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

Rhea-AI Filing Summary

Telomir Pharmaceuticals (NASDAQ: TELO) filed an 8-K disclosing that on 18 July 2025 it sold 1,100,000 common shares through its at-the-market facility at an average price of $2.6045, a premium to the prior day’s close. The block trades were placed with institutional investors and executed by Rodman & Renshaw on the StockBlock platform. Gross proceeds totalled ≈$2.9 million before fees; no warrants or other equity sweeteners were issued.

The transaction immediately increases cash while modestly diluting existing shareholders via the new share issuance. Because the raise was completed at a premium and without warrant overhang, the near-term balance-sheet impact is positive, though future EPS will be spread over a larger share count.

Positive

• $2.9 million gross proceeds improve short-term liquidity.
• Shares were sold at a premium to prior close, indicating investor demand.
• Financing involved no warrants, avoiding future overhang.

Negative

• Issuance of 1.1 million new shares dilutes existing shareholders.

Insights

Financial Analyst

TL;DR: Small ATM raise nets $2.9 m at premium; cash up, dilution modest, overall neutral-positive for liquidity.

The company tapped its at-the-market program for 1.1 m shares, obtaining a premium price without warrants—a sign of institutional appetite and reduced financing risk. While the cash infusion is relatively minor, biopharma firms often need steady capital; this raise buys time without onerous terms. Share count rises, so per-share metrics will edge down, but the absence of discounts or warrant coverage limits pressure on the stock. Given the size, I view the event as liquidity-enhancing yet not transformational.

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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): July 18, 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

(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 8.01 Other Events

On July 18, 2025, Telomir Pharmaceuticals, Inc. (the “Company”), sold a total of 1,100,000 shares of its common stock, no par value, in block sales to institutional investors, at an average price of $2.6045 per share (a premium to the prior day’s close), through its at-the-market equity offering facility (the “Offering”). Gross proceeds from the Offering totaled approximately $2.9 million, prior to deducting fees and expenses. The trades for the Offering were facilitated through Rodman & Renshaw, via the StockBlock platform. The Offering did not include any warrants.

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: July 22, 2025	By:	/s/ Erez Aminov
	Name:	Erez Aminov
	Title:	Chief Executive Officer

FAQ

How many shares did Telomir Pharmaceuticals sell in the July 2025 offering?

The company sold 1,100,000 common shares through its at-the-market facility.

What price did TELO obtain for the new shares?

Shares were placed at an average price of $2.6045, a premium to the previous trading day’s close.

How much capital did Telomir Pharmaceuticals raise?

Gross proceeds were approximately $2.9 million before fees and expenses.

Were any warrants issued with this financing?

No, the offering did not include warrants; only common shares were sold.

Who facilitated the block trades for TELO’s offering?

Trades were executed by Rodman & Renshaw via the StockBlock platform.