8-K

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): June 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.)
855 N Wolfe Street, Suite 601<br><br> <br>Baltimore, Maryland	21205
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(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 communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications<br> 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 Stock, no par value	TELO	The Nasdaq Stock Market<br> LLC

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. ☐

Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignationof Nathan Fuentes

On June 18, 2024, Telomir Pharmaceuticals, Inc. (the “Company”) and Nathen Fuentes entered into a Confidential Separation and Mutual General Release Agreement (the “Separation Agreement”) whereby both the Company and Mr. Fuentes mutually agreed that Mr. Fuentes’ employment as a Chief Financial Officer of the Company would end as of June 18, 2024. Provided that Mr. Fuentes does not revoke the acceptance of the Separation Agreement and complies with the terms therein, the Company shall (i) pay Mr. Fuentes from the date thereof an aggregate of $62,500 in equal installments over three months on the Company’ regular payroll schedule and (ii) permit any options granted to Mr. Fuentes for the purchase of shares of Company stock pursuant to the Company’s 2023 Omnibus Incentive Plan to remain exercisable until the expiration date set in such option grants. The resignation of Mr. Fuentes was not based on any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

Appointmentof Michelle Yanez

Michelle Yanez, MBA

On June 18, 2024, the Board of the Company appointed Michelle Yanez, MBA as the Chief Financial Officer, of the Company.

Below is Ms. Yanez’s biography:

Michelle Yanez, MBA has served as our part-time Corporate Controller since May 2022. Ms. Yanez has served as the Chief Financial Officer of MIRA Pharmaceuticals, Inc., a publicly traded pre-clinical-stage pharmaceutical company with two neuroscience programs targeting a broad range of neurologic and neuropsychiatric disorders (Nasdaq: MIRA) since May 2023. Ms. Yanez is a senior financial executive with over 25 years of experience in public and privately held biotech, pharmaceutical, and life science companies. Ms. Yanez’ experience includes a broad range of responsibilities in a highly complex and regulated market. She also brings deep corporate governance experience through her work with corporate boards, including audit and finance committees. From May 2002 until its acquisition in April 2022, Ms. Yanez held various leadership positions at BioDelivery Sciences International, Inc. (Nasdaq: BDSI). In her role, she led financial offerings, managed due diligence for product acquisitions and financings and managed finance documents and filings for the tender offer, leading to the acquisition of BioDelivery Sciences in April 2022. Ms. Yanez also serves as a non-employee director of Inhibitor Therapeutics, Inc. (OTCQB: INTI), a publicly traded pharmaceutical development company focused on therapeutics for certain cancers and non-cancerous proliferation disorders, since December 2022. Ms. Yanez is also Co-Founder and Chief Financial Officer of Santander Pharma Consulting, a privately held life sciences consulting firm that provides business development and commercial strategy services to pharmaceutical, medical device, and life science companies offering guidance throughout all stages of commercial development, from inception to product launch, since February 2024. Ms. Yanez earned her B.A. in Business Management from University South Florida and further distinguished her acumen with an MBA in Strategic Leadership from Rutgers School of Business, Cum Laude.

On June 18, 2024, pursuant to Ms. Yanez’s appointment as Chief Financial Officer, the Company entered into an employment agreement with Ms. Yanez (the “CFO Employment Agreement”). The CFO Employment Agreement is not for a definite time period, but rather, will continue until terminated in accordance with its terms. Pursuant to the CFO Employment Agreement, Ms. Yanez will earn $137,500 per year. Ms. Yanez shall also be entitled to a sign-on bonus for her services related to the Change of Control of the Company. In addition, Ms. Yanez shall be eligible to receive a discretionary annual bonus based on his achievement of performance objectives as mutually agreed between Ms. Yanez and the Board. The CFO Employment Agreement further provides that Ms. Yanez is entitled to receive a long-term incentive bonus and participate in any employee benefit plans that the Company has adopted or may adopt. Ms. Yanez will not receive any equity compensation in connection with his appointment as CFO of the Company.

