Form 8-K
8-K — Telomir Pharmaceuticals, Inc.
Accession: 0001493152-26-045860
Filed: 2026-10-06
Period: 2026-10-05
CIK: 0001971532
SIC: 2834 (PHARMACEUTICAL PREPARATIONS)
Item: Entry into a Material Definitive Agreement
Item: Unregistered Sales of Equity Securities
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — form8-k.htm (Primary)
EX-4.1 (ex4-1.htm)
EX-10.1 (ex10-1.htm)
EX-10.2 (ex10-2.htm)
EX-99.1 (ex99-1.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
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0001971532
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2026-10-05
2026-10-05
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 5, 2026
TELOMIR
PHARMACEUTICALS, INC.
(Exact
Name of Registrant as Specified in its Charter)
Florida
001-41952
87-2606031
(State or Other Jurisdiction
(Commission
(IRS Employer
of Incorporation)
File Number)
Identification No.)
100
SE 2nd St, Suite 2000, #1009
Miami,
Florida 33131
(Address
of Principal Executive Offices)
Registrant’s
telephone number, including area code: (786) 396-6723
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol
Name
of each exchange on which registered
Common Stock, no par value
TELO
The Nasdaq Stock Market
LLC
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01
Entry into a Material Definitive Agreement.
PIPE
Financing
On
October 5, 2026, Telomir Pharmaceuticals, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) with various investors (the “Investors”), pursuant to which the Company agreed to issue and
sell to the Investors in a private placement (the “Private Placement”) 4,843,300 shares (the “Shares”)
of the Company’s common stock, no par value (the “Common Stock”). The securities sold to the Investors consisted
solely of Common Stock, with no accompanying investor warrants, convertible securities or variable-price or reset features. The Investors
included John Paul DeJoria, an existing significant shareholder of the Company, who invested an additional $1.0 million in the Private
Placement. Other existing shareholders and new investors also participated in the Private Placement.
The
closing of the Private Placement occurred on October 5, 2026 (the “Closing”). The purchase price of the Shares is
$1.16 per share, representing a 5% discount to the applicable 10-day volume-weighted average price of the Common Stock on the Nasdaq
Capital Market ending two days prior to the closing of the Private Placement. The total gross proceeds received by the Company from the
Private Placement, before expenses, were approximately $5.6 million. The Company intends to use the proceeds from the Private Placement
primarily to support the clinical development of Telomir-Zn, including the Company’s Phase 1/2 clinical program in advanced or
metastatic triple-negative breast cancer, as well as for working capital and general corporate purposes.
The
Purchase Agreement includes representations, warranties and covenants customary for a transaction of this type.
In
connection with the Private Placement, on October 5, 2026, the Company also entered into a registration rights agreement with the Investors
(the “Registration Rights Agreement”), pursuant to which the Company agreed, among other things, to file a registration
statement with the U.S. Securities and Exchange Commission (the “SEC”), within 30 days of the Closing, to register
the resale of the Shares, subject to the terms and conditions set forth therein.
Alexander
Capital, L.P. (“Alexander Capital”) is acting as the placement agent for the Private Placement pursuant to an engagement
letter, dated June 25, 2026 between the Company and Alexander Capital (the “Engagement Letter”). Pursuant to the Engagement
Letter, the Company agreed to pay Alexander Capital a cash fee equal to 9.0% of the aggregate gross proceeds of the Private Placement.
Based on aggregate gross proceeds of approximately $5.6 million, the aggregate cash placement agent fee payable to Alexander Capital
was approximately $455,000. The Company also agreed to reimburse Alexander Capital for its reasonable and documented accountable expenses
incurred in connection with the Private Placement, including the fees and disbursements of its counsel, subject to an aggregate cap of
$40,000 In addition, pursuant to the Engagement Letter, at the Closing the Company issued to Alexander Capital or its designees warrants
(the “Placement Agent Warrants”) to purchase an aggregate of 387,464 shares of Common Stock, representing 8.0% of
the aggregate number of Shares sold in the Private Placement. The Placement Agent Warrants have an exercise price of $1.16 per share,
equal to 100% of the purchase price per Share in the Private Placement, are exercisable for cash and expire five years following their
issuance. The Placement Agent Warrants also contain customary adjustments in connection with stock splits, stock dividends, combinations
and similar corporate events, but do not contain variable-price, down-round, full-ratchet or other price-reset provisions.
