common stock upon the earlier of (i) the close of trading on December 31, 2022, (ii) the completion of

repurchases up to the approved amount and (iii) the date upon which the Company gave notice of termination of the Repurchase Agreement

to the financial institution.

The Company determined the timing and amount of any repurchases based upon its evaluation of market conditions,

applicable SEC guidelines and regulations, and other factors.

the year ended December 31, 2022, the Company purchased 3,633 shares of its common stock, respectively, for a total purchase cost of

approximately $ 70,000 .

March 17, 2023, the Company filed a Registration Statement on Form S-3 with the SEC using a “shelf” registration process

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price of $ 188.00 per share.

The gross proceeds to the Company from the public offering were approximately $ 2.7 million, prior to deducting

The gross proceeds to the Company from the May Offering were approximately $ 2.7 million, prior to deducting

underwriting discounts and commissions of approximately $ 186,000 and other offering expenses of approximately $ 417,000 .

The net proceeds

to the Company from the public offering were approximately $ 2.1 million.

to the Company from the May Offering were approximately $ 2.1 million.

The Company granted the underwriters a 45-day option to purchase

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average closing value of the Company’s common stock prior to the agreement date).

November 30, 2023, the Company closed a public offering pursuant to which it issued 1,825,000 shares of its common stock at a public

offering price of $ 1.00 per share and pre-funded warrants to purchase up to 8,175,000 shares of the Company’s common stock, exercisable

at an exercise price of $ 0.001 per share, to those purchasers whose purchase of common stock in the offering would otherwise result in

the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99 % (or, at the election of

the purchaser, 9.99 %) of the Company’s outstanding common stock immediately following the consummation of the offering.

proceeds to the Company from the public offering were approximately $ 10 million, prior to deducting underwriting discounts, commissions,

and other expenses of approximately $ 1.3 million.

The net proceeds to the Company from the public offering were approximately $ 8.7 million.

November 30, 2023, the Company closed a public offering pursuant to which it issued 121,667 shares of its common stock at a public offering

price of $ 15.00 per share and pre-funded warrants to purchase up to 545,000 shares of the Company’s common stock, exercisable at

an exercise price of $ 0.015 per share, to those purchasers whose purchase of common stock in the offering would otherwise result in the

purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the

purchaser, 9.99%) of the Company’s outstanding common stock immediately following the consummation of the offering.

The gross proceeds

to the Company from the November Offering were approximately $ 10.0 million, prior to deducting underwriting discounts, commissions, and

other expenses of approximately $ 1.3 million.

The net proceeds to the Company from the November Offering were approximately $ 8.7 million.

The Company granted the underwriters a 45-day option to purchase up to an additional 100,000 shares of common stock and/or pre-funded

warrants, to cover over-allotments.

The underwriter exercised the option to purchase 1,000,000 pre-funded warrants to purchase shares

of the Company’s common stock for gross proceeds of $ 1 million, prior to deducting underwriting discounts and commissions of approximately

The underwriter exercised the option to purchase 66,667 pre-funded warrants to purchase shares of

the Company’s common stock for gross proceeds of $ 1.0 million, prior to deducting underwriting discounts and commissions of approximately

January 24, 2024, pursuant to a corporate advisory consulting agreement, the Company issued 3,334 shares of its common stock with a per

share value of $ 6.16 , representing total compensation expense of $ 20,550 (as calculated based on the closing value of the Company’s

common stock at the effective transfer date).

June 7, 2024, the Company entered into the ATM Agreement with Rodman & Renshaw LLC (the “ATM Sales Manager”) under which

the Company may sell, from time to time through the ATM Sales Manager, shares of common stock in one or more offerings up to a total

dollar amount of $ 1.65 million.

Sales of shares of the Company’s common stock through the ATM Sales Manager, if any, will be made

by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities

Act of 1933, as amended (the “Securities Act”), including without limitation sales made directly on the Nasdaq Stock Market

LLC or any other existing trading market for the common shares.

The Company’s common stock is being offered and sold pursuant to

the Company’s effective shelf registration statement on Form S-3 and an accompanying prospectus declared effective by the U.S.

Securities and Exchange Commission (the “SEC”) on March 24, 2023, and pursuant to a prospectus supplement dated June 7, 2024.

June 21, 2024, the Company closed a private placement offering with certain accredited investors of $ 2.08 million of the Company’s

securities consisting of shares of the Company’s common stock and/or pre-funded warrants to acquire shares of the Company’s

common stock and warrants to acquire shares of the Company’s common stock.

Pursuant to the June 2024 PIPE Offering, the Company

issued 207,292 shares of its common stock at an offering price of $ 3.16 per share, pre-funded warrants to purchase up to 452,253 shares

of the Company’s common stock (the “June 2024 Pre-Funded Warrants”), exercisable at $ 0.001 per share, and warrants

to purchase up to 329,771 shares of the Company’s common stock, exercisable at $ 3.09 (the “June 2024 PIPE Warrants”).

Net proceeds to the Company from the PIPE Offering were approximately $ 1.8 million, after a deduction of approximately $ 268,000 in offering

In addition, the Company issued placement agent warrants to purchase up to 19,786 shares of the Company’s common stock,

exercisable at $ 3.09 per share (the “June 2024 Placement Agent Warrants”).

