Registration Statement - Specified Transactions (Form S-3)

As filed with the Securities and Exchange Commission on October 27, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TELOMIR PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Florida		87-2606031
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

100 SE 2^nd St, Suite 2000, #1009

Miami, Florida 33131

(786) 396-6723

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Erez Aminov

Chief Executive Officer

Telomir Pharmaceuticals, Inc.

100 SE 2^nd St, Suite 2000, #1009

Miami, Florida 33131

(786) 396-6723

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Martin Schrier

Seth Popick

Cozen O'Connor

200 S Biscayne Blvd Ste 3000

Miami, FL 33131

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of the registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling securityholders named in this prospectus may not sell these securities or accept an offer to buy these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting offers to buy these securities in any state where such offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 27, 2026

PROSPECTUS

5,292,810 Shares of Common Stock

This prospectus relates to the offer and resale from time to time of up to 5,292,810 shares (the "Shares") of common stock, no par value, of Telomir Pharmaceuticals, Inc., a Florida corporation (the "Company"), by the selling securityholders identified in this prospectus, including their transferees, pledgees or donees or their respective successors (the "selling securityholders"). The Shares consist of (i) 4,900,750 outstanding shares of our common stock held by certain of the selling securityholders and (ii) 392,060 shares of our common stock issuable upon the exercise of outstanding placement agent common stock purchase warrants held by the placement agent.

On October 5, 2026, we entered into a securities purchase agreement (the "Purchase Agreement") with certain of the selling securityholders pursuant to which we issued and sold an aggregate of 4,843,303 shares of our common stock at a purchase price of $1.16 per share and on October 9, 2026, we entered into a second securities purchase agreement (the "Second Purchase Agreement", together with the Purchase Agreement, the "Purchase Agreements") with certain of the selling securityholders pursuant to which we issued and sold an additional 57,447 shares of our common stock to certain additional selling securityholders at a purchase price of $1.13 per share, in a private placement (the "Private Placement"). In connection with the Private Placement, we also issued placement agent common stock purchase warrants to Alexander Capital, L.P. to purchase up to an aggregate of 392,060 shares of our common stock (the "Placement Agent Warrants").

On October 5, 2026 and October 9, 2026, in connection with the Private Placement, we entered into a registration rights agreement (the "Registration Rights Agreement") with the selling securityholders party thereto, pursuant to which we agreed to file a registration statement to register the resale of the shares of common stock covered thereby. The Placement Agent Warrants also provide that the shares of common stock issuable upon exercise thereof are to be included as registrable securities under the Registration Rights Agreement and in the resale registration statement required to be filed pursuant thereto. We are registering the Shares being offered hereby to permit the selling securityholders to offer and sell such Shares from time to time as described in this prospectus.

We will not receive any proceeds from the sale of the Shares by the selling securityholders. We may, however, receive proceeds upon the exercise of the Placement Agent Warrants to the extent such warrants are exercised for cash.

We have agreed to bear all of the expenses incurred in connection with the registration of the Shares. The selling securityholders will pay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred in connection with the sale of the Shares.

The selling securityholders identified in this prospectus may offer the Shares pursuant to this prospectus from time to time through public or private transactions at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at privately negotiated prices. The selling securityholders may sell Shares to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling securityholders, the purchasers of the Shares, or both. For additional information on the methods of sale that may be used by the selling securityholders, see the section entitled "Plan of Distribution" on page 12. For a list of the selling securityholders, see the section entitled "Selling securityholders" on page 10.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should carefully read this prospectus and any amendments or supplements accompanying this prospectus, together with any documents incorporated by reference herein or therein, before you make your investment decision.

The selling securityholders may sell any, all or none of the securities offered by this prospectus, and we do not know when or in what amount the selling securityholders may sell their Shares hereunder following the effective date of the registration statement of which this prospectus forms a part.

We are a smaller reporting company as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As such, we have elected to rely on certain reduced public company disclosure requirements. See "Prospectus Summary - Implications of Being a Smaller Reporting Company."

Our common stock is listed on The Nasdaq Capital Market under the symbol "TELO." On October 26, 2026, the last reported sale price of our common stock was $1.01 per share.

