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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 5, 2026
TELOMIR
PHARMACEUTICALS, INC.
(Exact
Name of Registrant as Specified in its Charter)
| Florida |
|
001-41952 |
|
87-2606031 |
| (State or Other Jurisdiction |
|
(Commission |
|
(IRS Employer |
| of Incorporation) |
|
File Number) |
|
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. |
PIPE
Financing
On
October 5, 2026, Telomir Pharmaceuticals, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) with various investors (the “Investors”), pursuant to which the Company agreed to issue and
sell to the Investors in a private placement (the “Private Placement”) 4,843,300 shares (the “Shares”)
of the Company’s common stock, no par value (the “Common Stock”). The securities sold to the Investors consisted
solely of Common Stock, with no accompanying investor warrants, convertible securities or variable-price or reset features. The Investors
included John Paul DeJoria, an existing significant shareholder of the Company, who invested an additional $1.0 million in the Private
Placement. Other existing shareholders and new investors also participated in the Private Placement.
The
closing of the Private Placement occurred on October 5, 2026 (the “Closing”). The purchase price of the Shares is
$1.16 per share, representing a 5% discount to the applicable 10-day volume-weighted average price of the Common Stock on the Nasdaq
Capital Market ending two days prior to the closing of the Private Placement. The total gross proceeds received by the Company from the
Private Placement, before expenses, were approximately $5.6 million. The Company intends to use the proceeds from the Private Placement
primarily to support the clinical development of Telomir-Zn, including the Company’s Phase 1/2 clinical program in advanced or
metastatic triple-negative breast cancer, as well as for working capital and general corporate purposes.
The
Purchase Agreement includes representations, warranties and covenants customary for a transaction of this type.
In
connection with the Private Placement, on October 5, 2026, the Company also entered into a registration rights agreement with the Investors
(the “Registration Rights Agreement”), pursuant to which the Company agreed, among other things, to file a registration
statement with the U.S. Securities and Exchange Commission (the “SEC”), within 30 days of the Closing, to register
the resale of the Shares, subject to the terms and conditions set forth therein.
Alexander
Capital, L.P. (“Alexander Capital”) is acting as the placement agent for the Private Placement pursuant to an engagement
letter, dated June 25, 2026 between the Company and Alexander Capital (the “Engagement Letter”). Pursuant to the Engagement
Letter, the Company agreed to pay Alexander Capital a cash fee equal to 9.0% of the aggregate gross proceeds of the Private Placement.
Based on aggregate gross proceeds of approximately $5.6 million, the aggregate cash placement agent fee payable to Alexander Capital
was approximately $455,000. The Company also agreed to reimburse Alexander Capital for its reasonable and documented accountable expenses
incurred in connection with the Private Placement, including the fees and disbursements of its counsel, subject to an aggregate cap of
$40,000 In addition, pursuant to the Engagement Letter, at the Closing the Company issued to Alexander Capital or its designees warrants
(the “Placement Agent Warrants”) to purchase an aggregate of 387,464 shares of Common Stock, representing 8.0% of
the aggregate number of Shares sold in the Private Placement. The Placement Agent Warrants have an exercise price of $1.16 per share,
equal to 100% of the purchase price per Share in the Private Placement, are exercisable for cash and expire five years following their
issuance. The Placement Agent Warrants also contain customary adjustments in connection with stock splits, stock dividends, combinations
and similar corporate events, but do not contain variable-price, down-round, full-ratchet or other price-reset provisions.
The
foregoing summaries of the Purchase Agreement and the Registration Rights Agreement do not purport to be complete and are subject to,
and qualified in their entirety by, the full text of the Purchase Agreement and the Registration Rights Agreement, copies of which are
filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The
foregoing descriptions of the Engagement Letter and the Placement Agent Warrants do not purport to be complete and are qualified in their
entirety by reference to the terms of the Engagement Letter and the Placement Agent Warrants. A copy of the Placement Warrant Agent is
filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 3.02 |
Unregistered Sales of Equity Securities. |
The
information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Private Placement and the Placement Agent Warrants
is incorporated herein by reference.
