Welcome to the special meeting for Tharimmune, Inc. Our host for today's call is Mark Wendland, Chief Executive Officer and Director. I will now turn the call over to your host. Mr. Wendland, you may begin.
Thank you, and welcome to the special meeting of shareholders of Tharimmune, Inc. My name is Mark Wendland, and I'm the Chief Executive Officer and Director. I now call the meeting to order. I will serve as the chair of this meeting, and Jacob Asbury, our Chief Financial Officer, will serve as Secretary. We are also joined by Francis H. Bird of Broadridge, who will act as the Inspector of Election. This meeting is being conducted in a listen-only mode. All participants during this special meeting will be in a listen-only mode. After the proposals have been presented, shareholders will have an opportunity to ask questions. If you have a question, please submit it using the Q&A button on your screen.
You are entitled to vote if you are a shareholder of record of the common stock as of the close of business on December 3rd, 2025, which was the record date for this meeting, or a proxy holder for a shareholder of record as of close of business on the record date. I have been advised and declare that based upon a preliminary tabulation, a quorum of our shareholders is present at this special meeting. As a result, this meeting is lawfully convened for the purpose of conducting the business indicated in the notice of special meeting and corresponding proxy statements that were made available on January 16, 2026. We will now turn to the business of the special meeting by presenting the proposals described in the notice of special meeting and our proxy statement.
We will then open the polls for voting after all items have been presented. Note that only stockholders who follow the instructions in the proxy statement or the rules of conduct for the meeting will be able to vote during the meeting. The first item of business is the election of two directors of the company. The individuals up for election are Jill E. Summers and William Wiley. Each nominee is nominated for a term that expires on the next annual meeting of stockholders, and until his or her successor is duly elected and qualified, or his or her earlier death, resignation, or removal from office. In order to be elected as a director, a nominee must receive a plurality of the votes cast by stockholders present by remote communication or represented by proxy at this meeting and entitled to a vote on the matter.
The board of directors recommends a vote in favor of each of these director nominees. We'll now move on to the second proposal. The second item of business is the approval of the issuance of shares of our common stock upon the exercise of the Strategic Advisor Warrants issued to certain strategic investors. In order for the issuance to be approved, the proposal requires a majority of the votes cast by stockholders present here or represented by proxy at this meeting and are entitled to vote on the matter. Abstentions will have the same effect as a vote against the matter. The company's board of directors recommends a vote in favor of this proposal. We will now move on to the third proposal.
The third item of business is the approval of, pursuant to Nasdaq listing rules, the issuance of shares of our common stock upon exercise of the Cryptocurrency Pre-Funded Warrants issued in connection with our November 3rd, 2025, private placement offering. This item has been covered in depth in the proxy statement. In order for the issuance to be approved, the proposal requires the affirmative vote of a majority of the votes cast by stockholders present here or by proxy at this meeting and entitled to vote on the matter. Abstentions will have the same effect as a vote against the matter. Company's board of directors recommend to vote in favor of this proposal. We will now move on to the fourth proposal.
The fourth item of business is the approval of issuance of restricted stock units granted to Clear Street, LLC, and shares of common stock upon settlement of such restricted stock units in connection with our November 3rd, 2025, private placement offering. In order for the issuance to be approved, the proposal requires an affirmative vote of a majority of the votes cast by stockholders present here or represented by proxy at this meeting and entitled to vote on the matter. Abstentions will have the same effect as a vote against the matter. The company's board of directors recommends a vote in favor of this proposal. We will now move on to the fifth proposal. The fifth item of business is the approval of an amendment to our Tharimmune, Inc.
Amended and Restated 2023 Omnibus Equity Incentive Plan to increase the number of shares available for issuance by 7 million shares. The proposed amendment has been discussed in depth in the proxy statement. In order for the amendment to be approved, the proposal requires an affirmative vote of a majority of the votes cast by stockholders present here or by proxy at this meeting and entitled to vote on the matter. Abstentions will have the same effect as a vote against the matter. The company's board of directors recommends a vote in favor of this proposal. We will now move on to the sixth proposal.
Sixth item of business is to approve one or more adjournments of the special meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies in the event there are not sufficient votes in favor of proposals one through five. In order for the adjournment to be approved, the proposal requires a majority of the votes cast by stockholders present here or represented by proxy at this meeting and entitled to vote on the matter. Abstentions will have the same effect as a vote against the matter. The company's board of directors recommends a vote in favor of this proposal, and that was the final proposal for today's meeting. The polls are now open, and we will proceed with the vote. Stockholders who have already voted do not need to vote again unless they wish to change their vote....
Your shares will be voted for in accordance with the instructions given in your proxy vote, or if no instructions was given, for all of the director nominees listed on your proxy card with respect to Proposal One for the exercise of the strategic warrants. With respect to Proposal Two, for the cryptocurrency pre-funded warrant proposal. With respect to Proposal Three, for the restricted stock issuance. With respect to Proposal Four, for the amendment to the 2023 Equity Incentive Plan. With respect to Proposal Five, and for the adjournment of the meeting with respect to Proposal Six. The management team and I are now available to answer any questions relating to the proposals. Jacob, have any questions been submitted?
No questions have been submitted.
We'll pause for approximately 30 seconds before closing the voting polls. If you wish to vote, please do so now. Since everyone has had an opportunity to cast his or her ballot, I hereby declare that the polls are closed with respect to each matter and to be voted on at this meeting. I've been advised that the Inspector of Election has completed the preliminary vote count, and the preliminary report of the Inspector of Election has been delivered to the company. Based on the preliminary vote totals, the proposal to elect two new directors to the company's board of directors has been approved. Two, the proposal to approve the issuance of shares of our common stock upon the exercise of Strategic Advisor Warrants has been approved.
Three, the proposal to approve the issuance of common shares of our common stock upon the exercise of cryptocurrency pre-funded warrants has been approved. Four, the proposal to approve the issuance of restricted stock units to Clear Street, LLC, and shares of common stock upon the settlement of such restricted stock units has been approved. Five, the proposal to amend the Tharimmune, Inc. amended and restated 2023 Omnibus Equity Incentive Plan has been approved. The Inspector of Election has also informed me that the adjournment of the meeting proposal has received the majority of the votes cast. Based on the preliminary results received on Proposals 1 through 5, I will not adjourn the meeting, as those proposals were the only business of this formal part of the special meeting and then now have heard the preliminary results of the voting.
The business of the meeting is now concluded, and I declare the special meeting adjourned. With that, ladies and gentlemen, this concludes our special meeting. I want to thank you for attending and for your interest in the affairs of Tharimmune, Inc.
This now concludes the meeting. Thank you for joining, and have a pleasant day. You may now disconnect.