Telomir Pharmaceuticals executes binding LOI to acquire TELI Pharmaceuticals

Telomir Pharmaceuticals (TELO) has executed a binding Letter of Intent to acquire TELI Pharmaceuticals, securing worldwide rights to its lead investigational therapy, Telomir-1. The transaction aligns Telomir’s U.S. rights with TELI’s ex-U.S. intellectual property portfolio, which includes filings across Europe, Canada, Mexico, China, Japan, South Korea, India, Israel, Australia, Argentina, Uruguay, Taiwan, and the United Arab Emirates-creating a single global owner positioned to capture the full commercial value of Telomir-1 across oncology, metabolic, and age-related diseases. Under the LOI, each outstanding share of TELI common stock will be exchanged for shares of TELO common stock, with the exchange ratio determined by an independent valuation. The transaction also includes up to $5M in potential contributions, in cash or cash equivalents, from certain TELI shareholders over the duration of the collaboration – $1M at closing, $2M upon IND acceptance, and $2M upon Phase 1/2 initiation – providing additional funding to advance development of Telomir-1. The transaction is subject to shareholder approval. Key LOI Terms: Structure: Stock-for-stock acquisition; exchange ratio determined by independent valuation. Shareholder Contribution: A potential for up to $5M in cash or cash equivalents over the duration of the collaboration- $1M at closing; $2M upon IND acceptance; $2M upon Phase 1/2 initiation. Milestone shares allocated but not issued until funded. Lockup: TELI shareholders subject to a six-month lockup on shares received. Closing: Not contingent on milestone payments; subject to customary board, stockholder, regulatory, and due diligence conditions.