The
Shares were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) of the Securities Act of 1933,
as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated thereunder. The Investors represented
that they are “accredited investors” as defined in Rule 501(a) under the Securities Act.
| Item 7.01. |
Regulation FD Disclosure. |
On
October 6, 2026, the Company issued a press release announcing the Private Placement. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The
information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act
or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 |
Financial Statements and Other Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 4.1 |
|
Placement Agent Warrant |
| 10.1 |
|
Securities Purchase Agreement, dated October 5, 2026 |
| 10.2 |
|
Registration Rights Agreement, dated October 5, 2026 |
| 99.1 |
|
Press Release of Telomir Pharmaceuticals, Inc., dated October 6, 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: October 6, 2026 |
By: |
/s/ Erez
Aminov |
| |
Name: |
Erez Aminov |
| |
Title: |
Chief Executive Officer |
Exhibit
99.1
Telomir
Pharmaceuticals Secures $5.6 Million Financing as Billionaire Entrepreneur John Paul DeJoria Increases Investment in the Company
Common
Stock PIPE Strengthens Telomir’s Capital Position as Company Advances Telomir-Zn into Clinical Development Under FDA-Cleared IND
in Triple-Negative Breast Cancer (TNBC)
MIAMI,
Oct. 6, 2026 (GLOBE NEWSWIRE) — Telomir Pharmaceuticals, Inc. (NASDAQ: TELO), a clinical-stage biotechnology company developing
small-molecule therapeutics targeting epigenetic and metabolic drivers of cancer, today announced an approximately $5.6 million private
investment in public equity (PIPE) financing through the issuance of common stock, without any accompanying investor warrants or convertible
securities.
The
financing includes an additional $1.0 million investment from billionaire entrepreneur and existing significant shareholder John Paul
DeJoria, co-founder of John Paul Mitchell Systems and Patrón Spirits. Other existing shareholders and new investors also participated
in the financing.
DeJoria
most recently reported beneficial ownership of approximately 3.55 million shares, representing approximately 5.0% of Telomir’s
outstanding common stock. His additional $1.0 million investment further increases his investment in Telomir as the Company advances
its lead program into clinical development.
“I
have always looked for opportunities that can do the greatest good for the greatest number of people, and that is part of what attracted
me to Telomir,” said John Paul DeJoria. “Cancer continues to take an enormous toll on patients and families, and there remains
a need for new approaches that can potentially improve the way we treat this disease. Telomir is pursuing a different scientific approach,
and with the Company now moving into human clinical trials, I am pleased to increase my investment and support the team as they work
to determine what Telomir-Zn may be able to do for patients.”
Alexander
Capital, L.P. acted as placement agent for the financing. The Company expects to receive aggregate gross proceeds of approximately $5.6
million, before deducting placement agent fees and other offering expenses.
Financing
Terms
Under
the terms of the financing, Telomir issued 4,843,300 shares of common stock at a purchase price of $1.16 per share, representing a 5%
discount to the applicable 10-day volume-weighted average price (VWAP). The financing resulted in aggregate gross proceeds to the Company
of approximately $5.6 million, before deducting placement agent fees and other offering expenses.
Investors
in the financing purchased common stock at a fixed price, with no accompanying investor warrants, convertible securities, or variable-price
or reset features.
The
securities were issued in a private placement. Telomir has agreed to file a registration statement with the U.S. Securities and Exchange
Commission covering the resale of the shares issued in the financing, subject to the terms of the Registration Rights Agreement.
The
Company intends to use the net proceeds primarily to support the clinical development of Telomir-Zn, including its Phase 1/2 clinical
program in advanced or metastatic triple-negative breast cancer (TNBC), as well as for working capital and general corporate purposes.
“We
have been very deliberate about how and when we access the capital markets,” said Erez Aminov, Chairman and CEO of Telomir. “Our
strategy is to raise capital around meaningful milestones, deploy it toward value-driving objectives and progressively de-risk the program,
while remaining mindful of our existing shareholders. As Telomir enters clinical development, our focus is on execution: deploying this
capital efficiently to advance Telomir-Zn through its Phase 1/2 clinical program, generate meaningful human data and position the Company
strongly for the milestones ahead.”
Strengthening
Telomir’s Position for Clinical Execution
The
financing comes as Telomir advances Telomir-Zn, its lead investigational oral small molecule, into human clinical evaluation. The U.S.
Food and Drug Administration has cleared Telomir’s Investigational New Drug (IND) application for Telomir-Zn, enabling the Company
to proceed with its first-in-human Phase 1/2 clinical trial in patients with advanced or metastatic TNBC.
