Telomir Pharms SEC Filings

Telomir Pharmaceuticals, Inc. reported favorable results from a full package of Good Laboratory Practice toxicology and safety pharmacology studies for its lead candidate, Telomir-1 (Zn-Telomir). The completed cardiovascular, respiratory, phototoxicity, and repeat-dose studies in in vitro systems and in rat and dog models showed Telomir-1 was generally well tolerated, with no treatment-related adverse or dose-limiting toxicities and only limited, reversible, non-adverse findings. In non-rodent dog studies, no test-article-related changes in blood pressure, heart rate, ECG parameters, or body temperature were seen after oral dosing, and oral studies showed consistent systemic exposure.

These results support advancement into first-in-human clinical trials, with no findings identified that would prevent clinical entry, subject to regulatory pathways. The company plans to submit an Investigational New Drug application in the first quarter of 2026 and aims to start first-in-human clinical studies in the first half of 2026 while continuing preclinical work in oncology and age-related diseases and preparing manuscripts and scientific conference submissions.

Telomir Pharmaceuticals, Inc. (TELO) announced new preclinical data on its investigational candidate Telomir-1 in prostate cancer models. In an in vitro study using androgen-responsive human prostate cancer LNCaP cells, Telomir-1 reduced prostate-specific antigen (PSA) levels in a dose-related manner. PSA is an FDA-recognized biomarker where higher levels generally indicate more active tumor behavior.

The company also highlighted prior mouse data in a PC3 xenograft model of aggressive, non-androgen-related prostate cancer, where Telomir-1 reduced tumor volume as a single agent, and in combination with paclitaxel achieved full tumor volume reduction without treatment-related mortality, while paclitaxel alone caused high mortality. Telomir continues preclinical development of Telomir-1 across oncology, aging biology, autism-related pathways and other age-associated conditions, and is advancing IND-enabling work toward a planned IND submission.

Telomir Pharmaceuticals, Inc. reported that Board member Craig Eagle resigned from the Board of Directors, effective November 14, 2025. The company states that his resignation was not due to any disagreement with Telomir, its management, or any other Board member. The Board expressed appreciation for his service. A copy of Mr. Eagle’s resignation letter is included as Exhibit 17.1 to this report.

Telomir Pharmaceuticals (TELO) is asking stockholders to approve a merger with private TELI Pharmaceuticals at a virtual annual meeting on December 30, 2025. The key item is authorization to issue TELO common stock and other securities in the merger equal to more than 20% of TELO shares outstanding, along with electing four directors, ratifying the auditor, amending the 2023 Omnibus Incentive Plan and bylaws, approving director option grants, and allowing adjournments.

Under the Merger Agreement, TELI stockholders will exchange their TELI shares for TELO common stock based on an exchange ratio derived from valuations of about $101.1 million for TELO and $126.8 million for TELI. Immediately after closing, pre‑merger TELO and TELI holders are expected each to own approximately 50% of TELO on a non‑diluted basis, shifting to about 59% for TELI holders on a fully diluted basis when 14,250,000 Telomir‑linked warrants at $2.00 per share are included.

TELO holds U.S. rights to the pre‑clinical drug candidate Telomir‑1, while TELI licenses major international rights, so the merger is intended to consolidate global Telomir‑1 development and commercialization within a single Nasdaq‑listed company. The board unanimously recommends voting in favor of all proposals but highlights extensive risk factors, including TELI’s lack of revenue, significant funding needs for combined operations, clinical and regulatory uncertainty, competitive pressures, and potential dilution to existing TELO stockholders.

Telomir Pharmaceuticals, Inc. (NASDAQ: TELO) reported new preclinical results showing its investigational small molecule Telomir-1 killed aggressive human leukemia (HL60) cells in vitro. The compound produced a clear, dose-dependent reduction in leukemia cell viability in this widely used model of acute myeloid leukemia.