The CFO Employment Agreement is qualified in its entirety by reference to the text of the CFO Employment Agreement, a copy of which is attached hereto as Exhibit 10.1. The CFO Employment Agreement contains standard covenants related to confidentiality, non-solicitation and non-disparagement

Ms. Yanez has not been involved in any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K. There are no family relationships between Ms. Yanez and any other director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company and there are no arrangements or understandings between her and any other persons pursuant to which she was or is to be selected as an officer.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed with this Current Report on Form 8-K:

Exhibit<br><br> <br>No.	Description
10.1	Employment Agreement by and between the Company and Michelle Yanez, dated June 18, 2024
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

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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: June 21, 2024	By:	/s/ Christopher Chapman, Jr., MD
		Christopher Chapman, Jr., MD
		Chief Executive Officer

Exhibit

EmploymentAgreement

This Employment Agreement (this “Agreement”) is made and entered into as of [___], 2024 (the “Effective Date”), by and between TELOMIR Pharmaceuticals, Inc. (the “Company”) and Michelle Yanez (“Employee”).

In consideration of the mutual promises and covenants set forth herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Company and Employee hereby agree as follows:

1.	Position of Employment.
a.	The<br> Company will employ the Employee in the position of Chief Financial Officer, Treasurer, and Secretary, and, in that position, Employee<br> will report to the Company’s Chief Executive Officer. Employee’s duties shall include (i) the duties customarily associated<br> with the positions of Chief Financial Officer, Treasurer, and Secretary, including serving as the Company’s principal financial<br> and accounting officer, and (ii) such other reasonable related duties as the Company or its Board of Directors may assign to Employee<br> from time to time (including service to subsidiaries of the Company for no additional consideration). The Company retains the right<br> to change Employee’s title, duties, and reporting relationships as may be determined to be in the best interests of the Company;<br> provided, however, that any such change shall be consistent with Employee’s training, experience, and qualifications. Employee<br> represents that she will use her reasonable best efforts to work a minimum of thirty (30) hours per week, provided, however, the<br> Employee shall have the ability to provide services to other companies owned and/or controlled by Bay Shore Trust and its affiliates.
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b.	The<br> terms and conditions of the Employee’s employment shall, to the extent not addressed or described in this Agreement, be governed<br> by the Company’s Board of Directors. In addition, the Company in its discretion may adopt a formal Policies and Procedures<br> Manual for all employees to adhere to. In the event of a conflict between this Agreement, the Board of Directors, and/or the future<br> implementation of a Policies and Procedures Manual and/or existing practices, the terms of this Agreement shall govern.
c.	Employee<br> shall devote Employee’s business time and effort sufficient to fully address the business and affairs of the Company, consistent<br> with the provisions of Section 1(a) above. The Company acknowledges that Employee is currently engaged in activities and consultancies<br> in addition to Employee’s employment relationship with the Company, and that Employee may establish additional outside relationships<br> and activities without approval by the Company so long as they do not unreasonably interfere with Employee’s duties hereunder.
2.	Term of Employment. This Agreement, and Employee’s employment hereunder, shall commence on the Effective Date and shall continue<br> until terminated in accordance with this Section 2 (the “Term of Employment”). The parties acknowledge, subject to the<br> provisions of this Section 2, that Employee’s employment with the Company is on an at-will basis, and either Company or Employee<br> may therefore terminate the Employee’s employment, with or without cause, at any time and for any reason upon the terms and<br> conditions specified in this Section 2 below.
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a.	This<br> Agreement and Employee’s employment hereunder may be terminated at any time and for any reason not constituting a Termination<br> With Cause (as defined below) upon thirty (30) days’ prior written notice by the Company to Employee (a “Termination<br> Without Cause”).
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b.	This<br> Agreement and Employee’s employment hereunder may be terminated at any time immediately for Cause (as defined below) upon written<br> notice to Employee specifying in reasonable detail the acts or omissions constituting Cause (a “Termination With Cause”).
c.	Employee<br> may terminate Employee’s employment hereunder at any time and for any reason upon no less than thirty (30) days’ prior<br> written notice to the Company.
