Telomir Pharmaceuticals (NASDAQ: TELO) clears Teli deal and expands equity incentive plan

Rhea-AI Filing Summary

Telomir Pharmaceuticals reported that shareholders approved several major items at the Annual Meeting held on March 23, 2026. They authorized issuing shares of common stock and other securities for the acquisition of Teli Pharmaceuticals that will exceed 20% of the company’s pre-transaction common shares. Shareholders also amended the 2023 Omnibus Incentive Plan, lifting the share reserve from 6,500,000 to 11,500,000 and permitting repricing of options and stock appreciation rights at the plan administrator’s discretion. In addition, the bylaws were amended to reduce the quorum requirement for shareholder meetings to one-third of eligible shares, all director nominees were elected, and the auditor ratification and other compensation-related proposals passed.

Positive

• None.

Negative

• Significant potential dilution from approval to issue shares and other securities exceeding 20% of pre-transaction common stock for the Teli Pharmaceuticals acquisition, combined with a 5,000,000-share increase in the 2023 Omnibus Incentive Plan reserve and new authority to reprice equity awards.

Insights

Equity & Governance Analyst

Shareholders cleared a large acquisition share issuance and expanded equity plan, raising future dilution and control considerations.

Shareholders approved issuing common stock and other securities for the Teli Pharmaceuticals acquisition that will represent more than 20% of the pre-deal common shares. This is a sizable expansion of the equity base tied to a single transaction, making the acquisition strategically and financially important.

The 2023 Omnibus Incentive Plan reserve increased from 6,500,000 to 11,500,000 shares, and the plan now allows repricing of options and stock appreciation rights as determined by the administrator. Combined with the acquisition-related issuance, this materially increases potential dilution over time.

Governance terms also shifted as the quorum requirement for shareholder actions was reduced to one-third of eligible shares. All seven proposals passed at the meeting held on March 23, 2026, so upcoming disclosures on the Teli acquisition’s terms and integration will be central to understanding the long-term impact of these approvals.

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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

Date of Report (Date of earliest event reported): March 23, 2026

TELOMIR PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)

Florida		001-41952		87-2606031
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

100 SE 2nd St, Suite 2000, #1009

Miami, Florida 33131

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (786) 396-6723

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
Common Stock, no par value		TELO		The Nasdaq Stock Market 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.

On March 23, 2026, at the Annual Meeting of the Shareholders of Telomir Pharmaceuticals, Inc. (the “Company”), the Company’s shareholders approved an amendment to the Company’s 2023 Omnibus Incentive Plan (the “Plan”) to (1) increase the number of shares reserved under the Plan from 6,500,000 to 11,500,000, and (2) to allow for the repricing of options or stock appreciation rights (“SARs”), including reducing the exercise or grant price of an outstanding options or SAR, as determined by the administrator of the Plan. Additional details about the Plan are set forth in the Company’s definitive proxy statement filed on February 19, 2026. The form of the Plan is included as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 23, 2026, at the Annual Meeting of the Shareholders of Telomir Pharmaceuticals, Inc. (the “Company”), the Company’s shareholders approved an amendment to the Bylaws of the Company to reduce the amount required for a quorum for an action by the Company’s shareholders adopted in a meeting to one-third. Copies of the amended bylaws are attached as Exhibit 3.1, to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 5.07. Submission of a Matter to a Vote of Security Holders.

On March 23, 2026, Telomir Pharmaceuticals, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The record date for stockholders entitled to notice of the Annual Meeting was January 23, 2026 (the “Record Date”). As of the Record Date, there were 34,380,971 shares of common stock, no par value per share (“Common Stock”) of the Company outstanding. Each share of Common Stock represents one vote that could be voted on each matter that came before the Annual Meeting.

At the Annual Meeting, 17,589,062 shares of Common Stock were represented and voted by proxy, constituting a quorum for the Annual Meeting. The 17,589,062 votes represented equaled approximately 51.16% of the outstanding possible votes.

At the Annual Meeting, seven proposals were submitted to the Company’s stockholders. The proposals are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on February 19, 2026. Each proposal was approved by the Company’s stockholders, including the proposal to approve the acquisition of Teli Pharmaceuticals, Inc. (the “Acquisition”).

The final voting results were as follows:

Proposal 1

The Company’s stockholders approved the issuance of shares of Common Stock or other securities of the Company in connection with the Acquisition, which will represent more than 20% of the shares of Common Stock outstanding immediately prior to the Acquisition, pursuant to Nasdaq Listing Rule 5635(a), based on the voting results set forth below.

