Telomir Pharmaceuticals, Inc. SEC Filings

Telomir Pharmaceuticals reported that shareholders approved several major items at the Annual Meeting held on March 23, 2026. They authorized issuing shares of common stock and other securities for the acquisition of Teli Pharmaceuticals that will exceed 20% of the company’s pre-transaction common shares. Shareholders also amended the 2023 Omnibus Incentive Plan, lifting the share reserve from 6,500,000 to 11,500,000 and permitting repricing of options and stock appreciation rights at the plan administrator’s discretion. In addition, the bylaws were amended to reduce the quorum requirement for shareholder meetings to one-third of eligible shares, all director nominees were elected, and the auditor ratification and other compensation-related proposals passed.

Telomir Pharmaceuticals, Inc. files its annual report for the year ended December 31, 2025, describing a preclinical-stage biotech focused on Telomir-1, a small molecule targeting metal-ion dysregulation, oxidative stress, epigenetics, mitochondrial function, and telomere integrity to address aging and age-related diseases.

The company has no revenues, an accumulated deficit of $41.0 million as of December 31, 2025, and its auditors raise substantial doubt about its ability to continue as a going concern. Telomir plans to submit an IND for Telomir-1 in 2026 and then start a Phase 1/2 trial, subject to regulatory and funding constraints.

Telomir relies on a related-party license from MIRALOGX for U.S. rights to Telomir-1, paying an 8% royalty on net sales and certain milestone revenue, while foreign rights remain with MIRALOGX. A pending merger with TELI Pharmaceuticals, Inc. is expected to align worldwide Telomir-1 rights under one public company, with TELI shareholders receiving one Telomir share per TELI share.

Telomir Pharmaceuticals, Inc. is asking its stockholders to approve a merger with TELI Pharmaceuticals, Inc., with a virtual annual meeting scheduled for March 23, 2026. The Merger would issue TELO common stock as consideration based on an Exchange Ratio derived from valuations prepared by Moore.

The Exchange Ratio is based on a $126.8 million valuation for TELI and a $101.1 million valuation for TELO, and the parties expect pre‑Merger holders of each company to own approximately 50% of the combined company immediately after closing. Shares of TELO Common Stock outstanding as of the record date were 34,380,971 as of January 23, 2026. Proposal No. 1 (the Merger Proposal) is a condition to closing.

Telomir Pharmaceuticals, Inc. reported new preclinical in vitro results for its investigational compound Telomir-1 (Telomir-Zn) in human triple-negative breast cancer (TNBC) cell lines. Telomir-Zn showed near-complete tumor cell mortality at 72 hours in the MDA-MB-468 model and significant partial reductions in viable tumor cells in the HCC70 and MDA-MB-231 models.

The company also found that adding supplemental iron reduced Telomir-Zn–induced tumor cell mortality, which it interprets as supporting an iron-dependent mechanism consistent with previously disclosed intracellular metal-modulating activity. Additional TNBC lines (BT-549 and HCC1806) are under evaluation, and a TNBC mouse xenograft study is being prepared in a mammalian system.

Telomir referenced earlier zebrafish xenograft work where Telomir-Zn achieved statistically significant reductions in tumor growth and metastasis in select TNBC models. It reiterated that it is continuing IND-enabling activities and anticipates submitting an Investigational New Drug application in the first quarter of 2026, after previously completing GLP safety and toxicology studies in rats and dogs without treatment-related adverse toxicity.

Telomir Pharmaceuticals, Inc. shareholder John Paul DeJoria, as trustee of the John Paul DeJoria Family Trust and in his individual capacity, reports beneficial ownership of 3,245,000 shares of common stock, representing 9.438% of the class. He has sole power to vote and dispose of all these shares, with no shared voting or dispositive power. The filing states that the securities were not acquired and are not held for the purpose of changing or influencing control of Telomir, indicating a passive investment intent under the Schedule 13G framework.