December 9, 2024, the Company closed an additional private placement offering with certain accredited investors of $ 2.02 million of the

Company’s securities consisting of shares of the Company’s common stock and/or pre-funded warrants to acquire shares of the

Company’s common stock and warrants to acquire shares of the Company’s common stock.

Pursuant to the December 2024 PIPE Offering,

the Company issued 470,289 shares of its common stock at an offering price of $ 2.101 per share, pre-funded warrants to purchase up to

491,157 shares of the Company’s common stock (the “December 2024 Pre-Funded Warrants”), exercisable at $ 0.001 per share,

and warrants to purchase up to 480,721 shares of the Company’s common stock, exercisable at $ 2.031 (the “December 2024 PIPE

Net proceeds to the Company from the PIPE Offering were approximately $ 1.8 million, after a deduction of approximately

$ 0.2 million in offering costs.

December 20, 2024, the Company sold 40,000

shares of its common stock under the ATM Agreement at an offering price of $ 2.0892

per share (the “ATM Sale”).

Net proceeds from the ATM Sale were $ 73,189 ,

after deducting fees and other offering costs.

4 – Stock Based Compensation

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be issued pursuant to the 2017 Plan.

Company has granted options to acquire 3,712 shares of common stock at $ 330 per share under the 2017 Plan, and 76 shares remain available

for issuance.

As of December 31, 2023 and 2022, there were options outstanding to acquire 3,712 shares of common stock.

As of December

31, 2023 and 2022, all such options were fully vested, and the weighted average remaining contractual life for such options was approximately

4.2 and 5.2 years, respectively.

Company has granted options to acquire 255 shares of common stock at $ 4,950 per share under the 2017 Plan, and 6 options to acquire shares

of common stock remain available for issuance.

As of December 31, 2024 and 2023, there were options outstanding to acquire 255 shares

of common stock.

As of December 31, 2024 and 2023, all such options were fully vested, and the weighted average remaining contractual

life for such options was approximately 3.2 and 4.2 years, respectively.

July 2019, the Company authorized an additional plan, the 2019 Stock Incentive Plan (the “2019 Plan”).

The Company initially

reserved 11,363 shares of its common stock for issuance pursuant to the 2019 Plan in the form of incentive stock options, non-statutory

stock options, rights to purchase common stock, stock appreciation rights, restricted stock, performance shares, and performance units

to employees, directors, and consultants of the Company and its affiliates.

On August 30, 2019, the Company approved an increase in the

number of shares authorized for issuance under the 2019 Plan by 22,980 shares.

In January 2021, the Company approved an increase in the

number of shares reserved for issuance under the 2019 Plan by 22,980 shares.

On May 31, 2021, the Company approved an increase in the

number of shares reserved for issuance under the 2019 Plan by 18,687 shares.

As of December 31, 2023 and 2022, a total of 156,060 shares

were authorized for issuance under the 2019 Plan.

of December 31, 2023 and 2022, the Company has granted options to acquire 156,060 and 135,455 shares of common stock under the 2019 Plan,

respectively, and had 0 and 20,605 shares of common stock remain available for issuance under the 2019 Plan, respectively.

stock options outstanding to acquire 82,046 and 61,440 shares of common stock with weighted-average exercise prices of $ 73.66 and $ 95.09

and weighted average contractual terms of 7.8 years and 8.4 years at December 31, 2023 and 2022, respectively.

Under the 2019 Plan,

the Company may grant incentive stock options, non-statutory stock options, rights to purchase common stock, stock appreciation rights,

restricted stock, performance shares, and performance units to employees, directors, and consultants of the Company and its affiliates.

At both December 31, 2024 and December 31, 2023, a total of 10,452 shares were authorized for issuance under the 2019 Plan.

of December 31, 2024 and 2023, the Company has granted options to acquire 10,452 shares of common stock under the 2019 Plan and 0 shares

of common stock remain available for issuance under the 2019 Plan.

There are stock options outstanding to acquire 5,512 shares of common

stock with a weighted-average exercise price of $ 1,105.50 and weighted average contractual terms of 6.8 years and 7.8 years at December

31, 2024 and 2023, respectively.

August 17, 2023, the Company authorized a new plan, the Tharimmune, Inc.

2023 Omnibus Incentive Plan (the “2023 Plan”).

the Company’s 2023 Plan, the Company may grant incentive stock options, non-statutory stock options, rights to purchase common

stock, stock appreciation rights, restricted stock, performance shares, and performance units to employees, directors, and consultants

of the Company and its affiliates.

Up to 2,600,000 shares of the Company’s common stock may initially be issued pursuant to the

the year ended December 31, 2023, the Company granted options to acquire 5,000 shares of common stock under the 2023 Plan, and 2,595,000

shares of common stock remain available for issuance under the 2023 Plan at December 31, 2023.

There are stock options outstanding to

acquire 5,000 shares of common stock with a weighted-average exercise price of $ 3.94 and a weighted-average contractual term of 9.9 years

at December 31, 2023.

the 2023 Plan, the Company may grant incentive stock options, non-statutory stock options, rights to purchase common stock, stock appreciation

rights, restricted stock, performance shares, and performance units to employees, directors, and consultants of the Company and its affiliates.

