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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): January 8, 2026
TELOMIR
PHARMACEUTICALS, INC.
(Exact
Name of Registrant as Specified in its Charter)
| Florida |
|
001-41952 |
|
87-2606031 |
| (State
or Other Jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
Incorporation) |
|
File
Number) |
|
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 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On November 20, 2025, Telomir Pharmaceuticals, Inc. (the “Company”)
submitted its preliminary proxy statement on Schedule 14A to the Securities and Exchange Commission (the “SEC”) in connection
with its annual meeting of shareholders. At that time, the Company had planned to hold its annual meeting of shareholders on December
30, 2025, subject to completion of the SEC review process. The preliminary proxy statement remains under review by the SEC.
On January 8, 2026, the Company received a written notice (the “Notice”)
from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in
compliance with Nasdaq Listing Rule 5620(a), which requires listed companies to hold an annual meeting of shareholders within twelve months
of the end of their fiscal year. The Notice does not result in the immediate delisting of the Company’s securities and has no current
effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market. Pursuant to the Notice, the Company
has until February 23, 2026 to submit a plan to regain compliance with Nasdaq Listing Rule 5620(a). If Nasdaq accepts the Company’s
plan, Nasdaq may grant the Company an extension of time to evidence compliance with the Rule. The Company has communicated with Nasdaq
regarding the circumstances related to the timing of its annual meeting in connection with its compliance plan.
Following completion of the SEC review process, the Company expects to
promptly hold its annual meeting of shareholders and regain compliance with Nasdaq Listing Rule 5620(a). The Company intends to timely
submit its compliance plan and to take all necessary steps to regain compliance within the applicable cure period.
Forward-looking Statements
The Company makes forward-looking
statements in this report within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements
relate to expectations or forecasts for future events. These statements may be preceded by, followed by or include the words “may,”
“might,” “will,” “will likely result,” “should,” “estimate,” “plan,”
“project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,”
“seek,” “continue,” “target” or similar expressions. These forward-looking statements are based on
information available to the Company as of the date of this report and involve substantial risks and uncertainties. Actual results may
vary materially from those expressed or implied by the forward-looking statements herein due to a variety of factors, including the Company’s
ability to submit a plan to regain compliance satisfactory to Nasdaq; the Company’s ability to hold an annual meeting; and other
risks and uncertainties set forth in our reports filed with the SEC. The Company does not undertake any obligation to update forward-looking
statements as a result of new information, future events or developments or otherwise.
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: |
January 9, 2026 |
By: |
/s/
Erez Aminov |
| |
Name: |
Erez
Aminov |
| |
Title: |
Chief
Executive Officer |
