Telomir Pharmaceuticals completes acquisition of TELI Pharmaceuticals for 34,389,710 shares

Telomir Pharmaceuticals, Inc. (Nasdaq: TELO) said in a Form 8-K filed April 24, 2026 that it completed its acquisition of TELI Pharmaceuticals, Inc. on April 22, 2026. The deal was made under a merger agreement the company had announced earlier. At closing, Telomir acquired 100% of TELI in exchange for a total of 34,389,710 restricted shares of its common stock, no par value, issued to TELI's former shareholders. A TELI shareholder, Bayshore Trust, also contributed $1 million to Telomir at closing.

The terms of the acquisition

The filing says Telomir's shareholders approved the transaction at the company's annual shareholders meeting on March 23, 2026. The number of shares issued was set by an exchange ratio derived from independent third-party valuations of both companies. The shares were issued under the exemption in Section 4(a)(2) of the Securities Act of 1933 and Rule 506. Item 3.02 covers these unregistered sales of equity securities.

Telomir says the transaction makes it the sole holder of the global rights to Telomir-1 (Telomir-Zn). Before the deal, North American and international rights were held separately. The company says the combination ends that split and gives it full control over development and potential commercialization across major international markets.

Bayshore Trust and the Commitment Agreement

Bayshore Trust's $1 million contribution was a condition to closing. Bayshore Trust also entered into an option, called the Commitment Agreement, to pay up to $4 million to acquire Telomir shares if the company reaches certain milestones. The filing names two of them: the U.S. Food and Drug Administration's acceptance of an Investigational New Drug (IND) application for Telomir-1, and the start of a Phase 1/2 clinical study for Telomir-1.

The Commitment Agreement is filed as Exhibit 10.1, a letter dated April 20, 2026 that calls itself the Commitment Letter. It sets out funding commitments from a major shareholder of TELI, including Bayshore Trust and related parties, which the letter calls the Participating Shareholder. The letter splits the funding into two parts. The shareholder may provide an aggregate of US $2,000,000, in cash or marketable securities valued at the time of transfer, promptly after the FDA accepts an IND application for Telomir-1. In exchange it would receive 1,492,537 shares of common stock, which is $2,000,000 divided by $1.34. The letter gives $1.34 as the closing price of Telomir's common stock on Nasdaq on April 15, 2026.

The second part is a further US $2,000,000, which the shareholder may agree to provide when a Phase 1/2 clinical study of Telomir-1 begins, in exchange for another 1,492,537 shares. The letter calls the shares from both parts the Milestone Shares. They are separate from the shares the shareholder received for its TELI stock.

The 8-K describes the arrangement as an option to pay up to $4 million. The letter says the shareholder may provide the first $2,000,000 and may agree to provide the second. The only cash the 8-K reports at closing is Bayshore Trust's $1 million.

Conditions and forfeiture

The Milestone Shares are delivered when the funding is paid. If a funding commitment is not paid within three months of its due date, the shareholder forfeits the corresponding Milestone Shares. Any securities used for payment must be freely tradable and free of encumbrances or restrictions that would materially impair their liquidity.

The obligations depend on three things: Telomir's continued good faith development of Telomir-1, the occurrence of the milestones, and compliance with applicable securities laws. The letter says it is a legally binding obligation of the shareholder and is governed by Florida law.

Who is involved

Brian McNulty signed the letter as Trustee of Bayshore Trust. Erez Aminov, Chief Executive Officer of Telomir, acknowledged and agreed to it for the company and also signed the 8-K. In its annual report on Form 10-K filed March 17, 2026, Telomir listed Erez Aminov as Chief Executive Officer and Chair, and Alan Weichselbaum as Chief Financial Officer.

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