Initially, options to purchase up to 6,934 shares of the Company’s common stock were available to be issued pursuant to the 2023

Under an amendment to the 2023 Plan by vote of the Company’s stockholders on May 14, 2024, an amended total of up to 173,600

options to purchase shares of the Company’s common stock may be issued pursuant to the 2023 Plan.

In addition, under the amendment,

an “evergreen” provision was added to automatically increase the number of shares available under the 2023 Plan on January

1 annually, beginning January 1, 2025 and ending January 1, 2033, equal to the lesser of five percent of the shares of Common Stock outstanding

(on an as-converted basis) on the final day of the immediately preceding calendar year or such lesser number of shares of the Company’s

Common Stock as determined by the Board of Directors.

Effective January 1, 2025, an additional 98,688 options to purchase shares of the

Company’s common stock were added to the 2023 Plan.

the year ended December 31, 2024, the Company granted 102,853 options to acquire shares of common stock under the 2023 Plan.

31, 2024 and 2023, 70,412 and 6,934 shares of common stock remain available for issuance under the 2023 Plan, respectively.

stock options outstanding to acquire 103,188 and 335 shares of common stock with a weighted-average exercise price of $ 3.11 and $ 59.14

and weighted-average contractual terms of 9.6 years and 9.9 years at December 31, 2024 and 2023, respectively.

following table summarizes stock-based activities under the 2017, 2019, and 2023 Stock Incentive Plans:

Schedule of Stock Option Activity

at December 31, 2021

Forfeited/cancelled

Outstanding at December 31, 2022

at December 31, 2023

options at December 31, 2023

and expected to vest at December 31, 2023

Outstanding at December 31, 2023

Outstanding at December 31, 2024

Exercisable options at December 31, 2024

Vested and expected

to vest at December 31, 2024

fair value of stock option awards is estimated at the date of grant using the Black-Scholes option-pricing model.

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the years ended December 31,

interest rate

dividend yield

life of options in years

fair value of options granted

weighted-average grant date fair value of stock options granted during the years ended December 31, 2023 and 2022 was approximately $ 6.41

Expected volatility

Risk-free interest rate

Expected dividend yield

Expected life of options in years

Estimated fair value of options granted

weighted-average grant date fair value of stock options granted during years ended December 31, 2024 and 2023 was approximately $ 2.23

and $ 96.04 , respectively.

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approximately $ 16.38 and $ 95.97 , respectively.

in the above table are performance-based stock options granted in 2019 to purchase 9,242 shares of the Company’s common stock at

an exercise price of $ 1.98 per share, which vested upon completion of the Company’s IPO in 2022.

stock-based compensation expense included in the accompanying consolidated statements of operations was as follows:

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the years ended December 31,

and development

and administrative

stock-based compensation

Research and development

General and administrative

Total stock-based compensation

of December 31, 2024, the total unrecognized compensation expense related to non-vested options was approximately $ 0.8 million and is

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connection with the IPO, the Company issued warrants to purchase such number of shares of the Company’s common stock equal to 5%

of the total shares of common stock issued in the IPO.

The warrants are exercisable at $ 125.00 per share, were not exercisable within

the first six months after issuance, and may, under certain circumstances, be exercised on a cashless basis.

The exercise price of the

warrants is subject to standard antidilutive provision adjustments for stock splits, stock combinations, or similar events affecting

the Company’s common stock.

The Company has determined that these warrants should be classified as equity instruments since they

do not require the Company to repurchase the underlying common stock and do not require the Company to issue a variable amount of common

of the total shares of common stock issued in the IPO, or 500 warrants.

The warrants are exercisable at $ 1,875.00 per share, were not

exercisable within the first six months after issuance, and may, under certain circumstances, be exercised on a cashless basis.

price of the warrants is subject to standard antidilutive provision adjustments for stock splits, stock combinations, or similar events

affecting the Company’s common stock.

The Company has determined that these warrants should be classified as equity instruments

since they do not require the Company to repurchase the underlying common stock and do not require the Company to issue a variable amount

of common stock.

In addition, these warrants are indexed to common stock and do not have any unusual antidilution rights.

connection with the May 2, 2023 public offering as described in Note 5 to the consolidated financial statements, the Company issued warrants

to designees of the underwriter (the “Representative’s Warrants”) to purchase 6,360 shares of the Company’s common

stock (which is equal to 3 % of the number of shares sold in the public offering) at an initial exercise price of $ 15.625 per share, subject

to adjustment.

The Representative’s Warrants are exercisable at any time and from time to time, in whole or in part, during the

four and one half year period commencing 180 days from the commencement of sales of the shares of common stock in the public offering.

connection with the November 30, 2023 public offering as described in Note 5 to the consolidated financial statements, the Company issued

pre-funded warrants to purchase 8,175,000 shares of the Company’s common stock at an exercise price of $ 0.001 (the “Pre-Funded

The Pre-Funded Warrants were issued to those purchasers whose purchase of common stock in the November Offering would

otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99 % (or,

at the election of the purchaser, 9.99 %) of outstanding common stock immediately following the consummation of the offering.

The Pre-Funded

Warrants were immediately exercisable and could be exercised at any time until exercised in full.

The Company also granted the underwriters

a 45-day option to purchase up to an additional 1,500,000 shares of common stock and/or prefunded warrants.

