Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 18, 2024

TELOMIR PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)

Florida

001-41952

87-2606031

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

100 SE 2^nd St. Ste 2000 #1009

Miami, Florida

33131

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (813) 864-2558

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		TELO		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officer; Compensatory Arrangements of Certain Officers

Resignation of Michael Jerman

On November 18, 2024, Telomir Pharmaceuticals, Inc. (the “Company”) received written notice of resignation from Michael Jerman resigning, with immediate effect, from his positions a member of the Board of Directors of the Company (the “Board”) and as Chair of the Audit Committee of the Company (the “Audit Committee”). Mr. Jerman’s resignation was due to his desire to pursue other activities, and not as a result of a disagreement with the Company.

Appointment of Dr. Matthew Del Giudice to the Audit Committee and Matthew Pratt Whalen as Chairman of the Audit Committee

On November 20, 2024, the Board of the Company unanimously approved the appointment of Dr. Matthew Del Giudice as a member of the Audit Committee, to fill the vacancy occasioned by the resignation of Mr. Jerman. The Board of the Company also unanimously approved the appointment of Matthew Pratt Whalen as the Chairman of the Audit Committee.

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.

Date: November 21, 2024	By:	/s/ Erez Aminov
		Erez Aminov
		Chief Financial Officer

Cover	Nov. 18, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 18, 2024
Entity File Number	001-41952
Entity Registrant Name	TELOMIR PHARMACEUTICALS, INC.
Entity Central Index Key	0001971532
Entity Tax Identification Number	87-2606031
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	100 SE 2nd St
Entity Address, Address Line Two	Ste 2000 #1009
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33131
City Area Code	(813)
Local Phone Number	864-2558
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	TELO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false