The
foregoing summaries of the Purchase Agreement and the Registration Rights Agreement do not purport to be complete and are subject to,
and qualified in their entirety by, the full text of the Purchase Agreement and the Registration Rights Agreement, copies of which are
filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The
foregoing descriptions of the Engagement Letter and the Placement Agent Warrants do not purport to be complete and are qualified in their
entirety by reference to the terms of the Engagement Letter and the Placement Agent Warrants. A copy of the Placement Warrant Agent is
filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02
Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Private Placement and the Placement Agent Warrants
is incorporated herein by reference.
The
Shares were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) of the Securities Act of 1933,
as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated thereunder. The Investors represented
that they are “accredited investors” as defined in Rule 501(a) under the Securities Act.
Item 7.01.
Regulation FD Disclosure.
On
October 6, 2026, the Company issued a press release announcing the Private Placement. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The
information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act
or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01
Financial Statements and Other Exhibits.
(d)
Exhibits.
Exhibit
No.
Description
4.1
Placement Agent Warrant
10.1
Securities Purchase Agreement, dated October 5, 2026
10.2
Registration Rights Agreement, dated October 5, 2026
99.1
Press Release of Telomir Pharmaceuticals, Inc., dated October 6, 2026
104
Cover Page Interactive
Data File (embedded within the Inline XBRL document)
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: October 6, 2026
By:
/s/ Erez
Aminov
Name:
Erez Aminov
Title:
Chief Executive Officer
EX-4.1
EX-4.1
Filename: ex4-1.htm · Sequence: 2
Exhibit 4.1
NEITHER
THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
WARRANT MAY NOT BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, SUCH
REGISTRATION REQUIREMENTS.
FORM
OF
PLACEMENT
AGENT COMMON STOCK PURCHASE WARRANT
TELOMIR
PHARMACEUTICALS, INC.
Warrant
Shares:
[●]
Issue
Date:
[●],
2026
Initial
Exercise Date:
[the
Issue Date] [●]
Termination
Date:
5:00
p.m. (New York City time) on the fifth (5th) anniversary of the Issue Date
THIS
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Alexander Capital, L.P.,
or its permitted assigns (the “Holder”), is entitled, upon the terms and subject to the limitations and conditions set forth
herein, at any time on or after the Initial Exercise Date and on or prior to the Termination Date, but not thereafter, to subscribe for
and purchase from Telomir Pharmaceuticals, Inc., a Florida corporation (the “Company”), up to 387,464 shares (subject to
adjustment as provided herein, the “Warrant Shares”) of the Company’s common stock, no par value per share (the “Common
Stock”), at the Exercise Price (as defined below).
This
Warrant is being issued in connection with the private placement of shares of Common Stock pursuant to that certain Securities Purchase
Agreement, dated as of October 5, 2026, by and among the Company and the investors party thereto (as amended, supplemented or otherwise
modified from time to time, the “Purchase Agreement”), for which Alexander Capital, L.P. is serving as placement agent. The
parties acknowledge that this Warrant is being issued to the Holder as placement agent compensation in addition to the cash placement
agent fee payable to the Holder in connection with such private placement, and no additional consideration is payable by the Holder for
the issuance of this Warrant.
1.
Definitions
For
purposes of this Warrant, the following terms have the meanings set forth below. Capitalized terms used but not otherwise defined herein
shall have the meanings assigned to them in the Purchase Agreement.
“Affiliate”
means any Person that directly or indirectly controls, is controlled by or is under common control with another Person, as such terms
are used in Rule 405 under the Securities Act.
“Bid
Price” means, for any date, the bid price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P.
or, if such quotation is unavailable, another nationally recognized market quotation service reasonably selected by the Holder; if the
Common Stock is not then traded on a Trading Market, the fair market value of a share of Common Stock as determined in good faith by
the Board of Directors.
“Board
of Directors” means the board of directors of the Company.
“Business
Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized
or required by law to close.
“Commission”
means the United States Securities and Exchange Commission.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
Page 1 of 9
“Person”
means an individual, corporation, partnership, limited liability company, trust, association, joint venture, governmental authority
or other entity of any kind.