The underwriters exercised

the option to purchase 1,000,000 pre-funded warrants at an initial exercise price of $ 0.001 per share, subject to adjustment (the “Underwriters

Pre-Funded Warrants”).

These pre-funded warrants were immediately exercisable and could be exercised at any time until exercised

The underwriters received warrants to purchase 300,000 shares of common stock with an initial exercise price of $ 1.25 , exercisable

beginning May 27, 2024, and expiring May 2, 2028 (the “Underwriters Warrants”).

As of December 31, 2023, all of the Pre-Funded

Warrants and the Underwriters Pre-Funded Warrants have been exercised.

connection with the May 2023 Offering as described in Note 3 to the consolidated financial statements, the Company issued warrants to

designees of the underwriter (the “Representative’s Warrants”) to purchase 424 shares of the Company’s common

stock (which is equal to 3% of the number of shares sold in the public offering) at an initial exercise price of $ 234.375 per share,

subject to adjustment.

The Representative’s Warrants are exercisable at any time and from time to time, in whole or in part, during

the four- and one-half year period commencing 180 days from the commencement of sales of the shares of common stock in the public offering.

connection with the November 2023 Offering as described in Note 3 to the consolidated financial statements, the Company issued pre-funded

warrants to purchase 545,000 shares of the Company’s common stock at an exercise price of $ 0.015 (the “November 2023 Pre-Funded

The November 2023 Pre-Funded Warrants were issued to those purchasers whose purchase of common stock in the November

2023 Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning

more than 4.99% (or, at the election of the purchaser, 9.99%) of outstanding common stock immediately following the consummation of the

The November 2023 Pre-Funded Warrants were immediately exercisable and could be exercised at any time until exercised in full.

The Company also granted the underwriters a 45-day option to purchase up to an additional 100,000 shares of common stock and/or prefunded

The underwriters exercised the option to purchase 66,667 pre-funded warrants at an initial exercise price of $ 0.015 per share,

subject to adjustment (the “November 2023 Underwriters Pre-Funded Warrants”).

These pre-funded warrants were immediately

exercisable and could be exercised at any time until exercised in full.

The underwriters received warrants to purchase 20,000 shares

of common stock with an initial exercise price of $ 18.75 , exercisable beginning May 27, 2024 , and expiring May 2, 2028 (the “November

2023 Underwriters Warrants”).

As of December 31, 2024 and 2023, all of the November 2023 Pre-Funded Warrants and the November 2023

Underwriters Pre-Funded Warrants have been exercised and the additional warrants to purchase 20,000 shares of common stock have not yet

been exercised.

connection with the June 2024 PIPE Offering as described in Note 3 to the consolidated financial statements, the Company issued the June

2024 Pre-Funded Warrants to purchase 452,253 shares of the Company’s common stock at an exercise price of $ 0.001 , the June 2024

PIPE Warrants to purchase 329,771 shares of the Company’s common stock at an exercise price of $ 3.09 , and the June 2024 Placement

Agent Warrants to purchase up to 19,786 shares of the Company’s common stock, exercisable at $ 3.09 per share.

The June 2024 Pre-Funded

Warrants were immediately exercisable and are able to be exercised at any time until exercised in full.

The June 2024 PIPE Warrants and

June 2024 Placement Agent Warrants were immediately exercisable and are able to be exercised until five and a half years from the effective

date, or December 21, 2029.

As of December 31, 2024, 368,533 of the June 2024 Pre-Funded Warrants have been exercised and none of the

June 2024 PIPE Warrants or June 2024 Placement Agent Warrants have been exercised.

connection with the December 2024 PIPE Offering as described in Note 3 to the consolidated financial statements, the Company issued the

December 2024 Pre-Funded Warrants to purchase 491,157 shares of the Company’s common stock at an exercise price of $ 0.001 and the

December 2024 PIPE Warrants to purchase 480,721 shares of the Company’s common stock at an exercise price of $ 2.031 .

2024 Pre-Funded Warrants were immediately exercisable and are able to be exercised at any time until exercised in full.

2024 PIPE Warrants are exercisable six months from the date of issuance and are able to be exercised until five and a half years from

the effective date, or December 9, 2030.

As of December 31, 2024, none of the December 2024 Pre-Funded Warrants and December 2024 PIPE

Warrants have been exercised.

of the warrants outstanding at December 31, 2024 are as follows:

Schedule of Warrants

November 2, 2023

November 30, 2023

June 21, 2024

December 21, 2029

December 9, 2024

December 9, 2030

December 9, 2024

5 – Income Taxes

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the years ended December 31, 2024 and 2023, respectively.

significant components of the Company’s deferred tax assets and liabilities as of December

31, 2023 and 2022 were as follows:

significant components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 were as follows:

Schedule of Significant Components of Company’s Deferred Tax Assets

tax asset (liabilities) related to:

net operating loss carryforward

in-process research and development

and development credit

Deferred tax asset (liabilities) related to:

operating loss carryforward

State net operating loss

Capitalized costs

Acquired in-process research

and development

Research and development

Stock compensation

expenses and other

deferred tax assets

Total deferred tax assets

( 10,189,000 )

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the years ended December 31,

tax benefit at the federal statutory rate

Income tax benefit at the federal

statutory rate

$ ( 2,550,000 )

$ ( 1,957,000 )

differences and other

and development credit

in valuation allowance

income tax expense

Permanent differences and other

State income taxes

Research and development credit

Change in valuation allowance

Effective income tax

valuation allowance is required to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely

3 unchanged sentences

2024 and 2023, respectively, were necessary to reduce the deferred tax assets to the amount that will more likely than not be realized.