d.	Employee<br> shall have the right to resign from employment for “Good Reason” if: (i) there is a material adverse change or material<br> diminution in Employee’s duties, responsibilities, functions, reporting lines, or title with Company, (ii) there is a material<br> reduction in the compensation payable to Employee hereunder, or (iii) there is a material breach of the provisions of this Agreement<br> by the Company. Employee cannot terminate Employee’s employment for Good Reason unless Employee has provided written notice<br> to the Company of the existence of the circumstances providing grounds for termination for Good Reason within fifteen (15) days of<br> the initial existence of such grounds, and if curable, Company has had at least thirty (30) days from the date on which such notice<br> is provided to cure such circumstances (and has failed to cure such circumstances within such period). If not curable, or if Company<br> has not, within such thirty (30) day period, cured the circumstances providing grounds for termination for Good Reason, and Employee<br> does not terminate Employee’s own employment for Good Reason within ten (10) days after the expiration of Company’s cure<br> period in the preceding sentence, Employee will be deemed to have waived Employee’s right to terminate for Good Reason with<br> respect to such grounds. A resignation that is effected in accordance with this paragraph is referred to as a “Good Reason<br> Resignation.”
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e.	In<br> the event of a Termination Without Cause or a Good Reason Resignation, the Employee shall be paid Employee’s normal monthly<br> Base Salary (as defined below) for a period of three (3) months following the effective date of termination of employment, which<br> shall constitute Employee’s full and complete entitlement to severance compensation. However, the right to receive such severance<br> compensation is conditioned upon Employee signing (and not revoking), by the twenty-first (21^st^) day after Employee’s<br> last day of payment, a general release of all claims in a form provided by the Company releasing all claims against the Company and<br> its officers, directors, stockholders, and affiliates (provided that such release shall exclude Employee’s right to receive<br> severance compensation hereunder).
f.	As<br> used herein, the term “Cause” shall mean (i) commission of a willful act of dishonesty in the course of Employee’s<br> duties hereunder or misappropriation of funds, theft, or embezzlement by Employee of Company funds or property, (ii) conviction by<br> a court of competent jurisdiction of, or plea of no contest to, a crime constituting a felony or conviction in respect of, or plea<br> of no contest to, any act involving fraud, dishonesty or moral turpitude, (iii) Employee’s gross or willful misconduct (whether<br> or not directly related to the Company or its business) or illegal conduct that impairs the performance of Employee’s duties<br> or that is injurious to the Company, including without limitation injurious to the reputation of the Company, (iv) Employee’s<br> performance under the influence of controlled substances (other than those taken pursuant to a medical doctor’s orders), or<br> continued habitual intoxication, during working hours, (v) Employee’s personal misconduct or refusal or material failure to<br> timely perform Employee’s duties and responsibilities or to timely carry out the lawful directives of Company, which, if capable<br> of being cured shall not have been cured, within thirty (30) days after Company shall have advised Employee in writing of its intention<br> to terminate Employee’s employment; provided, that such right to cure shall not apply to any subsequent act or omission of<br> a substantially similar nature or type, or (vi) Employee’s material non-compliance with the terms of this Agreement or any<br> Company policy, which, if capable of being cured, shall not have been cured within thirty (30) days after Company shall have advised<br> Employee in writing of its intention to terminate Employee’s employment for such reason.
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g.	Notwithstanding<br> any provision of this Agreement to the contrary, the obligations and commitments under Sections 5 through 10 of this Agreement shall<br> survive and continue in full force and effect in accordance with their terms notwithstanding any termination of Employee’s<br> employment for any reason or termination of this Agreement for any reason.
3.	Compensation. The Company shall pay Employee an initial base salary of $137,500 per annum beginning on the Effective Date, provided, however,<br> that if the Effective Date is a date other than the first day of such month, Employee’s Base Salary will be prorated based<br> on the number of days then remaining during such month and continuing for the remaining Term of Employment as defined in Section<br> 2 herein. The Employee’s Base Salary shall be paid monthly after the deduction of appropriate federal, state, and local withholding<br> taxes. Bonus Compensation may be paid to Employee in the discretion of the Company’s Board of Directors, including at its annual<br> review of Employee’s compensation.
