Note 6 – Stock Based Compensation

Incentive Plans and Options

Under the Company’s 2017 Stock Incentive Plan (the “2017 Plan”) the Company could 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 261 shares of the Company’s common stock could be issued pursuant to the 2017 Plan.

The Company granted options to acquire 255 shares of common stock at $4,950 per share under the 2017 Plan. During the year ended December 31, 2025, options to acquire 135 shares of common stock were forfeited. At December 31, 2025 and 2024, there were options outstanding to acquire 120 and 255 shares of common stock, respectively. As of December 31, 2025 and 2024, all such options were fully vested, and had a weighted average remaining contractual life of approximately 1.8 and 3.2 years, respectively.

In July 2019, the Company authorized the 2019 Stock Incentive Plan (the “2019 Plan”). Under the 2019 Plan, the Company could 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.

As of both December 31, 2025 and 2024, the Company had granted options to acquire 10,452 shares of common stock under the 2019 Plan, of which 4,940 were exercised. There were 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 at December 31, 2024. During the year ended December 31, 2025, options to acquire 4,619 shares of common stock were forfeited. There are stock options outstanding to acquire 893 shares of common stock with a weighted-average exercise price of $1,011.03 and weighted average contractual terms of 4.4 years at December 31, 2025.

On August 17, 2023, the Company authorized the Tharimmune, Inc., Inc. 2023 Omnibus Incentive Plan (as amended, the “2023 Plan”). Under 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, there were 6,934 shares of the Company’s common stock available to be issued pursuant to the 2023 Plan. Under an amendment and restatement to the 2023 Plan approved by the Company’s stockholders on May 14, 2024, a total of up to 173,600 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 shares of the Company’s common stock were added to the 2023 Plan. Further, effective June 10, 2025, the shareholders approved an amendment to the 2023 Plan, increasing the 2023 Plan by 520,314 shares, to a total of 792,602 shares available under the 2023 Plan. Finally, effective October 9, 2025, the shareholders approved an additional amendment to the 2023 Plan, increasing the 2023 Plan by 1,207,398 shares, to a total of 2,000,000 shares available under the 2023 Plan.

During the years ended December 31, 2025 and 2024, the Company granted 823,833 and 102,853 options to acquire shares of common stock under the 2023 Plan, respectively. During the year ended December 31, 2025, options to acquire 145,992 shares of common stock were forfeited. During the year ended December 31, 2025, options to acquire 125,000 shares were exercised for proceeds of $166,250. At December 31, 2025 and 2024, 802,671 and 70,412 shares of common stock remained available for issuance under the 2023 Plan, respectively. As of December 31, 2025 and December 31, 2024, there were stock options outstanding to acquire 656,029 and 103,188 shares of common stock with a weighted-average exercise price of $1.94 and $3.11, respectively, and weighted-average contractual terms of 9.6 years and 9.6 years, respectively. In September 2025, the compensation committee of the Board approved accelerating the vesting of options to purchase approximately 258,000 shares of common stock, resulting in additional non-cash stock-based compensation of approximately $0.2 million.

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

 Schedule of Stock Option Activity

The fair value of stock option awards is estimated at the date of grant using the Black-Scholes option-pricing model. The estimated fair value of each stock option is then expensed over the requisite service period, which is generally the vesting period (ranging between immediate vesting and four years). The determination of fair value using the Black-Scholes model is affected by the Company’s share price as well as assumptions regarding a number of complex and subjective variables, including expected price volatility, expected life, risk-free interest rate and forfeitures. Forfeitures are accounted for as they occur.

Stock options granted during the years ended December 31, 2025 and 2024 were valued using the Black-Scholes option-pricing model with the following weighted-average assumptions:

 Schedule of Options Weighted Average Assumptions

The weighted-average grant date fair value of stock options granted during years ended December 31, 2025 and 2024 was approximately $1.35 and $2.23, respectively. The weighted-average fair value of stock options vested during the years ended December 31, 2025 and 2024 was approximately $2.24 and $16.38, respectively.

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

 Schedule of Stock-Based Compensation Expense

As of December 31, 2025, there was no unrecognized compensation expense related to non-vested options.