Telomir Pharmaceuticals, Inc. reported new preclinical cellular data on its lead investigational compound Telomir-1, studied as Telomir-Zn. In collaboration with Smart Assays Biotechnologies, Telomir-Zn was shown to rapidly and dose-dependently increase intracellular zinc and reduce labile ferrous iron within about 30 minutes, with effects sustained for two hours and without loss of cell viability.

The coordinated metal redistribution suggests a potential mechanism that may lower oxidative stress and support genomic and epigenetic stability, processes implicated in both cancer and aging. The company is advancing additional preclinical programs in triple-negative breast cancer and longevity models and currently plans to submit an Investigational New Drug application in the first quarter of 2026.

Telomir Pharmaceuticals is asking stockholders to approve a merger with private company TELI Pharmaceuticals and several related governance and compensation items at a fully virtual annual meeting on March 23, 2026. The key proposal would authorize issuing Telomir common stock and other securities for the merger under Nasdaq Listing Rule 5635(a).

Under the Merger Agreement, a Telomir subsidiary will merge into TELI, which will become a wholly owned subsidiary. The exchange ratio is based on Moore Financial Consulting valuations of TELI at $126.8 million and Telomir at $101.1 million, and the total Telomir shares issued in the merger will not exceed the number of Telomir shares outstanding at closing. Immediately after closing, pre‑merger Telomir holders and pre‑merger TELI holders are each expected to own about 50% of Telomir on a non‑diluted basis.

Other proposals include electing four directors, ratifying Salberg & Company, P.A. as auditor for the year ending December 31, 2025, amending the 2023 Omnibus Incentive Plan, reducing the quorum requirement in the bylaws, approving option grants to non‑executive directors, and allowing adjournment to solicit more proxies if needed. The board unanimously recommends voting “FOR” all seven proposals and notes that merger approval is a closing condition. As of January 23, 2026, Telomir had 34,380,971 common shares outstanding and the stock closed at $1.18 on February 3, 2026.

Telomir Pharmaceuticals, Inc. is asking stockholders to approve a stock-for-stock merger with privately held TELI Pharmaceuticals, Inc., along with several related governance and compensation items, at a fully virtual annual meeting on March 16, 2026. The key item is approval to issue Telomir common stock and other securities in the Merger in an amount exceeding 20% of Telomir’s pre‑merger shares, as required by Nasdaq rules. A Telomir subsidiary will merge into TELI, making TELI a wholly owned subsidiary, with an exchange ratio based on independent valuations by Moore Financial Consulting. Immediately after closing, pre‑merger Telomir holders are expected to own about 50% of the combined company on a non‑diluted basis and TELI holders about 50%, shifting to roughly 41%/59% on a fully diluted basis after giving effect to 14,250,000 TELI warrants tied to FDA acceptance of an IND for Telomir‑1. Existing Telomir stockholders keep their current shares, Telomir remains Nasdaq‑listed under “TELO”, and the current CEO and CFO and four‑member board are expected to continue. The proxy statement highlights extensive risks, including TELI’s pre‑revenue status, Telomir’s funding needs, dependence on Telomir‑1, licensing and related‑party conflicts, regulatory uncertainty and potential dilution from the merger and warrants.

Telomir Pharmaceuticals, Inc. disclosed that Nasdaq has notified the company it is not in compliance with Nasdaq Listing Rule 5620(a), which requires listed companies to hold an annual shareholder meeting within twelve months after the end of their fiscal year. The company had planned to hold its annual meeting on December 30, 2025, but its preliminary proxy statement remains under SEC review.

Nasdaq’s notice does not immediately affect the listing or trading of Telomir’s common stock on the Nasdaq Capital Market. Telomir has until February 23, 2026 to submit a plan to regain compliance, and Nasdaq may grant additional time if it accepts that plan. After the SEC review is completed, Telomir expects to promptly hold its annual meeting and regain compliance and states it intends to take all necessary steps within the applicable cure period.