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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): 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 |
