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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): December 17, 2025
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
December 15, 2025, the Compensation Committee of the Board of Directors of Telomir Pharmaceuticals, Inc. (the “Company”)
approved certain short-term and long-term incentive actions for the Company’s Chief Executive Officer, Erez Aminov. These approvals
were subsequently ratified by the full Board of Directors of the Company (the “Board”).
The
Company approved the following awards:
| 1. | 2025
Short-Term Incentive (STI) Payout
Following its evaluation of 2025 results, the Compensation Committee approved a short-term
incentive payout of $400,000, reflecting Company performance across operational execution, financing activities, and program advancement. |
| | | |
| 2. | IND Acceptance Milestone Incentive
The Compensation Committee approved a contingent milestone payout of $150,000, which will become payable upon future FDA acceptance of the Company’s IND submission for Telomir-1. No IND has been submitted to date, and this payout remains contingent on future acceptance. |
| | | |
| 3. | Transaction Advisory Award – TELI Acquisition
In recognition of Mr. Aminov’s leadership in negotiating and advancing the potential acquisition of TELI Pharmaceuticals, Inc. (“TELI”), a transaction the Board views as strategically important to the Company’s long-term expansion, the Compensation Committee and Board approved a transaction advisory award equal to 3% of the total TELI transaction value. This amount may be delivered in cash, equity, or a combination of both, at Mr. Aminov’s election and subject to the terms of the Company’s 2024 Omnibus Equity Incentive Plan. Any resulting equity awards will vest immediately upon the closing of the acquisition. |
| | | |
| 4. | CEO Base Salary Adjustment
The Compensation Committee and Board approved a base salary of $500,000, effective January 1, 2026, consistent with external benchmarking and recommendations from the Company’s independent compensation consultant. |
The
Compensation Committee has authorized Company counsel to prepare the necessary documentation and required SEC filings relating to these
actions.
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:
December 19, 2025 |
By: |
/s/
Erez Aminov |
| |
Name: |
Erez
Aminov |
| |
Title: |
Chief
Executive Officer |