“Registration
Rights Agreement” means the Registration Rights Agreement, dated as of October 5, 2026, among the Company and the investors
party thereto, as amended from time to time.
“Rule
144” means Rule 144 promulgated under the Securities Act, as amended from time to time, or any successor rule having substantially
similar effect.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Trading
Day” means a day on which the Common Stock is traded on its principal Trading Market.
“Trading
Market” means any of The Nasdaq Capital Market, The Nasdaq Global Market, The Nasdaq Global Select Market, the New York Stock
Exchange or NYSE American, or any successor national securities exchange on which the Common Stock is then listed.
“Transfer
Agent” means Equiniti Trust Company, LLC, or any successor transfer agent for the Common Stock.
“VWAP”
means, for any Trading Day, the volume-weighted average price of the Common Stock on the principal Trading Market during regular
trading hours, as reported by Bloomberg L.P. or another nationally recognized market quotation service reasonably selected by the Holder.
2.
Exercise
(a)
Exercise of Warrant. Subject to the terms of this Warrant,
the Holder may exercise the purchase rights represented hereby, in whole or in part, at any time or times on or after the Initial Exercise
Date and on or before the Termination Date by delivering to the Company a duly completed and executed Notice of Exercise in substantially
the form attached hereto. The Notice of Exercise may be delivered by electronic mail. No ink-original notice, medallion guarantee, notarization
or physical surrender of this Warrant shall be required in connection with an exercise unless this Warrant is being exercised in full
and the Company reasonably requests surrender for cancellation. Partial exercises shall reduce the number of Warrant Shares remaining
available for exercise by the number of Warrant Shares so purchased, and the Company and the Holder shall maintain records reflecting
all exercises.
(b)
Exercise Price. The exercise price per Warrant Share
shall be $1.16 which is equal to 100% of the purchase price per share of Common Stock in the private placement, subject to adjustment
as provided in this Warrant (the “Exercise Price”).
(c)
Payment of Exercise Price; Cashless Exercise. Except
as provided below, the Holder shall pay the aggregate Exercise Price for the Warrant Shares specified in a Notice of Exercise by wire
transfer of immediately available funds no later than the earlier of (i) two (2) Trading Days following delivery of the Notice of Exercise
and (ii) the number of Trading Days then comprising the standard settlement period for transactions in the Common Stock on the principal
Trading Market. If, at the time of exercise, there is no effective registration statement permitting the issuance or resale of all Warrant
Shares being exercised by the Holder, and such Warrant Shares are not otherwise freely saleable by the Holder pursuant to Rule 144 without
volume or manner-of-sale limitations, the Holder may elect a cashless exercise. In a cashless exercise, the Holder shall receive a number
of Warrant Shares determined by the following formula: X = Y(A-B)/A, where X is the number of Warrant Shares to be issued, Y is the number
of Warrant Shares for which the Warrant is being exercised, A is the VWAP on the Trading Day immediately preceding the applicable Notice
of Exercise (or, if the Notice of Exercise is delivered during regular trading hours, at the Holder’s election the Bid Price at
the time of delivery), and B is the Exercise Price then in effect. No cash payment of the Exercise Price shall be required for a cashless
exercise.
Page 2 of 9
(d)
Mechanics of Exercise. The following provisions shall
apply to each exercise of this Warrant:
(i)
Delivery of Warrant Shares. The Company shall cause
the Warrant Shares purchased upon exercise to be delivered to the Holder or its designee through the Deposit or Withdrawal at Custodian
(“DWAC”) system of The Depository Trust Company, if available and legally permissible, or otherwise in book-entry form through
the Transfer Agent. Delivery shall occur no later than the earliest of (A) two (2) Trading Days after delivery of the Notice of Exercise,
(B) one (1) Trading Day after receipt by the Company of the aggregate Exercise Price (if a cash exercise) and (C) the last day of the
standard settlement period then applicable to transactions in the Common Stock (the “Warrant Share Delivery Date”). Upon
delivery of a properly completed Notice of Exercise, and provided the applicable Exercise Price is timely paid (unless the exercise is
cashless), the Holder shall be deemed the record owner of the Warrant Shares being exercised as of the exercise date.
