UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On November 20, 2025, Telomir Pharmaceuticals, Inc. (the “Company”) submitted its preliminary proxy statement on Schedule 14A to the Securities and Exchange Commission (the “SEC”) in connection with its annual meeting of shareholders. At that time, the Company had planned to hold its annual meeting of shareholders on December 30, 2025, subject to completion of the SEC review process. The preliminary proxy statement remains under review by the SEC.
On January 8, 2026, the Company received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5620(a), which requires listed companies to hold an annual meeting of shareholders within twelve months of the end of their fiscal year. The Notice does not result in the immediate delisting of the Company’s securities and has no current effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market. Pursuant to the Notice, the Company has until February 23, 2026 to submit a plan to regain compliance with Nasdaq Listing Rule 5620(a). If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension of time to evidence compliance with the Rule. The Company has communicated with Nasdaq regarding the circumstances related to the timing of its annual meeting in connection with its compliance plan.
Following completion of the SEC review process, the Company expects to promptly hold its annual meeting of shareholders and regain compliance with Nasdaq Listing Rule 5620(a). The Company intends to timely submit its compliance plan and to take all necessary steps to regain compliance within the applicable cure period.
Forward-looking Statements
The Company makes forward-looking statements in this report within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future events. These statements may be preceded by, followed by or include the words “may,” “might,” “will,” “will likely result,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or similar expressions. These forward-looking statements are based on information available to the Company as of the date of this report and involve substantial risks and uncertainties. Actual results may vary materially from those expressed or implied by the forward-looking statements herein due to a variety of factors, including the Company’s ability to submit a plan to regain compliance satisfactory to Nasdaq; the Company’s ability to hold an annual meeting; and other risks and uncertainties set forth in our reports filed with the SEC. The Company does not undertake any obligation to update forward-looking statements as a result of new information, future events or developments or otherwise.
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. | |||
| Dated: | January 9, 2026 | By: | /s/ Erez Aminov |
| Name: | Erez Aminov | ||
| Title: | Chief Executive Officer | ||