Material Agreement, Asset Transaction, Private Placement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement

On April 22, 2026, Telomir Pharmaceuticals, Inc. (the "Company") completed its acquisition of TELI Pharmaceuticals, Inc. ("TELI") pursuant to the previously announced merger agreement (the "Transaction"). The Transaction was previously approved by the Company's shareholders during the Company's annual shareholders meeting on March 23, 2026. At closing, the Company acquired 100% of TELI in exchange for a total of 34,389,710 restricted shares of the Company's common stock, no par value issued to TELI's former shareholders (the "Shares"). The number of shares issued was determined based on an exchange ratio derived from independent third-party valuations of both companies.

As a condition to closing, Bayshore Trust, a shareholder of TELI, contributed $1 million at closing to the Company. Additionally, Bayshore Trust entered into an option to pay up to $4 million to acquire shares of the Company upon the Company's completion of certain milestones, including upon the U.S. Food and Drug Administration's acceptance of an Investigational New Drug application for Telomir-1 and the initiation of a Phase 1/2 clinical study for Telomir-1 (the "Commitment Agreement"). A complete copy of the Commitment Agreement is attached hereto as Exhibit 10.1 of this Form 8-K.

The Transaction establishes Telomir as the sole holder of the global rights of Telomir-1 (Telomir-Zn), consolidating worldwide rights under a single corporate structure. The Transaction eliminates prior geographic fragmentation of the Telomir-1 (Telomir-Zn) platform and provides the Company with full control over development and potential commercialization across major international markets. Prior to the transaction, North American and international rights were held separately.

Item 2.01. Completion of Acquisition or Disposition of Assets

The information contained in Item 1.01 above is incorporated herein.

Item 3.02. Unregistered Sales of Equity Securities.

The information contained in Item 1.01 above is incorporated herein. The Shares were issued in reliance upon the exemption contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder.