Telomir Pharms SEC Filings

Telomir Pharmaceuticals is asking stockholders to approve a merger with private company TELI Pharmaceuticals and several related governance and compensation items at a fully virtual annual meeting on March 23, 2026. The key proposal would authorize issuing Telomir common stock and other securities for the merger under Nasdaq Listing Rule 5635(a).

Under the Merger Agreement, a Telomir subsidiary will merge into TELI, which will become a wholly owned subsidiary. The exchange ratio is based on Moore Financial Consulting valuations of TELI at $126.8 million and Telomir at $101.1 million, and the total Telomir shares issued in the merger will not exceed the number of Telomir shares outstanding at closing. Immediately after closing, pre‑merger Telomir holders and pre‑merger TELI holders are each expected to own about 50% of Telomir on a non‑diluted basis.

Other proposals include electing four directors, ratifying Salberg & Company, P.A. as auditor for the year ending December 31, 2025, amending the 2023 Omnibus Incentive Plan, reducing the quorum requirement in the bylaws, approving option grants to non‑executive directors, and allowing adjournment to solicit more proxies if needed. The board unanimously recommends voting “FOR” all seven proposals and notes that merger approval is a closing condition. As of January 23, 2026, Telomir had 34,380,971 common shares outstanding and the stock closed at $1.18 on February 3, 2026.

Telomir Pharmaceuticals, Inc. is asking stockholders to approve a stock-for-stock merger with privately held TELI Pharmaceuticals, Inc., along with several related governance and compensation items, at a fully virtual annual meeting on March 16, 2026. The key item is approval to issue Telomir common stock and other securities in the Merger in an amount exceeding 20% of Telomir’s pre‑merger shares, as required by Nasdaq rules. A Telomir subsidiary will merge into TELI, making TELI a wholly owned subsidiary, with an exchange ratio based on independent valuations by Moore Financial Consulting. Immediately after closing, pre‑merger Telomir holders are expected to own about 50% of the combined company on a non‑diluted basis and TELI holders about 50%, shifting to roughly 41%/59% on a fully diluted basis after giving effect to 14,250,000 TELI warrants tied to FDA acceptance of an IND for Telomir‑1. Existing Telomir stockholders keep their current shares, Telomir remains Nasdaq‑listed under “TELO”, and the current CEO and CFO and four‑member board are expected to continue. The proxy statement highlights extensive risks, including TELI’s pre‑revenue status, Telomir’s funding needs, dependence on Telomir‑1, licensing and related‑party conflicts, regulatory uncertainty and potential dilution from the merger and warrants.

Telomir Pharmaceuticals, Inc. disclosed that Nasdaq has notified the company it is not in compliance with Nasdaq Listing Rule 5620(a), which requires listed companies to hold an annual shareholder meeting within twelve months after the end of their fiscal year. The company had planned to hold its annual meeting on December 30, 2025, but its preliminary proxy statement remains under SEC review.

Nasdaq’s notice does not immediately affect the listing or trading of Telomir’s common stock on the Nasdaq Capital Market. Telomir has until February 23, 2026 to submit a plan to regain compliance, and Nasdaq may grant additional time if it accepts that plan. After the SEC review is completed, Telomir expects to promptly hold its annual meeting and regain compliance and states it intends to take all necessary steps within the applicable cure period.

Telomir Pharmaceuticals reported new incentive arrangements for its Chief Executive Officer, Erez Aminov. Following a review of 2025 performance, the Compensation Committee approved a 2025 short‑term incentive payout of $400,000, based on operational execution, financing activities, and program advancement.

The Board also granted a $150,000 milestone award that will be paid only if the FDA accepts the Company’s future IND submission for its Telomir‑1 program; no IND has been submitted yet. In connection with the potential acquisition of TELI Pharmaceuticals, Inc., the Board approved a transaction advisory award equal to 3% of the total TELI transaction value, payable in cash, equity, or a mix, at the CEO’s election, with any equity vesting immediately at closing. In addition, the CEO’s base salary was set at $500,000 effective January 1, 2026, based on external benchmarking and advice from an independent compensation consultant.

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.