# Telomir Pharmaceuticals, Inc. (TELO) — merger/definitive [completed]
Source: SEC API (secapi.ai) · situation sit_4f897b35b4f12f3cb4e9 · retrieved 2026-08-11T15:50:51.245Z

## Overview
Telomir Pharmaceuticals is a pre-clinical biotechnology company that is the exclusive licensor of Telomir-1, a novel oral small molecule metal ion regulator designed to extend telomere caps and combat oxidative stress, in the United States.

Telomir Pharmaceuticals, Inc. (TELO) and TELI Pharmaceuticals, Inc., a private Delaware corporation, entered into an Agreement and Plan of Merger and Reorganization dated November 20, 2025 and amended February 4, 2026. Under the merger, a wholly owned subsidiary of TELO will merge with and into TELI, with TELI surviving as a wholly owned subsidiary of TELO. At the effective time, each outstanding share of TELI common stock will be converted into the right to receive a number of TELO common stock shares determined by an exchange ratio calculated using the relative company valuations of TELO and TELI as determined by Moore Financial Consulting. The valuations were TELI at $126.8 million and TELO at $101.1 million. Immediately after the merger, pre-merger TELO equity holders are expected to hold approximately 50% of the outstanding shares of the combined company on a non-diluted basis, and pre-merger TELI equity holders are expected to hold approximately 50% on a non-fully diluted basis. The merger is expected to be consummated in the first quarter of 2026, subject to TELO stockholder approval and other customary closing conditions, with an outside closing date of June 30, 2026.

## Terms
- Counterparty: TELI Pharmaceuticals, Inc. · Deal value: $126.8M · Consideration: stock · Stake: 50%

## Key dates
- Announced 2026-02-19 · Record 2026-01-23 · Vote 2026-03-23 · Expiry 2026-06-30 · Expected close 2026-03-23 · Completed 2026-04-24

## Timeline
- 2026-02-19 · DEFM14A (0001493152-26-007487): DEFM14A - Telomir Pharmaceuticals, Inc. — *Telomir Pharmaceuticals is a pre-clinical biotechnology company that is the exclusive licensor of Telomir-1, a novel oral small molecule metal ion regulator designed to extend telomere caps and combat oxidative stress, in the United States.* Telomir Pharmaceuticals, Inc. (TELO) and TELI Pharmaceuticals, Inc., a private Delaware corporation, entered into an Agreement and Plan of Merger and Reorganization dated November 20, 2025 and amended February 4, 2026. Under the merger, a wholly owned subsidiary of TELO will merge with and into TELI, with TELI surviving as a wholly owned subsidiary of TELO. At the effective time, each outstanding share of TELI common stock will be converted into the right to receive a number of TELO common stock shares determined by an exchange ratio calculated using the relative company valuations of TELO and TELI as determined by Moore Financial Consulting. The valuations were TELI at $126.8 million and TELO at $101.1 million. Immediately after the merger, pre-merger TELO equity holders are expected to hold approximately 50% of the outstanding shares of the combined company on a non-diluted basis, and pre-merger TELI equity holders are expected to hold approximately 50% on a non-fully diluted basis. The merger is expected to be consummated in the first quarter of 2026, subject to TELO stockholder approval and other customary closing conditions, with an outside closing date of June 30, 2026.
  https://www.sec.gov/Archives/edgar/data/1971532/0001493152-26-007487.txt
- 2026-04-24 · 8-K (0001493152-26-018867): 8-K 8-K
  https://www.sec.gov/Archives/edgar/data/1971532/000149315226018867/form8-k.htm

## Citations
- 0001493152-26-007487 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000149315226007487
- 0001493152-26-018867 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000149315226018867