Investing in our securities involves a high degree of risk. See "Risk Factors" on page 6 of this prospectus and in the documents incorporated by reference in this prospectus, as updated in the applicable prospectus supplement, and other future filings we make with the Securities and Exchange Commission that are incorporated by reference into this prospectus, for a discussion of the factors you should consider carefully before deciding to purchase our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY	2
RISK FACTORS	6
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	7
USE OF PROCEEDS	9
SELLING SECURITYHOLDERS	10
PLAN OF DISTRIBUTION	12
LEGAL MATTERS	14
EXPERTS	14
WHERE YOU CAN FIND ADDITIONAL INFORMATION	14
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	15

ABOUT THIS PROSPECTUS

We urge you to read carefully this prospectus, together with the information incorporated herein by reference as described under the heading "Where You Can Find Additional Information," before buying any of the securities being offered.

You should rely only on the information contained or incorporated by reference in this prospectus. We and the selling securityholders have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus may only be used where it is legal to offer and sell shares of our common stock. If it is against the law in any jurisdiction to make an offer to sell these shares, or to solicit an offer from someone to buy these shares, then this prospectus does not apply to any person in that jurisdiction, and no offer or solicitation is made by this prospectus to any such person. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or of any sale of common stock. Our business, financial condition, results of operations and prospects may have changed since such date. Information contained on our website is not a part of this prospectus.

A prospectus supplement may add to, update or change the information contained in this prospectus. You should read both this prospectus and any applicable prospectus supplement together with additional information described below under the heading "Where You Can Find Additional Information."

This prospectus contains references to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus, including logos, artwork and other visual displays, may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies' trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

RISK FACTORS

Investing in our common stock involves a high degree of risk. In addition to the risks and uncertainties discussed under "Special Note Regarding Forward-Looking Statements," you should carefully consider the risks described in Part I, Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K and Part II, Item 1A, Risk Factors, in our Quarterly Reports on Form 10-Q, together with the other information contained or incorporated by reference in this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained in any applicable prospectus supplement, before deciding whether to purchase any of the securities being registered pursuant to the registration statement of which this prospectus is a part. If any of these risks actually occur, it may materially harm our business, financial condition, liquidity and results of operations. As a result, the market price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties we describe in the documents incorporated by reference herein are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe are immaterial could materially adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our securities, and the occurrence of any of these risks might cause you to lose all or part of your investment.

For more information about our SEC filings, please see "Where You Can Find Additional Information" and "Incorporation of Certain Information by Reference."

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, any applicable prospectus supplement or free writing prospectus and the documents incorporated by reference into this prospectus and any applicable prospectus supplement or free writing prospectus contain express or implied forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are based on management's beliefs and assumptions and on information currently available to management. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future operational or financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

● the initiation, timing, progress and results of our preclinical studies, clinical trials and research and development programs, including the initiation, enrollment, conduct and completion of our planned Phase 1/2 clinical trial of Telomir-Zn in patients with advanced or metastatic triple-negative breast cancer ("TNBC");

● our ability to successfully advance Telomir-Zn and any other product candidates through preclinical and clinical development;

● the timing and availability of data from our clinical trials and preclinical studies;

● the therapeutic potential, mechanism of action, safety, efficacy and clinical utility of Telomir-Zn and any other product candidates that we may develop;

● the potential applicability of Telomir-Zn across TNBC and other oncology indications, as well as other disease indications that we may evaluate;

● our ability to obtain and maintain regulatory approvals for Telomir-Zn and any other product candidates that we may develop, and any related restrictions, limitations or warnings in the label of an approved product candidate;

● our ability to successfully commercialize and market Telomir-Zn and any other product candidates that we may develop, if approved;

● our ability to contract with and rely on third-party suppliers, manufacturers, contract research organizations and other service providers, and the ability of such third parties to perform adequately;

● the size and growth potential of the markets for Telomir-Zn and any other product candidates that we may develop, if approved, and our ability to serve those markets, either alone or in partnership with others;

● the implementation of our business model and our strategic plans for our business, product candidates and technology;

● our ability to obtain and maintain intellectual property protection for Telomir-Zn and any other product candidates that we may develop and the scope of such protection;

● our ability to obtain funding for our operations and development activities, including funding necessary to complete the development and, if approved, commercialization of Telomir-Zn and any other product candidates that we may develop;

● our estimates regarding our expenses, future revenue, capital requirements and needs for additional financing;

● our use of the net proceeds from our offerings of securities;

● our ability to retain the continued service of our key professionals and to identify, hire and retain additional qualified professionals;

● developments relating to our competitors and our industry;

● our financial performance and the sufficiency of our capital resources to fund our planned operations; and

● other risks and uncertainties, including those described under the section entitled "Risk Factors" in this prospectus and in the documents incorporated by reference herein.

Forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our business, the pharmaceutical industry and other legal, regulatory and economic developments. In some cases, you can identify forward-looking statements by terms such as "may," "will," "intend," "should," "could," "would," "expect," "plan," "anticipate," "believe," "estimate," "project," "predict," "potential," "continue," "likely," "target" and similar expressions, including their use in the negative, intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including, but not limited to, those described in the documents we have filed with the SEC.

You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control and that could materially affect results. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect our business described in the "Risk Factors" section of this prospectus, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed by us from time to time with the SEC. For more information about our SEC filings, please see "Where You Can Find Additional Information" and "Incorporation of Certain Information by Reference."

The forward-looking statements in this prospectus speak only as of the date of this prospectus or, in the case of any document incorporated by reference, as of the date of such document. Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statements contained or incorporated by reference herein, whether as a result of new information, future events or otherwise.

USE OF PROCEEDS

We are filing the registration statement of which this prospectus is a part to permit the selling securityholders described in the section entitled "Selling Securityholders" to resell the Shares covered by this prospectus. We are not selling any securities under this prospectus and we will not receive any proceeds from the sale or other disposition of the Shares by the selling securityholders. Upon any exercise of the Placement Agent Warrants for cash, however, we will receive the applicable exercise price of such Placement Agent Warrants. We cannot predict when or whether the Placement Agent Warrants will be exercised, and it is possible that the Placement Agent Warrants may be exercised on a cashless basis under certain circumstances as discussed in greater detail above under the section "Prospectus Summary - Private Placement. The selling securityholders will receive all of the proceeds from any sale of the Shares offered by them pursuant to this prospectus.

The selling securityholders will bear all underwriting discounts, selling commissions and similar fees and commissions, if any, attributable to the sale of the Shares offered by them pursuant to this prospectus. We will bear all registration and filing fees and other expenses incurred by us in effecting the registration of the Shares covered by this prospectus, including, without limitation, applicable registration, qualification and filing fees, printing expenses, Nasdaq listing fees and fees and expenses of our counsel and our independent registered public accounting firm.

SELLING SECURITYHOLDERS

This prospectus covers the resale or other disposition of up to 5,292,810 Shares, consisting of (i) 4,900,750 outstanding shares of our common stock held by certain of the selling securityholders and (ii) 392,060 shares of our common stock issuable upon the exercise of outstanding Placement Agent Warrants held by the placement agent or its designees. Of the 4,900,750 outstanding shares of our common stock covered by this prospectus, 4,843,303 shares were issued and sold on October 5, 2026 at a purchase price of $1.16 per share and 57,447 shares were issued and sold on October 9, 2026 at a purchase price of $1.13 per share. See "Prospectus Summary - Private Placement."

The Placement Agent Warrants are exercisable at any time following their issuance and expire five years following their respective issuance dates. The Placement Agent Warrants provide that a holder does not have the right to exercise the Placement Agent Warrants to the extent that, after giving effect to such exercise, the holder, together with its affiliates and any other persons whose beneficial ownership would be aggregated with the holder under Section 13(d) of the Exchange Act, would beneficially own in excess of 4.99% of the number of shares of our common stock then outstanding (the "Beneficial Ownership Limitation"). A holder of the Placement Agent Warrants may increase or decrease the Beneficial Ownership Limitation upon written notice to us; provided that the Beneficial Ownership Limitation may not be increased above 9.99% and any increase will not become effective until the 61st day after such notice is delivered to us. Throughout this prospectus, when we refer to the Shares being registered on behalf of the selling securityholders, we are referring to the outstanding shares of our common stock and the shares issuable upon exercise of the Placement Agent Warrants, in each case without giving effect to the Beneficial Ownership Limitation.

The table below sets forth, to our knowledge, information concerning the beneficial ownership of shares of our common stock by the selling securityholders as of October 27, 2026. The information in the table below with respect to the selling securityholders has been obtained from the respective selling securityholders. The selling securityholders may sell all, some or none of the Shares covered by this prospectus. See "Plan of Distribution." We do not know how long the selling securityholders will hold the Shares before selling them, and except as set forth below under "Relationship with Selling Securityholders," we currently have no agreements, arrangements or understandings with the selling securityholders regarding the sale or other disposition of any of the Shares.

