Telomir Pharmaceuticals Inc. filed SEC Form 8-K: Leadership Update
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Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 15, 2025, the Compensation Committee of the Board of Directors of Telomir Pharmaceuticals, Inc. (the “Company”) approved certain short-term and long-term incentive actions for the Company’s Chief Executive Officer, Erez Aminov. These approvals were subsequently ratified by the full Board of Directors of the Company (the “Board”).
The Company approved the following awards:
| 1. | 2025 Short-Term Incentive (STI) Payout
Following its evaluation of 2025 results, the Compensation Committee approved a short-term incentive payout of $400,000, reflecting Company performance across operational execution, financing activities, and program advancement. | |
| 2. | IND Acceptance Milestone Incentive
The Compensation Committee approved a contingent milestone payout of $150,000, which will become payable upon future FDA acceptance of the Company’s IND submission for Telomir-1. No IND has been submitted to date, and this payout remains contingent on future acceptance. | |
| 3. | Transaction Advisory Award – TELI Acquisition
In recognition of Mr. Aminov’s leadership in negotiating and advancing the potential acquisition of TELI Pharmaceuticals, Inc. (“TELI”), a transaction the Board views as strategically important to the Company’s long-term expansion, the Compensation Committee and Board approved a transaction advisory award equal to 3% of the total TELI transaction value. This amount may be delivered in cash, equity, or a combination of both, at Mr. Aminov’s election and subject to the terms of the Company’s 2024 Omnibus Equity Incentive Plan. Any resulting equity awards will vest immediately upon the closing of the acquisition. | |
| 4. | CEO Base Salary Adjustment
The Compensation Committee and Board approved a base salary of $500,000, effective January 1, 2026, consistent with external benchmarking and recommendations from the Company’s independent compensation consultant. |
The Compensation Committee has authorized Company counsel to prepare the necessary documentation and required SEC filings relating to these actions.
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: December 19, 2025 | By: | /s/ Erez Aminov |
| Name: | Erez Aminov | |
| Title: | Chief Executive Officer | |