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4.	Expenses. The Company will reimburse Employee for all reasonable out-of-pocket travel and other expenses incurred by Employee during the<br> Term of Employment in providing services hereunder, subject to any requirements or conditions as may be set forth in any expense<br> reimbursement policy or procedures as may be adopted from time to time by the Company. Until such time a Company Health Insurance<br> Plan is adopted, Company shall reimburse Employee for her personal and/or family health insurance cost on a monthly basis.
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5.	Disclosure of Inventions. During the Term of Employment, Employee shall promptly disclose in confidence to the Company all inventions, improvements,<br> designs, original works of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works<br> and trade secrets made or discovered by Employee that: (i) are related to, expand, continue and/or advance the Company’s Proprietary<br> Assets or the potential manufacture, formulation, use, efficacy or safety thereof; and/or (ii) are made or discovered as a direct<br> result of the performance of services hereunder (the “Inventions”). The Company’s “Proprietary Assets”<br> are defined as all discoveries, product candidates, molecules, processes, potential therapies, and/or technologies that the Company<br> treats as proprietary and/or a trade secret. Employee is hereby given written notice that, as of the date hereof, the Company’s<br> Proprietary Assets include the compound referred to as “TELORMIR-1,” which is described in patent filings. For clarity,<br> regardless of written notice, the Company’s Proprietary Assets will include any and all Inventions made or discovered by Employee<br> during the Term of Employment provided the Invention is made or discovered pursuant to subparagraph (i) or (ii) above*.*
6.	Work for Hire; Assignment of Inventions. Employee acknowledges and agrees that any copyrightable works prepared within the scope of<br> involvement with the Company are “works for hire” under the United States Copyright Act and that the Company will be<br> considered the author and owner of such copyrightable works. Employee agrees that all Inventions that: (i) are developed using equipment,<br> supplies facilities or trade secrets of the Company, (ii) result from work performed for the Company, or (iii) relate to any of the<br> Company’s Proprietary Assets will be the sole and exclusive property of, and are hereby irrevocably assigned by Employee to,<br> the Company.
7.	Assignment of Other Rights. In addition to the foregoing assignment of Inventions to the Company, Employee hereby irrevocably transfers<br> and assigns to the Company: (i) all worldwide patents, patent applications, copyrights, mask works, trade secrets and other intellectual<br> property rights in any Invention within the scope of involvement with the Company; and (ii) any and all “Moral Rights”<br> (as defined below) that Employee may have in or with respect to any Invention within the scope of involvement with the Company. Employee<br> also hereby forever waives and agrees never to assert any and all Moral Rights he may have in or with respect to any Invention, even<br> after termination of involvement with the Company. “Moral Rights” mean any rights to claim authorship of an Invention,<br> to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution<br> of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty,<br> regardless of whether or not such right is denominated or generally referred to as a “moral right.”
8.	Assistance. Employee agrees to assist the Company in every proper way to obtain for the Company and enforce patents, copyrights, mask work<br> rights, trade secret rights and other legal protections for the Company’s Inventions in any and all countries. Employee will<br> execute any documents that the Company may reasonably request for use in obtaining or enforcing such patents, copyrights, mask work<br> rights, trade secrets and other legal protections. Employee’s obligations under this paragraph will continue beyond the termination<br> of this Agreement, provided that the Company will compensate Employee at a reasonable rate after such termination for time or expenses<br> actually spent at the Company’s request on such assistance. Employee appoints the Chief Executive Officer of the Company as<br> attorney-in-fact to execute documents on Employee’s behalf for this purpose upon Employee’s review and approval of such<br> documents.
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9.	Proprietary Information. Employee understands that Employee’s participation in this Agreement with the Company creates a relationship<br> of confidence and trust with respect to any information (including Trade Secrets) that may be disclosed to Employee by or on behalf<br> of the Company that relates to the businesses, assets, or financial position of the Company or to the business, assets, or financial<br> positions of any affiliate, customer or supplier of the Company or any other party with whom the Company agrees to hold information<br> of such party in confidence (the “Proprietary Information”). Such Proprietary Information includes, but is not limited<br> to, Inventions, marketing plans, product plans, business strategies, financial information, forecasts, personnel information, customer<br> lists, domain names or any other material information, which is not generally available to the public.
10.	Confidentiality. At all times, both during the Term of Employment and at all times thereafter, Employee will keep and hold all Proprietary Information<br> in strict confidence and trust. Employee will not use or disclose any Proprietary Information without the prior written consent of<br> the Company, except as may be necessary to perform Employee’s duties for the benefit of the Company. Upon termination of Employee’s<br> involvement with the Company, Employee will promptly deliver to the Company all documents and materials of any nature pertaining<br> to Employee’s work with the Company. Employee will not take with Employee any documents or materials or copies thereof containing<br> any Proprietary Information. As used herein, the term “Trade Secret” means any technical or nontechnical data, formula,<br> pattern, compilation, program, device, method, technique, drawing, process, financial data, financial plan, product plan, list of<br> actual or potential customers or suppliers, or other information similar to any of the foregoing, which (i) derives economic value,<br> actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who<br> can derive economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances<br> to maintain its secrecy. Employee shall keep all Trade Secrets of the Company for as long as the Company maintains them as a trade<br> secret. In addition to the requirements set forth above, Employee agrees that the restrictions in this Agreement regarding the use<br> or disclosure of Proprietary Information, including, without limitation, the restrictions in this Agreement regarding the use or<br> disclosure of Trade Secrets, shall be in addition to any restrictions imposed by law in the absence of contract.
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11.	No Breach of Other Agreement. Employee represents that Employee’s performance of all the terms of this Agreement will not<br> breach any agreement with any former or current employer or other party. Employee represents that Employee will not bring with Employee<br> to the Company or use in the performance of Employee’s duties for the Company any documents or materials or intangibles of<br> a former employer or third party that are not generally available to the public or have not been legally transferred to the Company.
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12.	Injunctive Relief. Employee understands that in the event of a breach or threatened breach of this Agreement by Employee, the Company may<br> suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement.
13.	Governing Law; Severability. This Agreement will be governed by and construed in accordance with the laws of the State of Florida, without<br> giving effect to that body of laws pertaining to conflict of law. If any provision of this Agreement is determined by any court or<br> arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the<br> maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision<br> shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable<br> clause or provision had (to the extent not enforceable) never been contained in this Agreement. Notwithstanding the foregoing, if<br> the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination<br> as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then this Agreement will not be enforceable<br> against such affected party and both parties agree to renegotiate such provision(s) in good faith.
14.	Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an<br> original, and all of which together shall constitute one and the same agreement. Counterparts may be delivered via facsimile, electronic<br> mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other<br> transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective<br> for all purposes.
15.	Entire Agreement. This Agreement and the documents referred to herein or referencing this Agreement constitute the entire agreement<br> and understanding of the parties with respect to the subject matter of this Agreement, and supersede all prior understandings and<br> agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof and Employee’s<br> employment with the Company.
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16.	Amendment and Waiver. This Agreement may be amended only by a written agreement executed by each of the parties hereto. No amendment of<br> or waiver of, or modification of any obligation under this Agreement will be enforceable unless set forth in a writing signed by<br> the party against which enforcement is sought.

INWITNESS WHEREOF, the Company has caused this Employment Agreement to be signed by its officer pursuant to the authority of its Board, and the Employee has executed this Employment Agreement, as of the day and year first written above.

TELOMIR PHARMACEUTICALS, INC.
By:	Dr.<br> Chris Chapman
Title:	Chief<br> Executive Officer
	Michelle<br> Yanez, individually