Filing Details
- Accession Number:
- 0001641172-25-015693
- Form Type:
- 13D Filing
- Publication Date:
- 2025-06-19 20:00:00
- Filed By:
- Gravitas Capital LP
- Company:
- Tharimmune Inc.
- Filing Date:
- 2025-06-20
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Gravitas Capital LP | 0 | 394,586 | 0 | 394,586 | 394,586 | 14.83% |
| Vincent S. LoPriore | 0 | 394,586 | 0 | 394,586 | 394,586 | 14.83% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Tharimmune, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value (Title of Class of Securities) |
432705200 (CUSIP Number) |
Gravitas Capital LP 34 Shrewsbury Ave, Red Bank, NJ, 07701 646 306 2210 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/30/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 432705200 |
| 1 |
Name of reporting person
Gravitas Capital LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
394,586.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.83 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 432705200 |
| 1 |
Name of reporting person
Vincent S. LoPriore | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
394,586.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.83 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Gravitas Capital LP is a Delaware limited partnership whose sole general partner is Gravitas Capital Partners LLC. The managing member of Gravitas Partners LLC is Vincent S. LoPriore. As a result, Vincent S. LoPriore is deemed to be the indirect owner of the shares held directly by Gravitas Capital LP. Despite such shared beneficial ownership, the reporting persons disclaim that they constitute a statutory group within the meaning of Rule 13d-5(b) (1) of the Securities Exchange Act of 1934.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value |
| (b) | Name of Issuer:
Tharimmune, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
1200 ROUTE 22 EAST, BRIDGEWATER,
NEW JERSEY
, 08807. |
| Item 2. | Identity and Background |
| (a) | This Statement on Schedule 13D (this "Statement") is filed by Gravitas Capital LP and Vincent S. LoPriore (collectively, the "Reporting Persons"). |
| (b) | The principal business address of each of the Reporting Persons is 34 Shrewsbury Avenue, Red Bank, NJ, 07701. |
| (c) | See above. |
| (d) | During the past five years, none of Gravitas Capital LP, Gravitas Capital Partners LLC or Vincent S. LoPriore have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where as a result of such proceeding Gravitas Capital LP, Gravitas Capital Partners LLC or Vincent S. LoPriore was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (e) | During the past five years, none Gravitas Capital LP, Gravitas Capital Partners LLC or Vincent S. LoPriore have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where as a result of such proceeding Gravitas Capital LP, Gravitas Capital Partners LLC or Vincent S. LoPriore was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Vincent S. LoPriore is a citizen of the United States of America. Gravitas Capital LP is a Delaware limited partnership. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Gravitas Capital LP beneficially owns 394,586 shares of Common Stock which were acquired using $829,025.19 of working capital. | |
| Item 4. | Purpose of Transaction |
All of the Common Stock of the Issuer reported on this Schedule 13D was acquired in the ordinary course of business by the reporting persons for investment purposes. The reporting persons have no present plans or proposals that relate to or would result in any of the actions described in Item 4(a) through (j) of Schedule 13D. The reporting persons may evaluate on a continuing basis the investment in the Issuer and may, from time to time, acquire or dispose of Common Stock of the Issuer. Any such acquisitions or dispositions will depend upon (i) the price and availability of the Issuer's securities; (ii) subsequent developments concerning the Issuer's business and prospects and the industry in which the Issuer operates; (iii) investment policies of the reporting persons; (iv) other investment opportunities available to the reporting persons; (v) general market and economic conditions; (vi) tax considerations; and (viii) such other factors as the reporting persons may deem relevant. Any such acquisitions or dispositions may be made, subject to applicable law, in open market transactions. As with their other investments, the Reporting Persons continuously evaluate the Issuer, including, but not limited to, its businesses, operations and prospects. The Reporting Persons may engage in discussions with the Issuer and its representatives and/or other stockholders, seek to enter into a confidentiality agreement with the Issuer and/or discuss with the Issuer different strategic alternatives or changes to the Issuer's operations. There can be no certainty as to whether discussions with the Issuer will occur, the outcome of any such discussions or whether the Reporting Persons will take any actions relating to the Issuer. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Gravitas Capital LP beneficially owns 394,586.00 of the Issuer's Common Stock, or 14.83%. Vincent S. LoPriore beneficially owns 394,586.00 shares of the Issuer's Common Stock, or 14.83%. |
| (b) | Gravitas Capital LP: 394,586 shares. Vincent S. LoPriore 394,586 shares. |
| (c) | On 12/5/2024, Gravitas Capital LP acquired 104,586 shares of Common Stock at a purchase price of $2.1010. On 4/30/2025, Gravitas Capital LP exercised pre-funded warrants to purchase 290,000 shares of Common Stock at an exercise price of $0.001 per share for a total of 394,586 shares of Common Stock. |
| (d) | Vincent S. LoPriore is the Managing Member of Gravitas Capital Partners LLC, which is the General Partner to Gravitas Capital LP. Mr. LoPriore is the Executive Chairman of the Issuer. |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
To the best of the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, except that Mr. LoPriore is a partner and licensed representative with President Street Global, LLC, a FINRA registered broker-dealer, which has acted as a placement agent to the Issuer. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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