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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): October 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
1.01. Entry into a Material Definitive Agreement
Telomir
Pharmaceuticals Executes Binding LOI for Worldwide Rights to Telomir-1, Positioning the Company for Global Market Expansion and Value
Growth
Unifying
global IP rights and enabling up to $5 million in potential shareholder contributions, the agreement strengthens Telomir’s foundation
for partnerships, licensing, and long-term value creation.
On
October 17, 2025, Telomir Pharmaceuticals, Inc. (NASDAQ: TELO) (“Telomir” or the “Company”) entered into a binding
Letter of Intent (the “LOI”) with TELI Pharmaceuticals, Inc. (“TELI”) to acquire all of the outstanding shares
of TELI through a stock-for-stock exchange (the “Transaction”). The Transaction will consolidate worldwide intellectual property
and development rights to the Company’s lead investigational candidate, Telomir-1, an oral epigenetic therapy in preclinical development
for cancer, aging, and age-related diseases.
Under
the LOI, each outstanding share of TELI common stock will be exchanged for shares of the Company’s common stock, with the exchange
ratio to be determined by an independent third-party valuation based on the relative values of Telomir and TELI. Certain TELI shareholders
have also agreed to provide a $5 million cash contribution to Telomir Pharmaceuticals in support of the Transaction and future development
activities, structured as follows: $1 million at closing, $2 million upon FDA acceptance of an Investigational New Drug (IND) application
for Telomir-1, and $2 million upon initiation of a Phase 1/2 study. Shares corresponding to the $4 million in milestone contributions
will be allocated at closing but will not be issued until the respective payments are received. The closing of the Transaction is not
contingent upon receipt of the milestone funds.
The
LOI provides for a six-month lockup period on the Telomir shares to be issued to TELI shareholders and includes customary provisions
regarding confidentiality, exclusivity, and good-faith negotiation of definitive agreements. Completion of the Transaction is subject
to mutually satisfactory due diligence, final board and stockholder approvals, regulatory clearances, and execution of definitive documentation.
The
Transaction is intended to align U.S. and ex-U.S. rights to Telomir-1 within a single public company structure, thereby simplifying global
development and partnership efforts. As a result of the Transaction, Telomir Pharmaceuticals will own the entire worldwide intellectual
property portfolio and development programs related to Telomir-1.
The
foregoing description of the LOI does not purport to be complete and is qualified in its entirety by reference to the full text of such
agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Exhibit
Description |
| 10.1 |
|
Letter of Intent, dated October 17, 2025, between Telomir Pharmaceuticals, Inc. and TELI Pharmaceuticals, Inc. |
| 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: October 20, 2025 |
By: |
/s/
Erez Aminov |
| |
Name: |
Erez Aminov |
| |
Title: |
Chief Executive Officer |