December 31, 2023 and 2022, the Company had available net operating loss carryforwards of approximately $ 14.4

million and $ 9.3

December 31, 2024 and 2023, the Company had available net operating loss carryforwards of approximately $ 20.3 million and $ 14.4 million,

respectively, for federal income tax purposes, all of which were generated after 2017 and can be carried forward indefinitely under the

Tax Cuts and Jobs Act.

At December 31, 2023 and 2022, the Company had approximately $ 243,000

federal research and development (“R&D”) tax credit carryforwards.

If not utilized, the federal R&D credits will

begin to expire in 2038.

The Company also had $ 14.9

of state net operating losses that will begin to expire in 2037.

At December 31, 2024 and 2023, the Company had approximately $ 382,000 and $ 243,000 of federal research and development

(“R&D”) tax credit carryforwards.

If not utilized, the federal R&D credits will begin to expire in 2038.

also had $ 20.3 million and $ 14.9 million of state net operating losses that will begin to expire in 2037.

382 and 383 of the Internal Revenue Code, and similar state regulations, contain provisions that may limit the NOL carryforwards available

5 unchanged sentences

it is likely that such an ownership change occurred during 2021.

The Tax Cuts and Jobs Act

of 2017 (“TCJA”) has modified the IRC 174 expenses related to research and development for the tax years beginning after December

Under the TCJA, the Company must now capitalize the expenditures related to research and development activities and amortize

over five years for U.S.

Tax Cuts and Jobs Act of 2017 (“TCJA”) has modified the IRC 174 expenses related to research and development for the tax

years beginning after December 31, 2021.

Under the TCJA, the Company must now capitalize the expenditures related to research and development

activities and amortize over five years for U.S.

activities and 15 years for non-U.S.

activities using a mid-year convention.

Therefore, the capitalization of

research and development costs in accordance with IRC 174 results in a gross deferred tax asset of $ 4,487,000 .

8 – Related-Party Transactions

described in Note 3 to the consolidated financial statements, the Company entered into the Notes with the Holders commencing in May 2017.

The Holders of substantially all of the Notes were the Company’s founder and CEO, a member of the Company’s board of directors,

and third parties that are family members of the founder and CEO.

The Notes were converted into shares of the Company’s common

stock on January 14, 2022 in connection with the closing of the IPO.

addition to the above Notes, the Company had amounts due to the founder and CEO that totaled $ 200,000 at December 31, 2021 for accrued

compensation, which was paid in full in April 1, 2022.

January 4, 2022 and January 6, 2022, the Company issued unsecured promissory notes in the aggregate principal amount of approximately

$ 139,000 (including an original issuance discount of an aggregate of approximately $ 14,000 ) to three related-party investors.

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

equity financing.

“Subsequent equity financing” means the next sale (or series of related sales) by the Company of its equity

securities following the date of the notes pursuant to which the Company receives gross proceeds of not less than $ 5.0 million.

were repaid in full on January 21, 2022 following the Company’s IPO on January 14, 2022 as the IPO was considered a subsequent

Equity Financing.

Additionally,

on April 18, 2022, the founder and CEO exercised options to purchase up to 9,621 shares of the Company’s common stock at a weighted-average

exercise price of $ 2.53 per share for a total of approximately $ 24,000 .

the capitalization of research and development costs in accordance with IRC 174 results in a gross deferred tax asset of $ 6,961,000 .

6 – Commitments and Contingencies

46 unchanged sentences

to the ABSI Agreement:

(i) the Company issued ABSI 25,107 shares of its common stock which is equal to $ 250,000 based on the ten day

trailing volume weighted-average price of the Company’s common stock prior to the date of issuance (see Note 5 to the consolidated

financial statements for details of the July 27, 2023 issuance of the Company’s common stock to ABSI);

(ii) in the event the Company

closes a financing pursuant to which it receives more than $ 10 million in Net Proceeds (as defined in the ABSI Agreement), the Company

shall pay ABSI a mid six digit amount;

(iii) upon the achievement of certain milestones as set forth in the ABSI Agreement, the Company

shall pay ABSI up to an aggregate of $ 8,250,000 ;

(iv) after the second anniversary of the ABSI Effective Date, the Company shall pay

ABSI a low five digit amount for the first year and a mid five digit amount thereafter during the Royalty Term (as defined in the ABSI

and (v) during the Royalty Term for each Product, the Company shall pay ABSI a quarterly royalty on the Net Sales (as defined

in the ABSI Agreement) with royalties at percentages which range from the low to mid single digits, with high Net Sales being subject

to lower royalty rates, subject to adjustment as set forth in the ABSI Agreement.

In addition, in the event the Company transfers all

or substantially all of its rights to a Product to a third party, the Company shall pay to ABSI the percentage of Net Proceeds attributable

to the transfer of the Product.

Specifically, the Company shall pay ABSI amounts at percentages which range from the mid single digit

to low double digits depending on the Company Expenses (as defined in the ABSI Agreement), with higher Company Expenses being subject

to lower rates.

