Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement

Telomir Pharmaceuticals Executes Binding LOI for Worldwide Rights to Telomir-1, Positioning the Company for Global Market Expansion and Value Growth

Unifying global IP rights and enabling up to $5 million in potential shareholder contributions, the agreement strengthens Telomir's foundation for partnerships, licensing, and long-term value creation.

On October 17, 2025, Telomir Pharmaceuticals, Inc. (NASDAQ: TELO) ("Telomir" or the "Company") entered into a binding Letter of Intent (the "LOI") with TELI Pharmaceuticals, Inc. ("TELI") to acquire all of the outstanding shares of TELI through a stock-for-stock exchange (the "Transaction"). The Transaction will consolidate worldwide intellectual property and development rights to the Company's lead investigational candidate, Telomir-1, an oral epigenetic therapy in preclinical development for cancer, aging, and age-related diseases.

Under the LOI, each outstanding share of TELI common stock will be exchanged for shares of the Company's common stock, with the exchange ratio to be determined by an independent third-party valuation based on the relative values of Telomir and TELI. Certain TELI shareholders have also agreed to provide a $5 million cash contribution to Telomir Pharmaceuticals in support of the Transaction and future development activities, structured as follows: $1 million at closing, $2 million upon FDA acceptance of an Investigational New Drug (IND) application for Telomir-1, and $2 million upon initiation of a Phase 1/2 study. Shares corresponding to the $4 million in milestone contributions will be allocated at closing but will not be issued until the respective payments are received. The closing of the Transaction is not contingent upon receipt of the milestone funds.

The LOI provides for a six-month lockup period on the Telomir shares to be issued to TELI shareholders and includes customary provisions regarding confidentiality, exclusivity, and good-faith negotiation of definitive agreements. Completion of the Transaction is subject to mutually satisfactory due diligence, final board and stockholder approvals, regulatory clearances, and execution of definitive documentation.

The Transaction is intended to align U.S. and ex-U.S. rights to Telomir-1 within a single public company structure, thereby simplifying global development and partnership efforts. As a result of the Transaction, Telomir Pharmaceuticals will own the entire worldwide intellectual property portfolio and development programs related to Telomir-1.

The foregoing description of the LOI does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.