The number of shares of common stock beneficially owned prior to the offering for each selling securityholder includes all shares of our common stock beneficially owned by such selling securityholder as of October 27, 2026, determined in accordance with the rules of the SEC. The table below and accompanying footnotes assume that the selling securityholders will sell all of the Shares listed as being offered hereby. However, because the selling securityholders may sell all or some of the Shares pursuant to this prospectus from time to time, or may sell or otherwise dispose of Shares in transactions exempt from the registration requirements of the Securities Act, we cannot assure you as to the actual number of Shares that will be sold by the selling securityholders or the number of shares of our common stock that will be held by the selling securityholders after completion of any sales. The percentages of shares beneficially owned after the offering are based on 73,675,706 shares of our common stock outstanding as of October 27, 2026.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to our common stock. Generally, a person beneficially owns shares of our common stock if the person has or shares with others the right to vote or dispose of those shares or has the right to acquire such voting or disposition rights within 60 days. The inclusion of any shares in the table below does not constitute an admission of beneficial ownership by any selling securityholder named below.

Information about the selling securityholders may change over time. Any changed information will be set forth in an amendment to the registration statement or supplement to this prospectus, to the extent required by law.

		Before the Offering								After the Offering
Name of Selling Securityholders		Number of Shares of Common Stock				Number of Shares of Common Stock Being Offered				Number of Shares of Common Stock				Percentage of Shares of Common Stock
ACCC Enterprises Inc.			43,103				43,103				-				-
Advanta Trust Company, Inc.			86,207				86,207				-				-
Alan Roth & Barbara Roth			43,103				43,103				-				-
Albert Gentile & Hiedi Gentile			43,103				43,103				-				-
Anthony R. Esposito			44,190				44,190				-				-
Christopher Lennertz			43,103				43,103				-				-
Clayton A. Struve			43,103				43,103				-				-
Dale & Dianna R. Feitz Trust			86,207				86,207				-				-
Darrell Matthew Jones Trust			86,207				86,207				-				-
Harold Coughlin			43,103				43,103				-				-
Hexstone Capital LLC			86,207				86,207				-				-
Hiro & Co Inc.			86,207				86,207				-				-
Irene Devlin			43,103				43,103				-				-
James C. Stockton			47,366				47,366				-				-
Jeffrey Woodward			43,103				43,103				-				-
John Herbst			43,103				43,103				-				-
John Paul DeJoria Family Trust (1)			4,416,940				862,069				3,554,871				4.8	%
Jonnie R. Williams Sr. (2)			862,069				862,069				-				-
Joseph Ruggiere			94,733				94,733				-				-
Joshua A. McCoy			86,207				86,207				-				-
Louis H. Lacassagne			86,207				86,207				-				-
Michael Kearns			43,103				43,103				-				-
Nathan Weldler			43,103				43,103				-				-
Paul G. Pignone			68,966				68,966				-				-
Philip Allen Herve			86,207				86,207				-				-
Robert Cella			431,027				431,027				-				-
Robert Kammann			86,207				86,207				-				-
Rocco & Secontina Guidicipietro Irrev Trust			189,466				189,466				-				-
S & S Lad Family Living Trust			64,655				64,655				-				-
Shmuel Moerman			43,103				43,103				-				-
Vita S. Amato			142,099				142,099				-				-
Willis Lucas			86,207				86,207				-				-
Additional Selling Holders (3)			714,804				714,804				-				-
Alexander Capital, L.P. (4)			392,060				392,060				-				-

