Telomir Pharmaceuticals, Inc. Completes Acquisition of TELI Pharmaceuticals, Inc. and Secures \$2 Million Funding Commitment

Key Points for Investors

• Acquisition Completed: Telomir Pharmaceuticals, Inc. (“Telomir” or the “Company”) has announced the completion of its acquisition of TELI Pharmaceuticals, Inc. (“TELI”) as of April 22, 2026.
• Material Definitive Agreement: The acquisition was completed pursuant to a previously announced merger agreement, which was approved by the relevant stakeholders.
• Funding Commitment: In conjunction with the transaction, a major shareholder of TELI (including Bayshore Trust and related parties) has entered into a legally binding funding agreement with Telomir to support the development of its lead product candidate, Telomir-1.
• Potential Share Issuance: The shareholder may provide up to \$2,000,000 in cash or marketable securities upon FDA acceptance of the Investigational New Drug (IND) application for Telomir-1, in exchange for 1,492,537 shares of Telomir common stock, priced at \$1.34 per share (the closing price as of April 15, 2026).
• Unregistered Securities: The newly issued shares will be unregistered and sold under exemptions provided by Section 4(a)(2) of the Securities Act of 1933 and Rule 506 thereunder.
• Milestone Structure: Milestone shares are to be delivered to the participating shareholder upon payment of the funding commitment. If the commitment is not met within three months of the due date, the shareholder forfeits the right to the related milestone shares.
• Form and Conditions: Contributions from the shareholder can be in cash, marketable securities, or a combination, provided they are freely tradable and not encumbered. The obligations are contingent upon FDA IND acceptance and compliance with applicable securities laws.
• Legally Binding: The commitment letter is a legally binding obligation on the part of the shareholder.

Details of the Transaction

On April 22, 2026, Telomir Pharmaceuticals, Inc. finalized its acquisition of TELI Pharmaceuticals, Inc. This merger marks a significant strategic step for Telomir as it seeks to advance its pipeline, particularly its lead candidate, Telomir-1 (also referenced as Telomir-Zn).

As part of the transaction, a major shareholder of TELI (specifically including Bayshore Trust and related parties) entered into a “Commitment Letter” with Telomir. This letter outlines a funding commitment of up to \$2 million, to be provided promptly after the FDA accepts an IND application for Telomir-1. The consideration for this funding is 1,492,537 shares of Telomir’s common stock, calculated at \$1.34 per share, or the closing price as of April 15, 2026.

The shares issued as part of this funding commitment are unregistered and are being offered under exemptions from registration provided by U.S. securities law. This structure may have implications for liquidity and transferability of the shares received by the participating shareholder.

Milestone and Forfeiture Terms

The milestone shares are to be issued only upon successful payment of the funding commitment. If the shareholder fails to deliver the funding within three months of the due date (i.e., following IND acceptance), the right to receive the corresponding milestone shares is forfeited. The agreement also clarifies that these milestone shares are separate from any shares the shareholder may receive in exchange for their TELI holdings as part of the acquisition.

Contribution Flexibility and Compliance

The shareholder may provide the funding in cash, marketable securities, or a combination thereof, provided that any securities are freely tradable and not subject to restrictions or encumbrances that would materially impair their liquidity.

All obligations under the Commitment Letter are contingent on two conditions:

• Achievement of the specified milestones, particularly FDA acceptance of the IND application for Telomir-1.
• Compliance with all applicable securities laws and regulations.

Binding Nature of the Agreement

Importantly, the Commitment Letter constitutes a legally binding and enforceable agreement on the part of the participating shareholder. This adds a significant degree of certainty for Telomir in securing the necessary funding to advance Telomir-1 through clinical development.

Potential Shareholder Impact & Price Sensitivity

• Potential Dilution: The issuance of up to 1,492,537 new shares upon the \$2 million funding event may result in dilution for existing shareholders. Investors should assess the potential impact on earnings per share and voting power.
• Strategic Funding: The commitment of \$2 million in new funding, contingent on the FDA’s acceptance of the Telomir-1 IND, provides a clear runway for Telomir’s R&D activities and may accelerate the timeline to clinical data—potentially increasing the company’s valuation if successful milestones are achieved.
• Regulatory Milestone: The triggering event for the funding (FDA IND acceptance) is a material regulatory milestone. Progress toward or achievement of this milestone could be price sensitive and may drive significant investor interest and share price movement.
• Unregistered Securities: The funding structure relies on the issuance of unregistered securities under exemptions, which may affect the tradability and value of those shares until further registration or resale conditions are met.

Summary Table of New Shares and Funding Event

Conclusion

The completion of the TELI acquisition and the securing of a \$2 million funding commitment represent major corporate developments for Telomir Pharmaceuticals, Inc. These events are likely to be of significant interest to both current and prospective shareholders, given the potential for near-term regulatory milestones, associated funding, and the resulting impact on the company’s financial position and share structure.

Investors should monitor upcoming announcements regarding the FDA’s review of the Telomir-1 IND application, as this will be the catalyst event for the funding and share issuance under this agreement.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with their financial advisors before making investment decisions. All information is based on official filings and is believed to be accurate as of the date of publication, but no warranty is made as to its completeness or accuracy. The share price of Telomir Pharmaceuticals, Inc. may be affected by the developments discussed above, and past performance is not indicative of future results.

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