TELO 8-K
Telomir Pharmaceuticals, Inc. (TELO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of Principal Executive Offices)
Registrant’s
telephone number, including area code:
Not Applicable
(Former Name 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 pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
| Pre-commencement 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 of each class | Trading Symbol | Name of each exchange on which registered | ||
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 1.01. Entry into a Material Definitive Agreement
On April 22, 2026, Telomir Pharmaceuticals, Inc. (the “Company”) completed its acquisition of TELI Pharmaceuticals, Inc. (“TELI”) pursuant to the previously announced merger agreement (the “Transaction”). The Transaction was previously approved by the Company’s shareholders during the Company’s annual shareholders meeting on March 23, 2026. At closing, the Company acquired 100% of TELI in exchange for a total of 34,389,710 restricted shares of the Company’s common stock, no par value issued to TELI’s former shareholders (the “Shares”). The number of shares issued was determined based on an exchange ratio derived from independent third-party valuations of both companies.
As a condition to closing, Bayshore Trust, a shareholder of TELI, contributed $1 million at closing to the Company. Additionally, Bayshore Trust entered into an option to pay up to $4 million to acquire shares of the Company upon the Company’s completion of certain milestones, including upon the U.S. Food and Drug Administration’s acceptance of an Investigational New Drug application for Telomir-1 and the initiation of a Phase 1/2 clinical study for Telomir-1 (the “Commitment Agreement”). A complete copy of the Commitment Agreement is attached hereto as Exhibit 10.1 of this Form 8-K.
The Transaction establishes Telomir as the sole holder of the global rights of Telomir-1 (Telomir-Zn), consolidating worldwide rights under a single corporate structure. The Transaction eliminates prior geographic fragmentation of the Telomir-1 (Telomir-Zn) platform and provides the Company with full control over development and potential commercialization across major international markets. Prior to the transaction, North American and international rights were held separately.
Item 2.01. Completion of Acquisition or Disposition of Assets
The information contained in Item 1.01 above is incorporated herein.
Item 3.02. Unregistered Sales of Equity Securities.
The information contained in Item 1.01 above is incorporated herein. The Shares were issued in reliance upon the exemption contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Commitment Agreement, dated April 20, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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. | ||
| Dated: April 24, 2026 | By: | /s/ Erez Aminov |
| Name: | Erez Aminov | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
April 20, 2026
Telomir Pharmaceuticals, Inc.
100 SE 2nd St, Suite 200, #1009
Miami, Florida 33131
Re: Funding Commitment – Telomir-1 (Major Shareholder of TELI Pharmaceuticals, Inc. (“TELI”), including Bayshore Trust and related parties)
Dear Sir or Madam,
This letter (the “Commitment Letter”) sets forth the understanding and agreement of a undersigned certain major shareholder of TELI (the “Participating Shareholder”), with respect to certain funding commitments in support of the development of Telomir Pharmaceuticals, Inc.’s (“Telomir”) product candidate, Telomir-1.
| 1. | Funding Commitment Upon IND Acceptance
The Participating Shareholder acknowledges their intention to support the continued development of Telomir-1 (Telomir-Zn) and, in connection therewith, may provide to Telomir an aggregate amount of Two Million U.S. Dollars (US $2,000,000), in the form of either cash or marketable securities (valued at the time of transfer), promptly following the U.S. Food and Drug Administration’s acceptance of an Investigational New Drug (IND) application for Telomir-1 (the “Initial Funding Commitment”) in exchange for 1,492,537 shares of common stock of the Company, or $2,000,000 divided by $1.34, or the closing price on the Nasdaq Stock Exchange of the Company’s common stock on April 15, 2026 (the “Initial Shares”). |
| 2. | Funding Commitment Upon Initiation of Phase 1/2 Study
The Participating Shareholder acknowledges its intention to support the continued development of Telomir-1 (Telomir-Zn) and, in connection therewith, may agree to provide an additional aggregate amount of Two Million U.S. Dollars (US $2,000,000), in the form of either cash or marketable securities (valued at the time of transfer), upon the initiation of a Phase 1/2 clinical study for Telomir-1 (the “Second Funding Commitment, and together with the First Funding Commitment, the “Funding Commitment”) in exchange for an additional 1,492,537 shares of common stock of the Company, or $2,000,000 divided by $1.34, or the closing price on the Nasdaq Stock Exchange of the Company’s common stock on April 15, 2026 (the “Second Shares” and together with the Initial Shares, the “Milestone Shares”). |
| 3. | Receipt of Milestone Shares |
The Milestone Shares shall be delivered to the Participating Shareholder upon the payment of the Funding Commitment. The Participating Shareholder understands that if a Funding Commitments is not paid within three months from their due date, the Shareholder shall forfeit their corresponding Milestone Share amount. The Company and the Participating Shareholder acknowledge that the Milestone Shares shall be distinct and separate from those shares of the Company received by the Participating Shareholder in exchange for the Participating Shareholder’s shares of TELI in connection with the Company’s purchase of TELI.
| 4. | Form and Allocation of Contributions |
The Participating Shareholder shall determine with the Company the form of any contributions contemplated under this Commitment Letter. Any such contributions, if made, may be in cash, marketable securities, or a combination thereof (valued at the time of transfer), provided that any such securities are freely tradable and not subject to any encumbrances or restrictions that would materially impair their liquidity.
| 5. | Conditions |
The obligations set forth herein are contingent upon:
| ○ | The continued development of Telomir-1 by Telomir in good faith; | |
| ○ | The occurrence of the specified milestones described above; and | |
| ○ | Compliance with applicable securities laws and regulations. |
| 6. | Binding Nature |
This Commitment Letter constitutes a legally binding obligation of the Shareholder, enforceable in accordance with its terms.
| 6. | Governing Law |
This Commitment Letter shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.
| 7. | Miscellaneous |
This Commitment Letter may be executed in counterparts and delivered electronically. Any amendments must be in writing and signed by all parties.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the undersigned have executed this Commitment Letter as of the date first written above.
| Sincerely, | ||
| Bayshore Trust | ||
| /s/ Brian McNulty | ||
| Name: | Brian McNulty | |
| Its: | Trustee | |
| Acknowledged and Agreed: | ||
| Telomir Pharmaceuticals, Inc. | ||
| By: | /s/ Erez Aminov | |
| Name: | Erez Aminov | |
| Title: | Chief Executive Officer | |