	(1)	Consists of (i) 3,554,871 shares of common stock reported as beneficially owned by John Paul DeJoria, in his capacity as trustee of the John Paul DeJoria Family Trust and in his individual capacity, prior to the Private Placement and (ii) 862,069 shares of common stock acquired by the John Paul DeJoria Family Trust in the Private Placement. John Paul DeJoria has reported sole voting and dispositive power with respect to the shares beneficially owned by him. The number of shares beneficially owned prior to the offering assumes no changes in such previously reported beneficial ownership other than the acquisition of shares in the Private Placement.
	(2)	Jonnie R. Williams, Sr. is the founder of the Company and the settlor of Bayshore Trust, a principal stockholder of the Company. During the past three years, the Company has entered into certain financing arrangements with Bayshore Trust and intellectual property licensing arrangements with MIRALOGX, LLC, an entity controlled by Bayshore Trust.
	(3)	Consists of an aggregate of 714,804 shares of common stock held by 42 selling securityholders. Disclosure with respect to these selling securityholders is being made on an aggregate basis because, together, they beneficially own less than 1% of the outstanding shares of our common stock prior to this offering. The Additional Selling Holders consist of the following individuals and entities: Andrew Medvin, Bradford Coleman, Calvin F. Sprain & Joan K. Sprain, Carmen Garza, Charles A. Blotnick Rev Trust, Clay Waldrip, Clifford Rober, Darwin EPM Inc., David Goldhagen, David Vanevenhoven, Davide E. Hudgens, Diane Pelosi & Joseph Pelosi, Douglas Roy Parker III, Gary L. Agajanian Rev Living Trust, Igal Dubov & Melissa Peccerillo, Ivan Mac, James B. Gahler, Jamie C. Burns & Paul J. Burns, Jeffrey Blake Simon, Jeffrey P. Foster, Jerry Schwartz, Joseph A. Zygmunt Jr., Ken Labarca, Kenneth Waldrip, Latius Prikryl, Lawrence Seccafico, Leonardo Bennett, Lia Matthow & Dana Matthow, Michael R. Crabtree, Richard K. Blundell, Robert Catone, Robert Jeffers & Theresa W. Jeffers, Robert L. Swackhamer, Robert Losinski, Ronald A. Andrews, Scott Gruebele & Carrie Gruebele JT Rev Living Trust, Sendas Sendos MD, Stephane Toutain, Steven Noble, Thomas Whiting, Tyler Wilson and William Nichols.
	(4)	Consists of 392,060 shares of common stock issuable upon exercise of the Placement Agent Warrants issued to Alexander Capital in connection with the Private Placement. Alexander Capital, a registered broker-dealer, acted as placement agent in connection with the Private Placement pursuant to an engagement letter, dated June 25, 2026, between the Company and Alexander Capital, pursuant to which Alexander Capital, received cash compensation, reimbursement of certain expenses and the Placement Agent Warrants as compensation for its services. Rocco Guidicipietro, Chief Operating Officer of Alexander Capital, L.P., has voting and investment power with respect to the securities held by Alexander Capital, L.P. Mr. Guidicipietro disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Relationship with Selling Securityholders

As discussed in greater detail above under the section "Prospectus Summary - Private Placement," on October 5, 2026, we entered into the Purchase Agreement with certain of the selling securityholders pursuant to which we issued and sold an aggregate of 4,843,303 shares of our common stock to such selling securityholders at a purchase price of $1.16 per share. On October 9, 2026, we issued and sold an additional 57,447 shares of our common stock to certain additional selling securityholders at a purchase price of $1.13 per share. In connection with the Private Placement, we agreed to file a registration statement to enable the resale of the shares of common stock covered by this prospectus.

Except as described below, none of the selling securityholders or any persons having control over such selling securityholders has held any position or office with us or our affiliates within the last three years or has had a material relationship with us or any of our predecessors or affiliates within the past three years, other than as a result of the ownership of our shares or other securities.

Alexander Capital acted as placement agent in connection with the Private Placement pursuant to an engagement letter, dated June 25, 2026, between us and Alexander Capital, In connection with the Private Placement, we paid Alexander Capital a cash placement agent fee of approximately $460,850 and issued to Alexander Capital, Placement Agent Warrants to purchase up to 392,060 shares of our common stock.

Plan of Distribution

The selling securityholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock received after the date of this prospectus from a selling securityholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

The selling securityholders may use any one or more of the following methods when disposing of shares or interests therein:

	●	distributions to members, partners, shareholders or other equityholders of the selling securityholders;
	●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	●	block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
	●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
	●	an exchange distribution in accordance with the rules of the applicable exchange;
	●	privately negotiated transactions;
	●	short sales and settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
	●	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
	●	broker-dealers may agree with the selling securityholders to sell a specified number of such shares at a stipulated price per share;
	●	a combination of any such methods of sale; and
	●	any other method permitted pursuant to applicable law.

The selling securityholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending the list of selling securityholders to include the pledgee, transferee or other successors in interest as selling securityholders under this prospectus. Subject to the terms of the registration rights agreement among the Company and the selling securityholders, the selling securityholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling securityholders for purposes of this prospectus.

In connection with the sale of our common stock, the selling securityholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling securityholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling securityholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The aggregate proceeds to the selling securityholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling securityholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering.