The company links these findings to earlier research where Telomir-1 markedly reduced intracellular Fe²⁺ levels in human cell systems, with stronger cell-penetrating, iron-lowering activity than the chelator Deferoxamine at the same concentrations. Telomir-1 has also been shown to reduce abnormal DNA methylation in tumor-suppressor genes such as STAT1, CDKN2A, MASPIN, RASSF1A, CASP8, and GSTP1, and to inhibit key lysine histone demethylase (KDM2, KDM5, KDM6) enzyme families. Together, these iron-modulating and epigenetic effects support Telomir’s broader oncology research program, which already includes models of triple-negative breast, pancreatic, and aggressive prostate cancers.

Telomir Pharmaceuticals filed an 8-K reporting new preclinical results for Telomir-1. In human keratinocyte (HaCaT) cells, Telomir-1 produced a strong, dose- and time-dependent reduction of intracellular ferrous iron (Fe²⁺), with greater effect than the FDA‑approved iron chelator Deferoxamine (DFO) under equivalent conditions.

The study used FerroOrange live-cell imaging and observed lower Fe²⁺ signal at three, six, and sixteen hours, indicating cell penetration and iron‑modulating activity at low concentrations. The company also noted a zinc‑formulated version, Telomir‑Zn, designed to exchange metal ions by binding excess reactive metals such as iron and copper while contributing zinc, a cofactor for enzymes tied to antioxidant defense and DNA stability. The findings support ongoing research into metal‑ion balance, oxidative stress, and epigenetic regulation in aging and degenerative disease.

Telomir Pharmaceuticals (NASDAQ: TELO) filed its Q3 2025 10‑Q, reporting ongoing preclinical development and continued losses. Net loss was $1.1 million for the quarter and $8.4 million year‑to‑date, with no revenue. Operating costs in Q3 were $1.15 million, driven by $0.76 million in R&D and $0.39 million in G&A.

Cash rose to $7.33 million as of September 30, 2025, supported by financings: $5.55 million in ATM proceeds during the nine months and a $3.0 million related‑party equity investment at a premium. Subsequent to quarter end, the company raised an additional $1.00 million via ATM block sales. The company disclosed substantial doubt about its ability to continue as a going concern despite indicating current cash is expected to fund operations through the third quarter of 2026.

Shares outstanding were 33,830,971 at September 30, 2025 and 34,380,971 as of November 7, 2025. Telomir executed a binding LOI on October 17, 2025 to acquire TELI Pharmaceuticals, aiming to consolidate worldwide rights to Telomir‑1, with up to $5 million in potential shareholder contributions tied to milestones, subject to approvals.

Telomir Pharmaceuticals (TELO) announced new preclinical data on Telomir-1 in a mouse model of aggressive prostate cancer, focusing on DNA methylation changes in two defense genes, CASP8 (apoptosis) and GSTP1 (glutathione-based detoxification).

On Day 21, Telomir-1 was associated with reduced DNA methylation of both CASP8 and GSTP1 versus vehicle and chemotherapy, suggesting potential re-activation of apoptosis and detoxification-related gene functions. The combination of Telomir-1 and chemotherapy showed lower methylation than chemotherapy alone in this model. Rapamycin showed an initial reduction at Day 10 that partially rebounded by Day 21, while Telomir-1 continued a progressive, more sustained decrease. The company believes DNA-methylation control may be an important area of ongoing evaluation for Telomir-1 in oncology research.

Telomir Pharmaceuticals (NASDAQ: TELO) signed a binding LOI to acquire TELI Pharmaceuticals in a stock-for-stock deal, consolidating worldwide intellectual property and development rights to its lead candidate, Telomir-1.

The agreement includes up to $5 million in cash contributions from certain TELI shareholders: $1 million at closing, $2 million upon FDA acceptance of an IND, and $2 million upon initiation of a Phase 1/2 study. Shares tied to the $4 million in milestone contributions will be allocated at closing and issued upon receipt of each payment. Closing is not contingent on receiving the milestone funds.

The LOI imposes a six-month lockup on shares issued to TELI holders and is subject to due diligence, board and stockholder approvals, regulatory clearances, and definitive agreements. If completed, Telomir would hold unified global rights to Telomir-1, aiming to simplify development and partnering.