Telomir Pharmaceuticals, Inc. filed a Form S-3 registration statement with the SEC on October 27, 2026, to register up to 5,292,810 shares of common stock for resale by selling securityholders following a private placement completed in early October 2026.

Key Highlights

  • Total shares registered: Up to 5,292,810 shares of common stock, no par value, are covered by this resale registration statement.
  • Private placement - first tranche: On October 5, 2026, the company issued and sold 4,843,303 shares at a purchase price of $1.16 per share under the first securities purchase agreement.
  • Private placement - second tranche: On October 9, 2026, the company issued and sold an additional 57,447 shares at a purchase price of $1.13 per share under a second securities purchase agreement.
  • Placement agent warrants: Alexander Capital, L.P. received warrants to purchase up to 392,060 shares of common stock in connection with the private placement.
  • Company proceeds: The company disclosed it "will not receive any proceeds from the sale of the Shares by the selling securityholders," but may receive proceeds if the Placement Agent Warrants are exercised for cash.
  • Last reported stock price: On October 26, 2026, the last reported sale price of the company's common stock was $1.01 per share, according to the filing.
  • Company classifications: The registrant identified itself as a non-accelerated filer, smaller reporting company, and emerging growth company.

Telomir Pharmaceuticals Seeks to Register October 2026 Private Placement Shares for Resale

According to the filing, Telomir Pharmaceuticals, Inc. (NASDAQ:TELO) submitted a Form S-3 registration statement on October 27, 2026, to fulfill obligations under registration rights agreements entered into in connection with a two-tranche private placement. The Shares being registered consist of 4,900,750 outstanding shares of common stock held by certain selling securityholders and 392,060 shares issuable upon exercise of outstanding placement agent warrants held by Alexander Capital, L.P.

The company disclosed that the private placement was conducted under two separate securities purchase agreements. The first, dated October 5, 2026, resulted in the issuance of 4,843,303 shares at $1.16 per share. The second, dated October 9, 2026, resulted in the issuance of 57,447 shares at $1.13 per share to certain additional selling securityholders. The registration rights agreements, entered into on October 5 and October 9, 2026, obligated the company to file a registration statement covering the resale of the shares issued in the private placement, including shares issuable under the Placement Agent Warrants.

The filing states that the company has agreed to bear all expenses incurred in connection with the registration of the Shares, while the selling securityholders will pay any discounts, commissions, or similar expenses incurred in connection with sales. The selling securityholders may offer Shares through public or private transactions at fixed, market, or negotiated prices. The prospectus notes that the registration statement had not yet become effective as of the filing date, and the information in the prospectus "is not complete and may be changed."

What Was Disclosed

Telomir Pharmaceuticals filed an S-3 registration statement on October 27, 2026, to register 5,292,810 shares for resale by selling securityholders following a private placement conducted on October 5 and October 9, 2026, at prices of $1.16 and $1.13 per share, respectively.