Warrants

In 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, 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. The exercise price of the warrants is subject to standard anti-dilutive 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 anti-dilution rights.

In connection with the June 2024 PIPE Offering as described in Note 5 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 39,573 shares of the Company’s common stock, exercisable at $3.06 per share. The June 2024 Pre-Funded Warrants were immediately exercisable and are fully exercised as of December 31, 2025. The June 2024 PIPE Warrants and were immediately exercisable and are able to be exercised until five and one-half years from the issuance date, or December 21, 2029. The June 2024 Placement Agent Warrants were exercisable six months from the date of issuance and are able to be exercised until five and one-half years from the issuance date, or December 21, 2029. As of December 31, 2025 and 2024, 452,253 and 368,533 of the June 2024 Pre-Funded Warrants have been exercised, respectively, 229,430 and 0 of the June 2024 PIPE Warrants have been exercised, respectively, and none of June 2024 Placement Agent Warrants have been exercised.

In connection with the December 2024 PIPE Offering as described in Note 5 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, the December 2024 Warrants to purchase 480,721 shares of the Company’s common stock at an exercise price of $2.030, and the December 2024 Placement Agent Warrants to purchase up to 57,687 shares of the Company’s common stock, exercisable at $2.031 per share. The December 2024 Pre-Funded Warrants were immediately exercisable and are fully exercised as of December 31, 2025. The December 2024 Warrants and December 2024 Placement Agent Warrants are exercisable six months from the date of issuance and are able to be exercised until five and one-half years from the issuance date, or December 9, 2030. As of December 31, 2025 and 2024, 491,157 and 0 of the December 2024 Pre-Funded Warrants have been exercised, respectively, 317,673 and 0 of the December 2024 Warrants have been exercised, respectively, and none of the December 2024 Placement Agent Warrants have been exercised as of December 31, 2025 and 2024.

In connection with the June 2025 PIPE Offering as described in Note 5 to the consolidated financial statements, the Company issued the June 2025 Pre-Funded Warrants to purchase 137,838 shares of the Company’s common stock at an exercise price of $0.001, the June 2025 Series A Warrants to purchase 1,689,189 shares of the Company’s common stock at an exercise price of $1.29, the June 2025 Series B Warrants to purchase 844,570 shares of the Company’s common stock at an exercise price of $3.00, the June 2025 Series A Placement Agent Warrants to purchase 118,243 shares of the Company’s common stock at an exercise price of $1.29, and the June 2025 Series B Placement Agent Warrants to purchase 59,119 shares of the Company’s common stock at an exercise price of $3.00. The June 2025 Pre-Funded Warrants were immediately exercisable and are fully exercised as of December 31, 2025. The June 2025 Series A and B Warrants and the June 2025 Series A and B Placement Agent Warrants are exercisable six months from the date of issuance and are able to be exercised until five and a half years from the issuance date, or June 13, 2031. On October 1, 2025, the June 2025 Series A and B Warrant agreements were amended to be exercisable immediately and are able to be exercised until five and one-half years from the issuance date. As of December 31, 2025, 137,838 of the June 2025 Pre-Funded Warrants have been exercised, 824,327 of the June 2025 Series A Warrants have been exercised, and 114,862 of the June 2025 Series B Warrants, and none of the June 2025 Series A Placement Agent Warrants or the June 2025 Series B Placement Agent Warrants have been exercised.

In connection with the July 2025 Direct Offering as described in Note 5 to the consolidated financial statements, the Company issued the July 2025 Direct Pre-Funded Warrants to purchase 559,910 shares of the Company’s common stock at an exercise price of $0.001, and the July 2025 Private Placement Warrants to purchase 974,241 shares of the Company’s common stock at an exercise price of $1.66. The July 2025 Direct Pre-Funded Warrants were immediately exercisable and fully exercised as of December 31, 2025. The July 2025 Private Placement Warrants are exercisable six months from the date of issuance and are able to be exercised until five and one-half years from the issuance date, or July 23, 2031. On October 1, 2025, the July 2025 Direct Warrant agreements were amended to be exercisable immediately and are able to be exercised until five and one-half years from the issuance date. As of December 31, 2025, 559,910 of the July 2025 Direct Pre-Funded Warrants have been exercised and 229,719 of the July 2025 Private Placement Warrants have been exercised.