(i) the Company issued ABSI 25,107

shares of its common stock which is equal to $ 250,000

based on the ten day trailing volume weighted-average price of the Company’s common stock prior to the date of issuance (see

Note 3 to the consolidated financial statements for details of the July 27, 2023 issuance of the Company’s common stock to

(ii) in the event the Company closes a financing pursuant to which it receives more than $ 10

million in Net Proceeds (as defined in the ABSI Agreement), the Company paid ABSI an up front license fee of $ 250,000 ;

(iii) upon the achievement

of certain milestones as set forth in the ABSI Agreement, the Company shall pay ABSI up to an aggregate of $ 8,250,000 ;

(iv) after the second anniversary of the ABSI Effective Date, the Company shall pay ABSI a low five digit amount for the first year

and a mid-five digit amount thereafter during the Royalty Term (as defined in the ABSI Agreement);

and (v) during the Royalty Term

for each Product, the Company shall pay ABSI a quarterly royalty on the Net Sales (as defined in the ABSI Agreement) with royalties

at percentages which range from the low to mid-single digits, with high Net Sales being subject to lower royalty rates, subject to

adjustment as set forth in the ABSI Agreement.

In addition, in the event the Company transfers all or substantially all of its

rights to a Product to a third party, the Company shall pay to ABSI the percentage of Net Proceeds attributable to the transfer of

Specifically, the Company shall pay ABSI amounts at percentages which range from the mid-single digit to low double

digits depending on the Company Expenses (as defined in the ABSI Agreement), with higher Company Expenses being subject to lower

a Product-by-Product basis, upon the expiration of the last Royalty Term of such Product in the Territory, licenses granted to the Company

8 unchanged sentences

such agreement will terminate and all rights under such licenses shall revert to ABSI.

March 11, 2024, the Company entered into an addendum to the ABSI Agreement to fund research services with quarterly payments of $ 50,000

beginning March 18, 2024 with subsequent payments due on the 18 th of each calendar quarter.

During the year ended December

31, 2024, the Company made payments of $ 200,000 to ABSI.

the year ended December 31, 2023, the Company paid milestone fees of $ 500,000 to ABSI in accordance with the terms of the agreement,

1 unchanged sentence

Patent License Agreement

November 3, 2023 (the “Avior Effective Date”), the Company entered into the Avior Patent License Agreement with Avior pursuant

to which the Company received an exclusive sublicensable right and license to Licensed Patent Rights and Licensed Technology to, among

other things, Develop, have Developed, make, have made, use, sell, import, export and commercialize TH104 and TH103 and to practice the

Licensed Technology in connection with the foregoing, throughout the world.

Pursuant to the Avior Patent License Agreement, the Company

shall pay Avior a mid six digit up front license fee within ten days of the Avior Effective Date and an additional mid six digit license

fee which shall be paid in four equal installments within ten days of the end of each fiscal quarter following the Avior Effective Date.

In addition, the Company shall pay Avior a high single digit percentage of any upfront payments received by it as a result of the grant

of any sublicenses with respect to TH104.

The Company shall also pay Avior milestone payments in the aggregate amount of $ 24,250,000

November 3, 2023 (the “Avior Effective Date”), the Company entered into the Avior Patent License Agreement with Avior

pursuant to which the Company received an exclusive sublicensable right and license to Licensed Patent Rights and Licensed

Technology to, among other things, Develop, have Developed, make, have made, use, sell, import, export and commercialize TH104 and

TH103 and to practice the Licensed Technology in connection with the foregoing, throughout the world.

Pursuant to the Avior Patent

License Agreement, the Company shall paid Avior an up front license fee of $ 400,000 within ten days of the Avior Effective Date and

an additional mid six-digit license fee which shall be paid in four equal installments within ten days of the end of each fiscal

quarter following the Avior Effective Date.

In addition, the Company shall pay Avior a high single digit percentage of any upfront

payments received by it as a result of the grant of any sublicenses with respect to TH104.

The Company shall also pay Avior

milestone payments in the aggregate amount of $ 24,250,000

upon the occurrence of various development milestones (the “Development Milestone Payments”).

Furthermore, the Company shall

pay Avior certain fees based upon sales milestones.

The payments for such sales milestones range from the low seven digits to the low

eight digits with higher sales being subject to higher fees.

Finally, the Company shall pay Avior royalties based on net sales.

royalties range from low single digit percentages to mid single digit percentages with higher sales being subject to lower percentages.

The Avior Patent License Agreement shall expire upon the expiration of the final payment obligation due to Avior as set forth in such

Upon the expiration of the Avior Patent License Agreement, the Company shall have a fully paid, irrevocable, freely transferable

and sublicensable worldwide license to the Licensed Patent Rights and Licensed Technology to Develop, have Developed, make, have made,

use, have used sell, offer for sale, have sold, import, have imported, export, have exported, commercialize or have commercialized any

and all Licensed Products and to practice the Licensed Technology worldwide.

Pursuant to the Avior Patent License Agreement, the Company

may terminate the agreement at any time without cause, upon 30 days’ prior written notice to Avior along with payment of the next

unpaid Development Milestone Payment, if any.

