Note 11 – Subsequent Events

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

Sale of Gravitas

On July 17, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Gravitas Collective Corp., a Delaware corporation (“Buyer”), pursuant to which the Company agreed to sell, and Buyer agreed to purchase, all of the issued and outstanding membership interests (the “Purchased Securities”) of Gravitas, (the “Gravitas Transaction”). In connection with the Gravitas Transaction, Gravitas was converted from a Delaware corporation into a Delaware limited liability company on July 16, 2026. Gravitas operates clinical-stage biotech research and development that develops therapeutic candidates for immunology and inflammation conditions. The Buyer is affiliated with Vincent LoPriore, Sireesh Appajosyula and Gary Stetz, former directors of the Company. In connection with the Gravitas Transaction, the Board of Directors has formed a special committee, consisting of independent non-interested directors to review the terms of the Gravitas Transaction to ensure it is in the best interests of the Company’s stockholders. On July 15, 2026, the Gravitas Transaction was approved by the special committee and, upon the recommendation of the special committee, the full Board of Directors voted to approve the Gravitas Transaction.

As consideration for the Purchased Securities, Buyer and Gravitas issued to the Company an unsecured promissory note in the original principal amount of $3,500,000 (the “Gravitas Note”) and agreed to pay to the Company certain development milestone payments in the event such payments become due and payable. The Gravitas Note bears interest at a rate of 15% per annum, payable in kind and compounding semi-annually, with accrued interest added to the outstanding principal balance. The Gravitas Note contains mandatory prepayment and optional prepayment mechanisms, and a maturity date of July 17, 2029. Concurrently with the execution of the Purchase Agreement, the Company also entered into release agreements with certain individuals in connection with the Gravitas Transaction. Certain assets of Gravitas relating to bispecific antibodies development (the “Oncology Program”) were retained by the Company through its subsidiary Tharimmune SPV1 LLC, pursuant to a Bill of Sale, Assignment and Assumption Agreement entered into in connection with the Gravitas Transaction. The Oncology Program assets do not have any book value and therefore are not material to the Company. The Company is evaluating next steps with regard to these assets.

The Transaction was completed on July 17, 2026.