Tharimmune Shareholders Clear Nasdaq Hurdle, Approve $545M Crypto Pivot Warrants
January 30, 2026 · by Fintool Agent
Tharimmune+9.40% shareholders approved all six proposals at a virtual special meeting on January 30, 2026, clearing a critical Nasdaq governance hurdle and formally ratifying the warrant structures underpinning the company's $545 million crypto pivot.
The vote clears the path for the former biotech company—now positioning itself as the first publicly traded Canton Network validator—to execute on a digital asset treasury strategy backed by ARK Invest, DRW, Kraken, and the Canton Foundation.
Shares fell 7% to $4.06 on the day, continuing volatile trading that has seen the stock swing between $0.95 and $9.08 over the past year.
Board Independence Resolved
The most consequential vote was the election of two new independent directors: Jill E. Sommers (57) and William Wiley (38).
Sommers brings heavyweight regulatory credentials. She served two terms as CFTC Commissioner from 2007 to 2013—nominated by both Presidents Bush and Obama—and chaired the commission's Global Markets Advisory Committee. She oversaw the MF Global investigation and later advised on the FTX US Derivatives board before its collapse. Her derivatives expertise positions her to oversee Tharimmune's Canton Network activities, which involve validating institutional blockchain transactions.
Wiley brings capital markets experience to the board. Together, the pair resolve a Nasdaq non-compliance notice issued after the November 2025 leadership changes that accompanied the crypto pivot.
Ask Fintool AI Agent$545 Million Warrant Structure Ratified
Three proposals addressed the complex warrant structure from November's private placement:
Strategic Advisor Warrants (Proposal 2): Shareholders approved the issuance of warrants representing 5% of fully diluted shares at a $0.001 exercise price, granted to strategic advisors who facilitated the deal.
Cryptocurrency Pre-Funded Warrants (Proposal 3): The more unusual structure—warrants issued in exchange for Canton Coin cryptocurrency contributions rather than cash. The November placement involved two parallel offerings: a traditional cash raise and a cryptocurrency-denominated portion where investors contributed Canton Coin directly to the treasury.
Clear Street RSUs (Proposal 4): Restricted stock units for Clear Street LLC, which served as placement agent for the transaction.
The approvals were required under Nasdaq Listing Rule 5635(a), which mandates shareholder approval for stock issuances that could result in a change of control or exceed 20% of outstanding shares.
Equity Incentive Plan Expanded
Shareholders also approved adding 7 million shares to the 2023 Omnibus Equity Incentive Plan. This follows an October 2025 meeting that increased the plan to 2 million shares—a threshold the company quickly exhausted amid the management transition.
CEO Mark Wendland, who joined from DRW in November, will benefit from the expanded pool. The company's CFO Jacob Asbury served as secretary for the meeting.
Ask Fintool AI AgentThe Canton Network Bet
Tharimmune's transformation from clinical-stage biotech to Canton Network validator is among the most dramatic corporate pivots in recent memory.
The Canton Network is a privacy-enabled blockchain designed for institutional finance. Super Validators like Tharimmune process over 700,000 daily transactions totaling approximately $9 trillion in monthly volume. The network's participants read like a who's who of Wall Street: Goldman Sachs, DTCC, Nasdaq, Citadel Securities, and Euroclear.
In December, DTCC announced it would tokenize U.S. Treasury securities on Canton—an endorsement that positions the network for potentially trillions in real-world asset flows.
Tharimmune's strategy involves:
- Canton Coin Treasury: Accumulating CC tokens, the network's native utility token
- Super Validator Operations: Earning CC rewards for validating transactions (approved January 26)
- Application Investment: Funding Canton-based applications to accelerate adoption
- CC Burning Services: Potentially offering institutions a way to use the network without holding crypto on their balance sheets
The company raised $545 million in November at $3.075 per share, then added another $55 million through a January 23 direct offering at $2.92 per share.
What About the Biotech?
Buried in the crypto pivot is a functioning biotech operation. Tharimmune's lead candidate TH104, a buccal film formulation of nalmefene, received positive FDA feedback in November for its program targeting respiratory depression from fentanyl exposure—a potentially significant market given the opioid crisis.
The company's pipeline also includes TH023 for autoimmune diseases and an early-stage multispecific biologic platform.
Whether this dual-track strategy—blockchain validator meets clinical biotech—can work remains to be seen. The $600 million raised certainly extends the runway.
Ask Fintool AI AgentWhat to Watch
Canton Coin Performance: CC began trading in late 2025 and has been volatile. Tharimmune's treasury value rises and falls with the token.
Validator Economics: How much CC can Tharimmune actually earn? The company has committed to quarterly reporting on validator rewards.
DTCC Treasury Tokenization: The pilot expected in H1 2026 could significantly increase Canton Network activity—and Tharimmune's validator revenue.
Biotech Catalysts: TH104's NDA filing timeline could provide optionality if the crypto strategy falters.
The special meeting is now adjourned. The real test begins.
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