The selling securityholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, provided that they meet the criteria and conform to the requirements of that rule, or another available exemption from the registration requirements under the Securities Act.

The selling securityholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be "underwriters" within the meaning of Section 2(a)(11) of the Securities Act (it being understood that the selling securityholders shall not be deemed to be underwriters solely as a result of their participation in this offering). Any discounts, commissions, concessions or profit they earn on any resale of the Shares may be underwriting discounts and commissions under the Securities Act. Selling securityholders who are "underwriters" within the meaning of Section 2(a)(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.

To the extent required, the shares of our common stock to be sold, the names of the selling securityholders, the respective purchase prices and public offering prices, the names of any agent, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

We have advised the selling securityholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling securityholders and their affiliates. In addition, to the extent applicable, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling securityholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling securityholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

We have agreed to indemnify the selling securityholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus.

We have agreed with the selling securityholders to use commercially reasonable efforts to cause the registration statement of which this prospectus constitutes a part to become effective and to remain continuously effective until the earlier of: (i) the date on which the selling securityholders shall have resold or otherwise disposed of all the shares covered by this prospectus and (ii) the date on which the shares covered by this prospectus no longer constitute "Registrable Securities" as such term is defined in the Registration Rights Agreement, such that they may be resold by the selling securityholders without registration and without regard to any volume or manner-of-sale limitations and without current public information pursuant to Rule 144 under the Securities Act or any other rule of similar effect.

LEGAL MATTERS

Unless otherwise indicated in the applicable prospectus supplement, certain legal matters in connection with this offering will be passed upon for us by Cozen O'Connor, Miami, Florida. If legal matters in connection with offerings made pursuant to this prospectus are passed upon by counsel for underwriters, dealers or agents, if any, such counsel will be named in the prospectus supplement relating to such offering.

EXPERTS

The financial statements of Telomir Pharmaceuticals, Inc as of December 31, 2025 and 2024, and for the years then ended incorporated by reference in this prospectus and in the registration statement have been so incorporated in reliance on the report of Salberg & Company, P.A., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC's website at www.sec.gov.

We make available, free of charge, through our investor relations website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, statements of changes in beneficial ownership of securities and amendments to those reports and statements as soon as reasonably practicable after they are filed with the SEC. The address for our website is https://telomirpharma.com. The contents on our website are not part of this prospectus, and the reference to our website does not constitute incorporation by reference into this prospectus of the information contained at that site.

This prospectus is part of a registration statement we filed with the SEC. This prospectus omits some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information about us and our consolidated subsidiaries and our securities. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements. You can obtain a copy of the registration statement from the SEC's website.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to "incorporate by reference" into this prospectus the information we file with the SEC. This means that we can disclose important information to you by referring you to those documents. Any statement contained in a document incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein, or in any subsequently filed document, which also is incorporated by reference herein, modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

We hereby incorporate by reference into this prospectus the following documents that we have filed with the SEC under the Exchange Act (other than current reports on Form 8-K, or portions thereof, furnished under Items 2.02 or 7.01 of Form 8-K):

	●	our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 17, 2026;
	●	our Definitive Proxy Statement on Schedule 14A, filed with the SEC on July 28, 2026;
	●	our Quarterly Reports on Form 10-Q filed with the SEC on May 14, 2026 and August 13, 2026;
	●	our Current Reports on Form 8-K filed with the SEC on January 5, 2026; January 12, 2026, February 5, 2026; February 17, 2026; March 27, 2026; March 31, 2026; March 31, 2026; April 24, 2026; April 30, 2026; June 8, 2026; September 16, 2026; and October 6, 2026; and
	●	the description of our common stock contained in Exhibit 4.4 to our Annual Report on Form 10-K filed with the SEC on March 29, 2024, including any amendment or report updating such description.

All documents that we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than current reports on Form 8-K, or portions thereof, furnished under Items 2.02 or 7.01 of Form 8-K) (i) after the initial filing date of the registration statement of which this prospectus forms a part and prior to the effectiveness of such registration statement and (ii) after the date of this prospectus and prior to the termination of the offering shall be deemed to be incorporated by reference in this prospectus from the date of filing of the documents, unless we specifically provide otherwise. Information that we file with the SEC will automatically update and may replace information previously filed with the SEC. To the extent that any information contained in any current report on Form 8-K or any exhibit thereto, was or is furnished to, rather than filed with the SEC, such information or exhibit is specifically not incorporated by reference.