Votes For		Votes Against		Votes Abstained		Broker Non-votes
17,022,302		116,825		35,091		414,844

Proposal 2

The Company’s stockholders elected Erez Aminov, Matthew Whalen, Edward MacPherson and Matthew Del Giudice, M.D., as directors of the Company to serve until the next Annual Meeting of Stockholders, or until his respective successor has been duly elected and qualified, based upon the voting results set forth below.

Nominee		Votes For		Votes Abstained		Broker Non-votes
Erez Aminov		17,085,766		88,452		414,844
Matthew Whalen		16,905,813		268,405		414,844
Edward MacPherson		16,906,208		268,010		414,844
Matthew Del Giudice, M.D.		16,692,605		481,613		414,844

Proposal 3

The Company’s stockholders approved the ratification of the appointment of Salberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, based upon the voting results set forth below.

Votes For		Votes Against		Votes Abstained		Broker Non-votes
17,201,263		374,046		13,753		-

Proposal 4

The Company’s stockholders approved amendments to the 2023 Omnibus Incentive Plan, based upon the voting results set forth below:

Votes For		Votes Against		Votes Abstained		Broker Non-votes
15,397,036		1,721,558		55,624		414,844

Proposal 5

The Company’s stockholders approved a proposal for an amendment to the Company’s bylaws.

Votes For		Votes Against		Votes Abstained		Broker Non-votes
15,390,044		1,766,283		17,891		414,844

Proposal 6

The Company’s stockholders approved proposals to issue certain grants of options to non-executive members of the Company’s Board of Directors.

Votes For		Votes Against		Votes Abstained		Broker Non-votes
15,295,016		1,870,669		8,533		414,844

Proposal 7

The Company’s stockholders approved a proposal to approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposals 1, 2, 3, 4, 5 and/or 6.

Votes For		Votes Against		Votes Abstained		Broker Non-votes
16,028,895		1,539,483		20,684		4,082,815

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Bylaws of Telomir Pharmaceuticals, Inc, as amended
10.1		Telomir Pharmaceuticals, Inc. 2023 Omnibus Incentive Plan, as amended
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: March 27, 2026	By:	/s/ Erez Aminov
	Name:	Erez Aminov
	Title:	Chief Executive Officer

FAQ

What did Telomir Pharmaceuticals (TELO) shareholders approve regarding the Teli acquisition?

Shareholders approved issuing shares of common stock and other securities for the Teli Pharmaceuticals acquisition that will exceed 20% of pre-transaction common shares. This authorization is required under Nasdaq Listing Rule 5635(a) for large share issuances tied to major transactions like this acquisition.

How did Telomir Pharmaceuticals change its 2023 Omnibus Incentive Plan?

Shareholders increased the 2023 Omnibus Incentive Plan share reserve from 6,500,000 to 11,500,000 shares. They also allowed repricing of options and stock appreciation rights, enabling reductions of exercise or grant prices at the administrator’s discretion for outstanding awards under the plan.

What bylaw change did Telomir Pharmaceuticals (TELO) shareholders approve?

Shareholders approved an amendment to Telomir’s bylaws that reduces the quorum requirement for shareholder actions at meetings to one-third of eligible shares. This change can make it easier for meetings to conduct official business even when participation levels are lower.

How many Telomir Pharmaceuticals shares were outstanding for the 2025 Annual Meeting?

As of the January 23, 2026 record date, Telomir had 34,380,971 shares of common stock outstanding, each entitled to one vote. This share count determined which stockholders could vote on the seven proposals presented at the 2025 Annual Meeting.

Did all proposals at Telomir Pharmaceuticals’ 2025 Annual Meeting pass?

Yes. All seven proposals received shareholder approval, including the Teli acquisition share issuance, amendments to the 2023 Omnibus Incentive Plan and bylaws, election of four directors, auditor ratification, option grants for non-executive directors, and a proposal to adjourn the meeting if additional proxies were needed.

What were the quorum and participation levels at the Telomir 2025 Annual Meeting?

At the Annual Meeting on March 23, 2026, 17,589,062 shares of common stock were represented and voted by proxy. This represented approximately 51.16% of the 34,380,971 eligible shares, satisfying the quorum requirement then in effect for conducting shareholder business.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 144.8 KB

Other Documents

• EX-3.1 EX-3.1 175.5 KB
• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB