Telomir Pharmaceuticals, Inc. 8-K

What Happened
Telomir Pharmaceuticals, Inc. (TELO) announced it has completed its acquisition of TELI Pharmaceuticals, Inc. pursuant to the previously announced merger agreement. The transaction, which the company’s shareholders approved at the annual meeting on March 23, 2026, closed and was reported in the Form 8‑K filed April 24, 2026. At closing Telomir issued a total of 34,389,710 restricted shares of its common stock to former TELI shareholders based on an exchange ratio derived from independent third‑party valuations.

Key Details

• Telomir issued 34,389,710 restricted shares to acquire 100% of TELI. The exchange ratio was set from independent third‑party valuations.
• Bayshore Trust (a former TELI shareholder) contributed $1.0 million at closing and entered a Commitment Agreement (Exhibit 10.1) dated April 20, 2026 providing an option to invest up to an additional $4.0 million upon achievement of milestones.
• Milestones tied to the up to $4.0M option include FDA acceptance of an Investigational New Drug (IND) application for Telomir‑1 (Telomir‑Zn) and initiation of a Phase 1/2 clinical study for Telomir‑1.
• The issuance of the restricted shares was reported under Item 3.02 (unregistered sales of equity securities) in the 8‑K.

Why It Matters
The deal consolidates global rights to Telomir‑1 (Telomir‑Zn) under one company, removing prior geographic fragmentation and giving Telomir full control of development and potential commercialization worldwide. For investors, the material implications are (1) a meaningful increase in shares outstanding (34.4 million restricted shares issued), which can dilute existing ownership, and (2) near‑term non‑dilutive cash of $1.0M plus a potential up to $4.0M of milestone‑linked funding from Bayshore Trust. The Commitment Agreement and milestone triggers (including an IND acceptance and start of Phase 1/2) are key items to watch for future funding and program progress.