8-K: Telomir Acquires TELI, Consolidates Global Telomir-1 Rights

Telomir Pharmaceuticals has entered a binding LOI to acquire TELI Pharmaceuticals, unifying worldwide intellectual property rights for its lead candidate, Telomir-1, and securing up to $5 million in shareholder contributions.

Summary

• Telomir Pharmaceuticals, Inc. (NASDAQ: TELO) signed a binding Letter of Intent (LOI) on October 17, 2025, to acquire TELI Pharmaceuticals, Inc.
• The acquisition will be a stock-for-stock exchange, with the exchange ratio determined by an independent third-party valuation of both companies.
• The transaction aims to consolidate worldwide intellectual property and development rights for Telomir-1, an oral epigenetic therapy in preclinical development for cancer, aging, and age-related diseases.
• Certain TELI shareholders will contribute $5 million in cash to Telomir Pharmaceuticals: $1 million at closing, $2 million upon FDA acceptance of an Investigational New Drug (IND) application for Telomir-1, and $2 million upon initiation of a Phase 1/2 study.
• Shares corresponding to the $4 million milestone contributions will be allocated at closing but issued only upon receipt of payments; if not funded within three months, these shares will be canceled.
• The closing of the transaction is not contingent upon the receipt of the $4 million milestone funds.
• TELI will be fully merged into Telomir, with Telomir as the surviving entity, acquiring all of TELI's assets and liabilities.
• TELI stockholders will be subject to a six-month lock-up period on Telomir shares received.
• No TELI board members, executives, employees, or consultants will retain a role in Telomir post-transaction.

Sentiment

Score: 7

Explanation: The acquisition of global rights for a lead candidate and a significant cash injection are positive strategic moves for a preclinical company, indicating progress and strengthening its position. However, the preclinical stage of the drug and the contingent nature of some cash contributions introduce inherent risks, preventing a higher score.

Positives

• Consolidates worldwide intellectual property and development rights for Telomir-1 under a single public company structure.
• Simplifies global development and partnership efforts for Telomir-1.
• Secures a $5 million cash contribution from certain TELI shareholders, providing capital for future development activities.
• Enhances Telomir's foundation for partnerships, licensing, and long-term value creation.
• Eliminates the previous split of U.S. and ex-U.S. rights, streamlining strategic decisions.

Negatives

• The exact exchange ratio for the stock-for-stock acquisition is yet to be determined, pending third-party valuations.
• The $4 million in milestone contributions are not guaranteed at closing, and corresponding shares could be canceled if payments are not received within three months of milestone dates.
• The transaction is subject to several closing conditions, including satisfactory due diligence, regulatory approvals, and board/stockholder approvals, which could delay or prevent completion.
• No TELI leadership or personnel will be retained, potentially losing institutional knowledge from the original developer of ex-U.S. rights.

Risks

• Failure to execute a definitive agreement within 180 days of the due diligence period's conclusion.
• Material adverse findings during the mutual due diligence process.
• Inability to obtain necessary regulatory approvals.
• Failure to secure required approvals from the boards of directors and stockholders of both Telomir and TELI.
• Material adverse changes to TELI's business or financial condition before closing.
• The $4 million in milestone contributions may not be funded, leading to the cancellation of corresponding shares.
• The preclinical nature of Telomir-1 means significant development risks remain, including successful IND acceptance and Phase 1/2 study initiation.

Future Outlook

The transaction is expected to simplify global development and partnership efforts for Telomir-1 by unifying worldwide intellectual property rights under Telomir Pharmaceuticals. The $5 million cash contribution is intended to support future development activities, including advancing Telomir-1 through IND acceptance and into Phase 1/2 clinical studies.

Management Comments

• Unifying global IP rights and enabling up to $5 million in potential shareholder contributions, the agreement strengthens Telomir's foundation for partnerships, licensing, and long-term value creation.

Industry Context

This acquisition reflects a common strategy in the biotechnology sector where companies consolidate intellectual property to streamline drug development, reduce licensing complexities, and enhance attractiveness for larger partnerships or further investment. For preclinical-stage therapies targeting broad indications like cancer and aging, securing global rights early can be crucial for maximizing market potential and investor confidence. The focus on epigenetic therapies also aligns with a growing trend in drug discovery for novel mechanisms of action.

Management Changes

Related Party Transactions

• Certain major shareholders of TELI, including Bayshore Trust and related parties, are contributing $5 million in cash to Telomir as part of the transaction.

Stakeholder Impact

• Shareholders (Telomir): Potential for increased long-term value through consolidated IP and streamlined development of Telomir-1; dilution from stock-for-stock exchange; strengthened financial position with $5 million cash contribution.
• Shareholders (TELI): Exchange of TELI common stock for Telomir common stock; subject to a six-month lock-up period on Telomir shares.
• Employees (TELI): No TELI employees or consultants will retain a role in Telomir, indicating potential job loss for TELI personnel.
• Customers/Patients: Potential for accelerated development of Telomir-1, an oral epigenetic therapy for cancer, aging, and age-related diseases, leading to new treatment options in the future.

Next Steps

• Mutual due diligence by Telomir and TELI over a 30-day period following LOI execution.
• Negotiation and execution of a definitive agreement.
• Completion of satisfactory due diligence within 90 days from the LOI date.
• Obtaining necessary regulatory approvals.
• Securing approval from the boards of directors and requisite stockholders of Telomir and TELI.
• Receipt of $1 million cash contribution at closing.
• FDA acceptance of an Investigational New Drug (IND) application for Telomir-1, triggering a $2 million cash contribution.
• Initiation of a Phase 1/2 study for Telomir-1, triggering a $2 million cash contribution.

Key Dates

Recommendation

The acquisition of global rights for Telomir-1 and the associated $5 million cash contribution are positive strategic developments that strengthen Telomir's position. However, the drug candidate is still in preclinical development, meaning significant clinical and regulatory risks remain. The exact valuation and exchange ratio are yet to be determined, and the milestone-based cash contributions introduce some uncertainty. Given the early stage of the asset and the pending details, a 'hold' recommendation is appropriate, advising investors to monitor the completion of the transaction, the progress of Telomir-1 through IND acceptance and clinical trials, and the final terms of the stock exchange.

Keywords

Telomir Pharmaceuticals, TELI Pharmaceuticals, Telomir-1, Acquisition, Epigenetic Therapy, Cancer, Aging, Age-related Diseases, Preclinical Development, Intellectual Property, Biotechnology, NASDAQ: TELO, IND Application, Phase 1/2 Study, Stock Exchange, Cash Contribution