Failure to Satisfy Listing Rule (Form 8-K)

Item3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 1, 2025, Tharimmune, Inc., (the "Company") received a notice (the "Notice") from the Listing Qualifications staff of Nasdaq notifying the Company that the Company's stockholders equity as reported in its Annual Report on Form 10-K for the period ended December 31, 2024 (the "2024 10-K"), did not satisfy the continued listing requirements under Nasdaq Listing Rule 5550(b)(1) for the Nasdaq Capital Market, which requires that a listed company's stockholder equity be at least $2,500,000. In its 2024 10-K, the Company reported stockholders' equity of $1,307,642, and, as a result, does not currently satisfy Nasdaq Listing Rule 5550(b)(1).

The Notice has no immediate effect on the Company's listing on the Nasdaq Capital Market. In accordance with Nasdaq rules, the Company has 45 calendar days from the date of the notification to submit a plan to regain compliance with Nasdaq Listing Rule 5550(b)(1). The Company intends to submit a compliance plan within 45 days of the date of the notification and will evaluate available options to resolve the deficiency and regain compliance. If the Company's compliance plan is accepted, the Company may be granted up to 180 calendar days from April 1, 2025, to evidence compliance.