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Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 8.01 below is incorporated herein by reference.
Item 8.01 Other Events
Telomir Pharmaceuticals Secures $3 Million at a Premium in Straight Equity Sale Involving No Warrants to Advance Rare Disease IND
Investment from largest shareholder strengthens balance sheet, signals insider conviction, and funds Telomir-1’s upcoming IND submission for a rare disease indication
On May 19, 2025, Telomir Pharmaceuticals, Inc. (NASDAQ: TELO) (the “Company”) raised $3 million in equity financing through a direct investment by The Bayshore Trust, an entity affiliated with the Company’s largest shareholder.
The transaction was structured as a straight restricted common stock deal with no warrants, no discounts, and no convertible features. The Company issued 1 million restricted shares of its common stock, no par value (the “Common Stock”) at a purchase price of $3.00 per share, representing an 18% premium to the closing share price of the Common Stock of $2.54 on the date of execution.
This transaction follows a prior $1 million equity investment at $7.00 per share made on December 9, 2024, through The Starwood Trust—an entity affiliated with the Company’s largest shareholder—and complements an existing $5 million non-dilutive line of credit from the same group, which remains undrawn.
Proceeds from the offering are expected to support regulatory and development activities, including the planned IND submission for Telomir-1 in a rare disease indication.
The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), for the private placement of the equity securities pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder because, among other things, the transaction did not involve a public offering, the recipient is an accredited investor, the recipient acquired the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TELOMIR PHARMACEUTICALS, INC. | ||
| Dated: May 21, 2025 | By: | /s/ Erez Aminov |
| Name: | Erez Aminov | |
| Title: | Chief Executive Officer | |