[8-K] Telomir Pharmaceuticals, Inc. Reports Material Event

Rhea-AI Filing Summary

Telomir Pharmaceuticals (NASDAQ: TELO) signed a binding LOI to acquire TELI Pharmaceuticals in a stock-for-stock deal, consolidating worldwide intellectual property and development rights to its lead candidate, Telomir-1.

The agreement includes up to $5 million in cash contributions from certain TELI shareholders: $1 million at closing, $2 million upon FDA acceptance of an IND, and $2 million upon initiation of a Phase 1/2 study. Shares tied to the $4 million in milestone contributions will be allocated at closing and issued upon receipt of each payment. Closing is not contingent on receiving the milestone funds.

The LOI imposes a six-month lockup on shares issued to TELI holders and is subject to due diligence, board and stockholder approvals, regulatory clearances, and definitive agreements. If completed, Telomir would hold unified global rights to Telomir-1, aiming to simplify development and partnering.

Insights

Biopharma M&A analyst

Binding LOI to unify Telomir-1 rights with up to $5M staged funding.

Telomir Pharmaceuticals agreed to acquire TELI via stock-for-stock, with the exchange ratio set by an independent valuation. The transaction consolidates global IP and development rights to Telomir-1, an oral epigenetic therapy in preclinical development.

Certain TELI holders committed up to $5,000,000: $1,000,000 at closing, $2,000,000 upon FDA IND acceptance, and $2,000,000 upon Phase 1/2 initiation. Shares for the $4,000,000 in milestones are allocated at closing and issued when payments are made. Closing is not contingent on the milestone funds.

There is a six-month lockup on issued shares. Completion depends on due diligence, board and stockholder approvals, regulatory clearances, and definitive documentation; timing is not specified in the excerpt. Subsequent filings may provide details on the exchange ratio and closing mechanics.

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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

FAQ

What did Telomir Pharmaceuticals (TELO) announce?

Telomir signed a binding LOI to acquire TELI Pharmaceuticals via a stock-for-stock exchange, consolidating global rights to Telomir-1.

How much funding is tied to the TELO–TELI transaction?

Certain TELI shareholders agreed to provide up to $5 million: $1M at closing, $2M upon FDA IND acceptance, and $2M upon Phase 1/2 initiation.

Are the milestone funds required for closing the TELO deal?

No. Closing is not contingent on receipt of the $4 million milestone contributions.

What happens to shares tied to the milestone contributions?

Shares corresponding to the $4 million in milestone contributions will be allocated at closing and issued only when each payment is received.

Is there a lockup on shares issued to TELI shareholders?

Yes. The LOI provides a six-month lockup on Telomir shares issued to TELI shareholders.

What approvals are needed to complete the TELO acquisition?

Completion requires due diligence, final board and stockholder approvals, regulatory clearances, and definitive agreements.

What is the strategic goal of the TELO–TELI combination?

To unify worldwide IP and development rights for Telomir-1, simplifying global development and partnership efforts.