Upon written or oral request made to us at the address or telephone number below, we will, at no cost to the requester, provide to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in this prospectus (other than an exhibit to a filing, unless that exhibit is specifically incorporated by reference into that filing), but not delivered with this prospectus. You may also access this information on our website at https://ir.telomirpharma.com by viewing the "SEC Filings". No additional information on our website is deemed to be part of or incorporated by reference into this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.

Telomir Pharmaceuticals, Inc.

Attention: Corporate Secretary

100 SE 2nd St, Suite 2000, #1009

Miami, Florida 33131

(786) 396-6723

Telomir Pharmaceuticals, Inc.

5,292,810 Shares of Common Stock

PROSPECTUS

  , 2026

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth the fees and expenses incurred or expected to be incurred by us in connection with the offering described in this registration statement, all of which will be paid by us. All amounts are estimates other than the Securities and Exchange Commission's registration fee.

SEC registration fee		$	471.99
Legal fees and expenses		$	60,000.00
Accounting fees and expenses		$	4,200.00
Printing fees and engraving expenses		$	1,500.00
Miscellaneous expenses		$	0.00
Total		$	66,171.99

Item 15. Indemnification of Directors and Officers

Our amended and restated articles of incorporation and bylaws provide that we shall indemnify any and all persons whom we shall have power to indemnify under the Florida Business Corporation Act ("FBCA") to the fullest extent permitted by law.

Section 607.0831 of the FBCA, provides that a director is not personally liable for monetary damages to the corporation or any other person for any statement, vote, decision to take or not to take action, or any failure to take any action, as a director, unless (1) the director breached or failed to perform his or her duties as a director and (2) the director's breach of, or failure to perform, those duties constitutes (a) a violation of the criminal law, unless the director had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful, (b) a transaction from which the director derived an improper personal benefit, either directly or indirectly, (c) a circumstance under which the liability provisions of Section 607.0834 of the FBCA are applicable, (d) in a proceeding by or in the right of the corporation to procure a judgment in its favor or by or in the right of a shareholder, conscious disregard for the best interest of the corporation, or willful or intentional misconduct, or (e) in a proceeding by or in the right of someone other than the corporation or a shareholder, recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property. A judgment or other final adjudication against a director in any criminal proceeding for a violation of the criminal law estops that director from contesting the fact that his or her breach, or failure to perform, constitutes a violation of the criminal law; but does not stop the director from establishing that he or she had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful.

Under Section 607.0851 of the FBCA, a corporation has power to indemnify any person who is a party to any proceeding (other than an action by, or in the right of the corporation), because he or she is or was a director or officer of the corporation against liability incurred in connection with such proceeding, including any appeal thereof, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation or, with respect to any criminal action or proceeding, has reasonable cause to believe that his or her conduct was unlawful.

For purposes of the indemnification provisions of the FBCA, "director" or "officer" means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation's request as a director or officer, manager, partner, trustee, employee, or agent of another domestic or foreign corporation, limited liability company, partnership, joint venture, trust, employee benefit plan, or another enterprise or entity and the terms include, unless the context otherwise requires, the estate, heirs, executors, administrators, and personal representatives of a director or officer.

In addition, under Section 607.0851 of the FBCA, a corporation has the power to indemnify any person, who was or is a party to any proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director or officer, against expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof. Such indemnification shall be authorized if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made under this subsection in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

Section 607.0852 of the FBCA provides that a corporation must indemnify an individual who is or was a director or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the individual was a party because he or she is or was a director or officer of the corporation against expenses incurred by the individual in connection with the proceeding.

Section 607.0853 of the FBCA provides that a corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is or was a director or an officer if the director or officer delivers to the corporation a signed written undertaking of the director or officer to repay any funds advanced if (a) the director or officer is not entitled to mandatory indemnification under Section 607.0852; and (b) it is ultimately determined under Section 607.0854 or Section 607.0855 (as described below) that the director or officer has not met the relevant standard of conduct described in Section 607.0851 or the director or officer is not entitled to indemnification under Section 607.0859 (as described below).