In connection with the July 2025 PIPE Offering as described in Note 5 to the consolidated financial statements, the Company issued the July 2025 Pre-Funded Warrants to purchase 103,490 shares of the Company’s common stock at an exercise price of $0.001, the July 2025 Warrants to purchase 744,680 shares of the Company’s common stock at an exercise price of $1.52, and the July 2025 Placement Agent Warrants to purchase 52,128 shares of the Company’s common stock at an exercise price of $1.66. The July 2025 Pre-Funded Warrants were immediately exercisable and are fully exercised as of December 31, 2025. The July 2025 Warrants and the July 2025 Placement Agent Warrants are exercisable six months from the date of issuance and are able to be exercised until five and one-half years from the issuance date, or July 25, 2031. On October 1, 2025, the July 2025 Private Placement Warrants were amended to be exercisable immediately, and are able to be exercised until five and one-half years from the issuance date. As of December 31, 2025, 103,490 of the July 2025 PIPE Pre-Funded Warrants have been exercised, 699,088 of the July 2025 Warrants, and none of the July 2025 Placement Agent Warrants have been exercised.

In connection with the August 2025 Direct Offering as described in Note 5 to the consolidated financial statements, the Company issued the August 2025 Direct Pre-Funded Warrants to purchase 983,111 shares of the Company’s common stock at an exercise price of $0.001. The August 2025 Direct Pre-Funded Warrants were immediately exercisable and as of December 31, 2025, all 983,111 of the August 2025 Direct Pre-Funded Warrants have been exercised.

In connection with the Cash Securities Purchase Agreements as described in Note 5 to the consolidated financial statements, the Company issued the Cash Pre-Funded Warrants to purchase 6,351,021 shares of Common Stock at an exercise price of $0.001. Each of the Cash Pre-Funded Warrants is immediately exercisable for one share of Common Stock subject to certain beneficial ownership limitations set forth therein.

In connection with the Cryptocurrency Securities Purchase Agreements as described in Note 5 to the consolidated financial statements, the Company issued the Cryptocurrency Pre-Funded Warrants to purchase 145,105,094 shares of Common Stock. The exercise of the Cryptocurrency Pre-Funded Warrants into Common Stock was subject to shareholder approval, and was approved on January 30, 2026 at a special meeting.

In conjunction with the Cash Securities purchase Agreements and the Cryptocurrency Securities Purchase Agreements, the Company issued strategic advisor warrants to purchase up to 10,318,215 shares of the Company’s common stock, exercisable at $0.001 per share (the “November 2025 Strategic Advisor Warrants”)

Terms of the warrants outstanding at December 31, 2025 are as follows:

 Schedule of Warrants

Restricted Stock Units

During the year ended December 31, 2025, as stock-based consideration for consulting services, the Company granted restricted stock units (“RSUs”) under the 2023 Plan representing the right to receive 35,000 shares of the Company’s common stock. The RSUs will 100% vest on June 30, 2026, provided that the grantee remains a consultant of the Company. Also during the year ended December 31, 2025, as stock-based consideration for services, the Company granted restricted stock units (“RSUs”) under the 2023 Plan representing the right to receive 375,000 shares of the Company’s common stock that vested 100% immediately.

The grant date fair value of an RSU represents the closing price of the Company’s common stock on the date of grant. For those not vesting immediately, the estimated fair value of each RSU is then expensed over the requisite service period, which is generally the vesting period.

The total stock compensation expense related to RSUs for the year ended December 31, 2025 was $1,206,349. The total estimated fair value of RSUs at December 31, 2025 was $1,230,503, of which $24,154 remains to be vested quarterly through June 30, 2026. As of December 31, 2025, there are 35,000 outstanding unvested RSUs, which will fully vest on June 30, 2026.

Termination Agreement

In connection with the resignation of a board member, effective June 23, 2025, 6,300 shares of the Company’s common stock were issued as stock-based compensation at an estimated fair value of $8,253, included in the RSU related stock compensation expense.