8-K
Telomir Pharmaceuticals, Inc. (TELO)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Dateof Report (Date of earliest event reported): November 18, 2024
TELOMIR
PHARMACEUTICALS, INC.
(ExactName of Registrant as Specified in its Charter)
| Florida | 001-41952 | 87-2606031 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 100 SE 2^nd^ St**. Ste 2000 #1009**<br><br> <br>Miami, Florida | 33131 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’stelephone number, including area code: (813) 864-2558
NotApplicable
(FormerName or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock, $0.0001 par value per share | TELO | The<br> Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officer; Compensatory Arrangements ofCertain Officers
Resignationof Michael Jerman
On November 18, 2024, Telomir Pharmaceuticals, Inc. (the “Company”) received written notice of resignation from Michael Jerman resigning, with immediate effect, from his positions a member of the Board of Directors of the Company (the “Board”) and as Chair of the Audit Committee of the Company (the “Audit Committee”). Mr. Jerman’s resignation was due to his desire to pursue other activities, and not as a result of a disagreement with the Company.
Appointmentof Dr. Matthew Del Giudice to the Audit Committee and Matthew Pratt Whalen as Chairman of the Audit Committee
On November 20, 2024, the Board of the Company unanimously approved the appointment of Dr. Matthew Del Giudice as a member of the Audit Committee, to fill the vacancy occasioned by the resignation of Mr. Jerman. The Board of the Company also unanimously approved the appointment of Matthew Pratt Whalen as the Chairman of the Audit Committee.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TELOMIR PHARMACEUTICALS, INC. | ||
|---|---|---|
| Date:<br> November 21, 2024 | By: | /s/ Erez Aminov |
| Erez<br> Aminov | ||
| Chief<br> Financial Officer |