Telomir acquires TELI with 34,389,710-share stock deal

Telomir Pharmaceuticals completed its acquisition of TELI Pharmaceuticals, issuing 34,389,710 restricted shares of common stock to TELI’s former shareholders.

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Form Type

8-K

Rhea-AI Filing Summary

Telomir Pharmaceuticals completed its acquisition of TELI Pharmaceuticals, issuing 34,389,710 restricted shares of common stock to TELI’s former shareholders. The share count was based on an exchange ratio derived from independent third-party valuations of both companies.

At closing, Bayshore Trust contributed $1 million to Telomir and entered into an option to pay up to $4 million more for Telomir shares if milestones are met, including FDA acceptance of an Investigational New Drug application and initiation of a Phase 1/2 study for Telomir-1. The deal consolidates all global rights to Telomir-1 under Telomir, giving it full control over development and potential commercialization across major international markets.

Insights

Telomir closes TELI acquisition, adds cash and consolidates Telomir-1 rights.

Telomir Pharmaceuticals has completed its acquisition of TELI Pharmaceuticals by issuing 34,389,710 restricted common shares based on independent valuations. This is a stock-for-stock deal, so consideration is entirely in equity rather than cash.

As part of closing, Bayshore Trust contributed $1 million to Telomir and obtained an option to invest up to $4 million more upon specific Telomir-1 milestones, including FDA acceptance of an Investigational New Drug application and the start of a Phase 1/2 trial. This adds milestone-linked funding support.

The transaction consolidates all global rights to Telomir-1 (Telomir-Zn) in a single company, eliminating prior geographic fragmentation between North American and international rights. The strategic value depends on Telomir-1’s eventual clinical and commercial progress, which will be clarified in future development updates.

8-K Event Classification

4 items: 1.01, 2.01, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Equity consideration: 34,389,710 restricted shares Initial cash contribution: $1 million Milestone option value: Up to $4 million +2 more

5 metrics

Equity consideration 34,389,710 restricted shares Shares of Telomir common stock issued to TELI’s former shareholders at closing

Initial cash contribution $1 million Amount contributed at closing by Bayshore Trust to Telomir Pharmaceuticals

Milestone option value Up to $4 million Option for Bayshore Trust to acquire Telomir shares upon Telomir-1 milestones

Ownership acquired 100% of TELI Telomir acquired full ownership of TELI Pharmaceuticals in the transaction

Key product rights Global rights to Telomir-1 Transaction makes Telomir sole holder of worldwide Telomir-1 (Telomir-Zn) rights

Key Terms

Material Definitive Agreement, restricted shares, Section 4(a)(2) of the Securities Act of 1933, Rule 506, +2 more

6 terms

Material Definitive Agreement regulatory

"Item 1.01. Entry into a Material Definitive Agreement On April 22, 2026"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

restricted shares financial

"in exchange for a total of 34,389,710 restricted shares of the Company’s common stock"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"The Shares were issued in reliance upon the exemption contained in Section 4(a)(2) of the Securities Act of 1933"

Rule 506 regulatory

"and Rule 506 promulgated thereunder."

A Securities and Exchange Commission rule that lets companies sell securities without registering them with the SEC when they meet certain conditions, commonly used for private placements. It allows issuers to raise unlimited capital from accredited investors and, in some versions, a small number of knowledgeable non‑accredited investors; one version also permits public advertising if the seller takes steps to verify investor credentials. For investors, it signals a private offering with lighter disclosure and different protections than a public stock sale, similar to buying into a private club rather than a publicly traded marketplace.

Investigational New Drug application medical

"including upon the U.S. Food and Drug Administration’s acceptance of an Investigational New Drug application for Telomir-1"

An investigational new drug application is a formal request made to regulatory authorities to begin testing a new medication in humans. It is a critical step in the drug development process, as approval indicates the drug has passed initial safety checks and can be studied further. For investors, this signals that a potential new treatment is progressing through its early testing stages, which can impact the company's future growth prospects.

Phase 1/2 clinical study medical

"and the initiation of a Phase 1/2 clinical study for Telomir-1"

A phase 1/2 clinical study is an early-stage human trial that combines two goals: first to test safety and find the right dose in a small group, and then to look for initial signs that the treatment works. For investors it’s like a prototype test drive — successful results reduce the biggest early risks, unlock value-driving milestones (funding, partnerships, larger trials) and inform how likely the program is to reach the market.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did Telomir Pharmaceuticals (TELO) complete with TELI Pharmaceuticals?

Telomir Pharmaceuticals completed its acquisition of TELI Pharmaceuticals. Telomir acquired 100% of TELI in exchange for 34,389,710 restricted shares of Telomir common stock, based on an exchange ratio derived from independent third-party valuations of both companies.

How many shares did Telomir (TELO) issue to acquire TELI Pharmaceuticals?

Telomir issued 34,389,710 restricted shares of its common stock to TELI’s former shareholders. The number of shares was determined using an exchange ratio based on independent third-party valuations of both Telomir and TELI.

What financial commitments did Bayshore Trust make in the Telomir (TELO) transaction?

At closing, Bayshore Trust contributed $1 million to Telomir. It also entered into an option to pay up to $4 million to acquire additional Telomir shares upon specific Telomir-1 milestones, including FDA IND acceptance and initiation of a Phase 1/2 clinical study.

How does the TELI acquisition affect Telomir’s rights to Telomir-1?

The acquisition makes Telomir the sole holder of global rights to Telomir-1 (Telomir-Zn). It eliminates prior geographic fragmentation between North American and international rights, giving Telomir full control over development and potential commercialization in major international markets.

Under which securities law exemptions were Telomir (TELO) shares issued in this deal?

The 34,389,710 restricted shares issued in the TELI acquisition relied on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506, which allow certain private offerings to qualified investors without a public registration.

What clinical milestones trigger Bayshore Trust’s additional option to invest in Telomir (TELO)?

Bayshore Trust’s option to pay up to $4 million for Telomir shares is tied to Telomir-1 milestones. These include U.S. Food and Drug Administration acceptance of an Investigational New Drug application and initiation of a Phase 1/2 clinical study for Telomir-1.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

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Accepted by SEC EDGAR 04/24/2026 - 09:00 AM

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): April 22, 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 1.01. Entry into a Material Definitive Agreement

On April 22, 2026, Telomir Pharmaceuticals, Inc. (the “Company”) completed its acquisition of TELI Pharmaceuticals, Inc. (“TELI”) pursuant to the previously announced merger agreement (the “Transaction”). The Transaction was previously approved by the Company’s shareholders during the Company’s annual shareholders meeting on March 23, 2026. At closing, the Company acquired 100% of TELI in exchange for a total of 34,389,710 restricted shares of the Company’s common stock, no par value issued to TELI’s former shareholders (the “Shares”). The number of shares issued was determined based on an exchange ratio derived from independent third-party valuations of both companies.

As a condition to closing, Bayshore Trust, a shareholder of TELI, contributed $1 million at closing to the Company. Additionally, Bayshore Trust entered into an option to pay up to $4 million to acquire shares of the Company upon the Company’s completion of certain milestones, including upon the U.S. Food and Drug Administration’s acceptance of an Investigational New Drug application for Telomir-1 and the initiation of a Phase 1/2 clinical study for Telomir-1 (the “Commitment Agreement”). A complete copy of the Commitment Agreement is attached hereto as Exhibit 10.1 of this Form 8-K.

The Transaction establishes Telomir as the sole holder of the global rights of Telomir-1 (Telomir-Zn), consolidating worldwide rights under a single corporate structure. The Transaction eliminates prior geographic fragmentation of the Telomir-1 (Telomir-Zn) platform and provides the Company with full control over development and potential commercialization across major international markets. Prior to the transaction, North American and international rights were held separately.

Item 2.01. Completion of Acquisition or Disposition of Assets

The information contained in Item 1.01 above is incorporated herein.

Item 3.02. Unregistered Sales of Equity Securities.

The information contained in Item 1.01 above is incorporated herein. The Shares were issued in reliance upon the exemption contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Commitment Agreement, dated April 20, 2026
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: April 24, 2026	By:	/s/ Erez Aminov
	Name:	Erez Aminov
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 25.5 KB

Telomir acquires TELI with 34,389,710-share stock deal

Rhea-AI Filing Summary