Furthermore, either the Company or Avior may terminate the Avior Patent License Agreement

(i) on written notice to the other party if the other party materially breaches any provision of the Avior Patent License Agreement and

fails to cure such breach within 30 days after the breaching party receives written notice thereof or (ii) on written notice in the event

that either party (A) becomes insolvent or admits its inability to pay its debts generally as they become due;

(B) becomes subject, voluntarily

or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully dismissed or vacated

within 60 days;

(D) makes a general assignment for the

benefit of creditors;

or (E) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction

to take charge of or sell any material portion of its property or business.

Furthermore, the Company

shall pay Avior certain fees based upon sales milestones.

The payments for such sales milestones range from the low seven digits to

the low eight digits with higher sales being subject to higher fees.

Finally, the Company shall pay Avior royalties based on net

Such royalties range from low single digit percentages to mid-single digit percentages with higher sales being subject to

lower percentages.

The Avior Patent License Agreement shall expire upon the expiration of the final payment obligation due to Avior

as set forth in such agreement.

Upon the expiration of the Avior Patent License Agreement, the Company shall have a fully paid,

irrevocable, freely transferable and sublicensable worldwide license to the Licensed Patent Rights and Licensed Technology to

Develop, have Developed, make, have made, use, have used sell, offer for sale, have sold, import, have imported, export, have

exported, commercialize or have commercialized any and all Licensed Products and to practice the Licensed Technology worldwide.

Pursuant to the Avior Patent License Agreement, the Company may terminate the agreement at any time without cause, upon 30

days’ prior written notice to Avior along with payment of the next unpaid Development Milestone Payment, if any.

either the Company or Avior may terminate the Avior Patent License Agreement (i) on written notice to the other party if the other

party materially breaches any provision of the Avior Patent License Agreement and fails to cure such breach within 30 days after the

breaching party receives written notice thereof or (ii) on written notice in the event that either party (A) becomes insolvent or

admits its inability to pay its debts generally as they become due;

(B) becomes subject, voluntarily or involuntarily, to any

proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully dismissed or vacated within 60 days;

is dissolved or liquidated or takes any corporate action for such purpose;

(D) makes a general assignment for the benefit of

or (E) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to

take charge of or sell any material portion of its property or business.

Upon termination of the Avior Patent License Agreement, the

license granted pursuant to such agreement shall terminate and all rights in the Licensed Patent Rights and Licensed Products shall revert

back to Avior.

the year ended December 31, 2023, the Company paid milestone fees of $ 380,000 to Avior in accordance with the terms of the agreement.

license granted pursuant to such agreement shall terminate and all rights in the Licensed Patent Rights and Licensed Products shall

revert back to Avior.

the year ended December 31, 2024, the Company paid license fees of $ 600,000 to Avior in accordance with the terms of the agreement.

addition, during the years ended December 31, 2024 and 2023, the Company incurred milestone fees of $ 750,000 and $ 380,000 , respectively.

License Agreement

June 17, 2024 (the “Enkefalos Effective Date”), the Company signed a letter of intent to enter into the Enkefalos License

Agreement with Enkefalos Biosciences Inc.

pursuant to which the Company is licensing the global rights in all fields of use for the products

related to the compounds knows as cyclotides to deliver HER2 antibodies across the blood-brain barrier and all associated know-how, technology,

intellectual property and related information and constructs, and any associated authorized generic rights and all related assets (collectively,

the “Products” referred to in this letter as ENBI-01) from Enkefalos Biosciences, Inc.

Pursuant to the Enkefalos License

Agreement, the Company shall pay Enkefalos an up-front license

fee of $ 150,000 within ten days of the Enkefalos Effective Date

and an additional license fee of $150,000 to be paid 6 months after the Enkefalos Effective Date and an annual license fee of $ 50,000 .

The Company shall also pay Enkefalos milestone payments in the aggregate amount of up to $ 8,500,000 upon the occurrence of various development

milestones (the “Enkefalos Development Milestone Payments”).

Furthermore, the Company shall pay Enkefalos royalties based

on net sales ranging from low single-digit percentages to mid-single digit percentages with higher sales being subject to lower percentages.

The Enkefalos License Agreement shall expire upon the expiration of the final payment obligation due to Enkefalos as set forth in such

agreement and upon expiration, the Company shall have a fully paid, irrevocable, freely transferable and sublicensable worldwide license

to the Licensed Patent Rights and Licensed Technology to Develop, have Developed, make, have made, use, have used sell, offer for sale,

have sold, import, have imported, export, have exported, commercialize or have commercialized any and all Licensed Products and to practice

the Licensed Technology worldwide.

Pursuant to the Enkefalos License Agreement, either the Company or Enkefalos may terminate the Enkefalos

License Agreement on written notice to the other party.

Upon termination of the Enkefalos License Agreement, the license granted pursuant

to such agreement shall terminate and all rights in the Licensed Patent Rights and Licensed Products shall revert back to Enkefalos.

the year ended December 31, 2024, the Company incurred license fees of $ 150,000 to Enkefalos in accordance with the terms of the agreement.

Patent License Agreement

September 11, 2024, the Company entered into a patent license agreement (the “Intract Agreement”) with Intract.

to the Intract Agreement, the Company exclusively licensed INT-023/TH023, an oral anti-Tumor Necrosis Factor-alpha (TNF-α) monoclonal

antibody infliximab.