Section 607.0854 of the FBCA provides that, unless the corporation's articles of incorporation provide otherwise, notwithstanding the failure of a corporation to provide indemnification, and despite any contrary determination of the board of directors or of the shareholders in the specific case, a director or officer of the corporation who is a party to a proceeding because he or she is or was a director or officer may apply for indemnification or an advance for expenses, or both, to a court having jurisdiction over the corporation which is conducting the proceeding, or to a circuit court of competent jurisdiction. Our amended and restated articles of incorporation do not provide any such exclusion. After receipt of an application and after giving any notice it considers necessary, the court may order indemnification or advancement of expenses upon certain determinations of the court.

Section 607.0855 of the FBCA provides that, unless ordered by a court under Section 607.0854, a corporation may not indemnify a director or officer under Section 607.0851 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director or officer has met the relevant standard of conduct set forth in Section 607.0851.

Section 607.0857 of the FBCA also provides that a corporation shall have the power to purchase and maintain insurance on behalf of and for the benefit of any person who is or was a director or officer of the corporation against any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have the power to indemnify or advance expenses to the individual against such liability under the provisions of Section 607.0857.

Section 607.0858 of the FBCA provides that the indemnification provided pursuant to Section 607.0851 and Section 607.0852, and the advancement of expenses provided pursuant to Section 607.0853, are not exclusive. A corporation may, by a provision in its articles of incorporation, bylaws, or any agreement, or by vote of shareholders or disinterested directors, or otherwise, obligate itself in advance of the act or omission giving rise to a proceeding to provide any other or further indemnification or advancement of expenses to any of its directors or officers.

Section 607.0859 of the FBCA provides that, unless ordered by a court under the provisions of Section 607.0854 of the FBCA, a corporation may not indemnify a director or officer under Section 607.0851 or Section 607.0858, or advance expenses to a director or officer under Section 607.0853 or Section 607.0858, if a judgment or other final adjudication establishes that his or her actions, or omissions to act, were material to the cause of action so adjudicated and constitute: (a) willful or intentional misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder; (b) a transaction in which a director or officer derived an improper personal benefit; (c) a violation of the criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; or (d) in the case of a director, a circumstance under which the liability provisions of Section 607.0834 are applicable (relating to unlawful distributions).

These provisions may have the practical effect in certain cases of eliminating the ability of shareholders to collect monetary damages from our directors and officers. We believe that these provisions are necessary to attract and retain qualified persons to serve as our directors and officers. There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.

Item 16. Exhibits

The following exhibits are filed as part of this registration statement.

						Incorporated by Reference
Exhibit Number		Description		Filed Herewith		Form		File/Film No.		Date Filed
3.1		Amended and Restated Articles of Incorporation of Telomir Pharmaceuticals, Inc.				10-K		3.1		February 4, 2025
3.2		Amended and Restated Bylaws of Telomir Pharmaceuticals, Inc.				10-K		3.2		February 4, 2025
4.1		Form of Placement Agent Common Stock Purchase Warrant.				8-K		4.1		October 6, 2026
5.1		Opinion of Cozen O'Connor.		X
10.1		Securities Purchase Agreement, dated October 5, 2026, by and among Telomir Pharmaceuticals, Inc. and the purchasers thereto.				8-K		10.1		October 6, 2026
10.2		Registration Rights Agreement, dated October 5, 2026, by and among Telomir Pharmaceuticals, Inc. and the purchasers thereto.				8-K		10.2		October 6, 2026
23.1		Consent of Salberg & Company, P.A. independent registered public accounting firm.		X
23.2		Consent of Cozen O'Connor (included in Exhibit 5.1).		X
24.1		Power of attorney (included on the signature page to the registration statement).		X
107		Filing Fee Table.		X

Item 17. Undertakings

(a)	The undersigned registrant hereby undertakes;

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; and

(5) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(6) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on October 27, 2026.

TELOMIR PHARMACEUTICALS, INC.
By:	/s/ Erez Aminov
	Erez Aminov
	Chief Executive Officer and Chairman of the Board of Directors

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Erez Aminov and Andriy Mushak, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Erez Aminov		Chief Executive Officer and Chairman of the Board of Directors		October 27, 2026
Erez Aminov		(Principal Executive Officer)
/s/ Andriy Mushak		Chief Financial Officer		October 27, 2026
Andriy Mushak		(Principal Financial and Accounting Officer)
/s/ Matthew Pratt Whalen		Director		October 27, 2026
Matthew Pratt Whalen
/s/ Edward MacPherson		Director		October 27, 2026
Edward MacPherson
/s/ Matthew Del Giudice		Director		October 27, 2026
Matthew Del Giudice