TNBC
is an aggressive form of breast cancer defined by the absence of three common therapeutic targets, estrogen receptors, progesterone receptors,
and HER2, limiting the applicability of many targeted treatments used in other forms of breast cancer. Patients with advanced or metastatic
disease continue to face a significant need for additional treatment options.
The
multicenter, open-label Phase 1/2 study is designed to move Telomir-Zn from initial human dosing through dose selection and into an efficacy-focused
expansion. The Phase 1 portion will evaluate safety, tolerability, and dose selection while also assessing pharmacodynamic biomarkers
and preliminary signals of antitumor activity. The Phase 2 expansion is designed to build on those findings with a greater focus on efficacy,
providing an initial clinical proof-of-concept assessment of Telomir-Zn in advanced or metastatic TNBC.
A
New Epigenetic Approach to Treating Cancer
Telomir-Zn
is being developed as a potentially first-in-class oral epigenetic therapy designed to modulate intracellular metal homeostasis, particularly
iron and copper, and influence gene-control pathways implicated in cancer. Preclinical studies have demonstrated inhibition of multiple
iron-dependent histone demethylases (KDMs), supporting the Company’s hypothesis that Telomir-Zn may help restore more normal epigenetic
regulation and potentially reactivate tumor-suppressor pathways that cancer has silenced.
About
Telomir Pharmaceuticals
Telomir
Pharmaceuticals, Inc. (NASDAQ: TELO) is a clinical-stage biotechnology company developing small-molecule therapeutics targeting epigenetic
and metabolic pathways implicated in cancer. The Company’s lead program, Telomir-Zn, is designed to modulate intracellular metal
homeostasis and epigenetic regulation and has received Investigational New Drug clearance from the U.S. Food and Drug Administration
for a Phase 1/2 clinical trial in patients with advanced or metastatic triple-negative breast cancer. For more information, please visit
https://telomirpharma.com/.
Forward-Looking
Statements
This
press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,”
“plan,” “can,” “could,” “would,” “may,” “will,” “believe,”
“estimate,” “forecast,” “goal,” “project,” “guidance,” “potential,”
“intend,” “seek,” “target,” and other words of similar meaning, although not all forward-looking
statements include these words.
Forward-looking
statements may include, but are not limited to, statements regarding the therapeutic potential, mechanism of action, development plans,
regulatory pathway, safety profile, clinical utility, market opportunity, and future development of Telomir-1 (Telomir-Zn) and the Company’s
other product candidates. Forward-looking statements may also include statements regarding the anticipated closing of the financing described
herein, the expected proceeds from and intended use of such proceeds, the significance of the published preclinical findings, the relevance
of such findings to the Company’s oncology development programs, the advancement of the Company’s Phase 1/2 TNBC clinical
trial, and the potential applicability of Telomir-Zn across multiple disease areas.
These
forward-looking statements are based on current expectations, estimates, forecasts, and projections, as well as management’s beliefs
and assumptions, and are subject to significant risks and uncertainties that could cause actual results to differ materially from those
expressed or implied by such statements. These risks and uncertainties include, among others, risks related to preclinical and clinical
development, the ability to obtain regulatory approvals, the outcome of future studies, reliance on third parties, intellectual property
protection, financing needs, market conditions, and the other risks identified under the heading “Risk Factors” contained
in the Company’s Annual Report on Form 10-K and the Company’s other filings with the U.S. Securities and Exchange Commission
(“SEC”).
Forward-looking
statements contained in this press release speak only as of the date hereof, and the Company undertakes no obligation to update or revise
such statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.
We
caution investors not to place undue reliance on the forward-looking statements contained in this press release. You are encouraged to
read our filings with the SEC, available at the SEC website and in the “Investors” section of our website, for a discussion
of these and other risks and uncertainties.
Private
Placement Disclosure
The
securities described in this press release are being offered and sold in a private placement and have not been registered under the Securities
Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. Accordingly, the securities may not
be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration
requirements of the Securities Act and applicable state securities laws.
The
Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission covering the resale of the shares
of common stock issued in the private placement, subject to the terms and conditions of the applicable registration rights agreement.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer,
solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such jurisdiction.
Contact
Information
Krystina
Quintana
Email:
info@telomirpharma.com
Phone:
(786) 396-6723