Under the terms of the Intract Agreement, the Company licensed global development and commercialization rights (outside

of South Korea) to Intract’s Soteria® and Phloral® delivery platform along with an existing supply agreement for infliximab

to be used in the oral product development program.

Pursuant to the Intract Agreement, the Company paid Intract an up-front license fee

of $ 400,000 and Intract is eligible to receive additional payments upon an equity financing of the Company and additional payments for

future development, regulatory and commercial milestones, as well as mid-single digit royalties based on net product sales.

The Agreement

retains a right of first refusal to continue development and commercialization after a Phase 2 clinical trial.

In addition, the Company

has the option to exercise the license to Intract’s platform for up to four additional targets.

The term of the Intract Agreement

expires upon the final payment obligation of Tharimmune and may be terminated by Tharimmune at any time upon 90 days written notice to

Either party may terminate the Intract Agreement if the other party materially breaches any provision of the Intract Agreement

and fails to cure such breach within thirty (30) days after the breaching party receives written notice thereof.

In addition, either

party may terminate the Intract Agreement on written notice in the event that either party declare:

(a) becomes insolvent or admits inability

to pay its debts generally as they become due;

(b) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic

or foreign bankruptcy or insolvency law, which is not fully dismissed or vacated within sixty (60) days;

or takes any corporate action for such purpose;

(d) makes a general assignment for the benefit of creditors;

or (e) has a receiver, trustee,

custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of

its property or business.

the year ended December 31, 2024, the Company incurred fees of $ 400,000 to Intract in accordance with the terms of the agreement.

June 1, 2021, the Company entered into an Amended and Restated Employment Agreement with the Company’s CEO, as amended periodically

16 unchanged sentences

exercise price of $ 1,500.00 per share, which options shall vest over a 48-month period commencing 12 months after the date of grant.

shall be in addition to any additional equity-based compensation awards the Company may grant the CEO from time to time.

This shall be in addition to any additional equity-based compensation awards the Company may grant the CEO from time to time.

January 1, 2023, in lieu of half of his 2023 salary, the CEO was issued options to purchase up to 1,374 shares of the Company’s

1 unchanged sentence

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

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

In addition, in the event the CEO’s employment is terminated by the Company other than as a result of his death or

Disability and other than for Cause, or if the CEO terminates his employment for Good Reason, then, in addition to the Accrued Compensation,

the Company shall continue to pay the CEO’s base salary and provide health benefits for a period of 18 months following the termination

date (each as defined in the CEO Employment Agreement).

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 the CEO had been in service for an additional 12 months as of the termination date.

The Employment Agreement has the same terms as the COO Employment Agreement (as defined below) except, the CEO 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 the CEO’s employment is terminated by the Company other than as a result of his death or Disability and

other than for Cause, or if the CEO terminates his employment for Good Reason, then, in addition to the Accrued Compensation, the Company

shall continue to pay the CEO’s base salary and provide health benefits for a period of 18 months following the termination date

(each as defined in the CEO Employment Agreement).

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 the CEO had been in service for an additional 12 months as of the termination date.

connection with the appointment of the Company’s Chief Operating Officer, on July 11, 2023 (the “Effective Date”),

4 unchanged sentences

to the COO Employment Agreement, the COO shall:

(i) receive a base salary of $ 400,000

per year, which may be increased by the Board;

(ii) 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.

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

(ii) 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.

accordance with the employment agreements, the compensation committee approved a bonus of 50 % in equity compensation and 50 % in cash

on January 13, 2025, based on corporate performance objectives earned during the year ended December 31, 2024.

The total bonus earned

for the CEO for the year ended December 31, 2024 was made up of cash of $ 156,250 and options to purchase up to 80,958 shares of the Company’s

common stock.

The total bonus earned for the COO for the year ended December 31, 2024 was made up of cash of $ 102,050 and options to

purchase up to 52,875 shares of the Company’s common stock.

The total cash bonus of $ 258,300 and total equity compensation bonus

of $ 202,122 are recorded within accrued expenses on the accompanying consolidated balance sheet at December 31, 2024.

The equity compensation

is valued at the grant and effective date of the options, which is January 13, 2025.

7 – Subsequent Events

as noted below, there were no material subsequent events that required recognition or additional disclosure in these consolidated financial

Financing Agreement

January 2025, the Company entered into an insurance premium financing agreement for $ 386,280 , with a term of 10 months and an annual

2 unchanged sentences

$ 31,914 over the term of the agreement, which matures in November 2025.

Settlement Agreement

In March 2025, the Company entered into an agreement

with its previous attorney to reduce the outstanding balance of legal fees to $ 240,000

(the “Settlement Agreement”) for amounts owed related to services performed prior to the year ended December 31, 2024.

Company will adjusts its accounts payable by $ 54,240

in the first quarter of 2025.

In accordance with the terms of the Settlement Agreement,

payments of $ 24,000 are due each month beginning in March 2025 through December 2025, at which time the full balance of $ 240,000 will

be satisfied.

If payments are not made timely or the Company becomes insolvent (defined as event of default in the Settlement Agreement),

interest will begin to accrue at a rate of 3.7 % per annum until all past due amounts have been paid in full.

No interest will accrue if

no event of default occurs.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data