Telomir Pharmaceuticals, Inc. 8-K

What Happened
Telomir Pharmaceuticals, Inc. announced that at its March 23, 2026 Annual Meeting shareholders approved the proposed acquisition of Teli Pharmaceuticals, Inc. and several governance and equity-plan changes. The record date for the meeting was January 23, 2026, there were 34,380,971 shares outstanding, and 17,589,062 shares (≈51.16%) were voted by proxy, constituting a quorum.

Key Details

• Shareholder vote on the Acquisition: 17,022,302 votes FOR, 116,825 AGAINST, 35,091 ABSTAINED; 414,844 broker non-votes. The issuance related to the Acquisition will represent more than 20% of shares outstanding pre-transaction (requiring Nasdaq approval under Rule 5635(a)).
• 2023 Omnibus Incentive Plan amended: authorized shares increased from 6,500,000 to 11,500,000 and the plan now permits repricing of outstanding options or SARs (as determined by the plan administrator).
• Bylaws amended: quorum requirement for shareholder action adopted at a meeting was reduced to one‑third.
• Directors and auditor: Erez Aminov, Matthew Whalen, Edward MacPherson and Matthew Del Giudice, M.D. were elected as directors; Salberg & Company, P.A. was ratified as the independent auditor for fiscal 2025.

Why It Matters
These approvals clear key governance and deal-related hurdles for Telomir. Approval of the Acquisition (and the required share issuance over 20%) is a material corporate action that may dilute existing shareholders depending on deal terms. Expanding the equity pool and allowing repricing gives the company flexibility to grant and adjust incentive awards, which can affect future share count and compensation expense. The bylaw change lowering the quorum makes it easier to conduct shareholder business with a smaller voting turnout. Investors should watch subsequent filings for the Acquisition definitive terms, any registration or Nasdaq filings, and potential dilution or accounting impacts disclosed in future SEC reports.