aibioTelomir Pharmaceuticals raises $3 million in private placement with largest shareholder's trust
Tickers TELO
Telomir sold 1 million restricted shares at $3.00 each to The Bayshore Trust, an entity affiliated with its largest shareholder. The price is 18% above the $2.54 closing price on the day of signing, and an earlier insider purchase in December 2024 was made at $7.00 a share.
Key facts
- Company
- Telomir Pharmaceuticals, Inc. (NASDAQ: TELO)
- News type
- Financings
- Primary source
- Telomir Pharmaceuticals, Inc. Form 8-K filed May 21, 2025 (SEC EDGAR)
Telomir Pharmaceuticals, Inc. (Nasdaq: TELO) raised $3 million on May 19, 2025 through a direct investment by The Bayshore Trust, an entity affiliated with the company's largest shareholder. The company disclosed the sale in a Form 8-K filed May 21, 2025 under Item 3.02 and Item 8.01. Erez Aminov, its chief executive officer, signed the filing. The company's principal executive offices are in Miami, Florida.
Terms and price
Telomir issued 1 million restricted shares of common stock, no par value, at $3.00 each. The company describes the deal as a straight restricted common stock sale, with no warrants, no discounts and no convertible features. Restricted shares cannot be freely resold until a registration or an exemption allows it.
The $3.00 price is an 18% premium to the $2.54 closing price on the date of execution. The company's announcement says the deal signals insider conviction. The premium is measured against a single day's close, and the filing gives no other valuation.
Telomir claims an exemption under Section 4(a)(2) and Regulation D. It says the sale was not a public offering, that the buyer is an accredited investor acquiring the shares for investment, and that it restricted transfer of the securities. The 8-K names no placement agent, underwriter, financial adviser or law firm for the sale.
The earlier insider purchase
The sale follows a $1 million equity investment at $7.00 a share made on December 9, 2024 through The Starwood Trust, which is also affiliated with the largest shareholder. The May price is well below that earlier purchase price, and the 8-K does not explain the difference.
The 8-K says the new money complements an existing $5 million non-dilutive line of credit from the same group, which remains undrawn.
Going concern and the path to an IND
The annual report for 2024, filed February 4, 2025, describes Telomir as an early development-stage company with no revenue. It says the company's financial condition raises substantial doubt about its ability to continue as a going concern, and the auditor's report carries an explanatory paragraph to that effect. The report says operating activities used $5.1 million of cash in 2024, mainly because of a net loss of $16.5 million. The 2023 net loss was $13.1 million.
The annual report describes Telomir-1 as a novel oral small molecule metal ion regulator designed to extend telomere caps and combat oxidative stress. It says the drug may help protect against age-related conditions, including Progeria and Wilson's disease. The company bases those claims on preclinical studies, not on human data.
The 8-K says the proceeds will support regulatory and development activities, including the planned IND submission for Telomir-1 in a rare disease indication. The 8-K does not name that indication or give a date for the submission. The annual report describes Telomir-1 as preclinical, with the company's goal of submitting an investigational new drug application and an investigational new animal drug application to the FDA. It says the drug's potential depends on future clinical trials and FDA approval.
The annual report puts the cash used in operations in 2024 at $5.1 million, and the May sale raised $3 million. The filing gives no budget for the IND work, so it is not clear how far the proceeds go.