SCHEDULE: LCV Funds Report 9.99% Stake in Tharimmune

LCV Funds and related entities have reported a beneficial ownership of approximately 9.99% in Tharimmune, Inc., primarily through common stock and exercisable warrants.

Summary

• LCV Fund III, L.P., LCV Fund III GP, L.P., LCV GP III, L.L.C., LCV Fund VIII, L.P., LCV GP VIII, L.L.C., LCV Blockchain Management, LLC, Murtaza S. Akbar, and Emil Woods collectively reported beneficial ownership in Tharimmune, Inc.
• The beneficial ownership for most reporting persons is approximately 9.99% of Tharimmune's common stock.
• This ownership includes both currently held common stock and shares issuable upon the exercise of warrants within 60 days.
• A 9.99% blocker provision in the subscription agreement prevents the exercise of warrants if it would cause beneficial ownership to exceed this threshold.
• The percentage is based on 36,444,785 shares of common stock outstanding as reported in Tharimmune's Schedule 14A on December 24, 2025.
• The reporting group collectively holds 16,500,504 warrants, exercisable at $0.0001 per share, subject to the 9.99% blocker.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as moderately positive, as it indicates a significant, albeit passive, institutional investment in Tharimmune, suggesting investor confidence. However, the large number of unexercised warrants with a blocker could imply future dilution concerns.

Positives

• Significant institutional investment by LCV Funds and related entities, indicating confidence in Tharimmune's potential.
• The extremely low exercise price of $0.0001 for warrants suggests a favorable entry point for the investors on those shares.

Negatives

• The 9.99% blocker limits the immediate influence or full conversion of all warrants, potentially capping upside for the reporting persons.
• The large number of unexercised warrants (16,500,504) could lead to significant dilution if fully exercised in the future, once the blocker is removed or the outstanding share count increases substantially.

Risks

• Potential future dilution from the exercise of the remaining 16,500,504 warrants not currently counted due to the 9.99% blocker.
• The 9.99% blocker limits the reporting persons' ability to increase their stake beyond this threshold without triggering additional reporting requirements or potentially influencing control.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance from Tharimmune, Inc. It primarily reports a change in beneficial ownership by external investors.

Industry Context

StockSavvy.ai notes that significant passive stakes by investment funds like LCV Funds often signal a long-term belief in a company's potential, particularly in sectors like biotechnology or pharmaceuticals where Tharimmune likely operates (given its name 'Tharimmune'). Such filings can attract attention from other institutional investors looking for early-stage or undervalued opportunities. The 9.99% blocker is a common strategy to avoid being classified as an 'insider' or 'affiliate' and to limit regulatory burdens associated with larger stakes.

Comparison to Industry Standards

• The 9.99% beneficial ownership threshold is a standard practice for passive investors to avoid triggering more stringent reporting requirements (e.g., Schedule 13D) and potential 'control person' designations, which is common across various industries for institutional investors.
• The low warrant exercise price of $0.0001 is typical for warrants issued in certain financing rounds, often indicating a significant discount to the market price at the time of issuance, similar to venture capital or early-stage private equity investments in growth companies.

Stakeholder Impact

• Shareholders: The presence of a significant institutional investor group could be seen positively, but the potential for future dilution from warrant exercise (even with the blocker) could be a concern.
• Company (Tharimmune): The company benefits from the initial capital raise associated with the warrants and potentially from future warrant exercises, albeit at a nominal price.

Key Dates

Recommendation

The filing indicates a substantial, passive institutional stake in Tharimmune, suggesting a degree of confidence from sophisticated investors. While the 9.99% blocker limits immediate influence and the large number of warrants could lead to future dilution, the current situation doesn't present strong reasons for immediate buying or selling. Investors should hold and monitor future developments, particularly regarding the company's operational performance and any changes in the LCV Funds' stake or the warrant terms.

Keywords

Tharimmune, LCV Fund, beneficial ownership, Schedule 13G, warrants, common stock, institutional investment, equity stake, SEC filing