(ii)
New Warrant Upon Partial Exercise. Upon the Holder’s
request following a partial exercise, the Company shall promptly issue a replacement warrant of like tenor evidencing the right to purchase
the remaining unexercised Warrant Shares. Until such replacement is issued, this Warrant shall continue to evidence the Holder’s
right to purchase the remaining Warrant Shares.
(iii)
Rescission. If the Company fails to deliver the applicable
Warrant Shares by the Warrant Share Delivery Date, the Holder may rescind the applicable exercise by written notice to the Company, without
prejudice to any other remedy available to the Holder.
(iv)
Buy-In. If the Company fails to timely deliver Warrant
Shares after a valid exercise and, as a result, the Holder or its broker is required to purchase shares of Common Stock in the market
to satisfy a sale of the Warrant Shares that the Holder reasonably anticipated receiving (a “Buy-In”), the Company shall,
upon written request and reasonable supporting documentation, reimburse the Holder for the amount by which the Holder’s aggregate
purchase price for the replacement shares (including reasonable brokerage costs) exceeds the amount the Holder received or would have
received from the sale giving rise to the Buy-In. At the Holder’s election, the Company shall also either reinstate the portion
of this Warrant for which the failed exercise occurred or deliver the Warrant Shares that should have been timely delivered.
(v)
No Fractional Shares. No fractional Warrant Shares shall
be issued upon exercise. Any resulting fractional share shall, at the Company’s election, be rounded up to the next whole share
or paid in cash based on the VWAP on the exercise date.
(vi)
Charges and Taxes. The issuance of Warrant Shares shall
be made without charge to the Holder for issuance or transfer-agent fees. The Company shall pay all issuance and transfer-agent charges
relating to an exercise, except that the Holder shall be responsible for any transfer tax attributable to issuance of Warrant Shares
in a name other than the Holder or its permitted transferee.
(vii)
Closing of Books. The Company shall not close its stockholder
records in a manner that prevents the timely exercise of this Warrant in accordance with its terms.
(e)
Beneficial Ownership Limitation. The Company shall not
effect, and the Holder shall not have the right to effect, an exercise of this Warrant to the extent that, after giving effect to the
issuance of the Warrant Shares subject to such exercise, the Holder together with its Affiliates and any other Persons whose beneficial
ownership would be aggregated with the Holder under Section 13(d) of the Exchange Act would beneficially own more than 4.99% of the then-outstanding
Common Stock (the “Beneficial Ownership Limitation”). For purposes of determining the Beneficial Ownership Limitation, the
Holder may rely on the number of outstanding shares reported in the Company’s most recent periodic report filed with the Commission,
a more recent public disclosure by the Company, or a written confirmation from the Company or the Transfer Agent. Upon the Holder’s
written request, the Company shall promptly confirm the number of shares of Common Stock then outstanding. The Holder may increase or
decrease the Beneficial Ownership Limitation by written notice to the Company, provided that it may not be increased above 9.99%, and
any increase shall not become effective until the sixty-first (61st) day after such notice is delivered. This Section shall be interpreted
and applied to give maximum effect to the foregoing ownership limitation and shall apply to any permitted successor holder of this Warrant.
Page 3 of 9
3.
Certain Adjustments
(a)
Stock Dividends, Splits, Combinations and Reclassifications.
If, while this Warrant is outstanding, the Company (i) pays a dividend or makes a distribution on the Common Stock payable in shares
of Common Stock, (ii) subdivides the outstanding Common Stock into a greater number of shares, (iii) combines the outstanding Common
Stock into a smaller number of shares, or (iv) reclassifies the Common Stock into another class of capital stock, then the Exercise Price
and the number and type of securities issuable upon exercise shall be adjusted proportionately so that the aggregate exercise price and
the economic value represented by this Warrant immediately before the applicable event are preserved. Any adjustment under this Section
shall become effective as of the record date or effective date, as applicable, for the relevant event.
(b)
Fundamental Transactions. If, while this Warrant remains
outstanding, the Company consummates a merger or consolidation, a sale or disposition of all or substantially all of its assets, a tender
or exchange offer accepted by holders of more than fifty percent (50%) of the outstanding Common Stock, a reclassification or recapitalization
of the Common Stock, or another transaction or series of related transactions pursuant to which a Person or group acquires more than
fifty percent (50%) of the outstanding Common Stock (a “Fundamental Transaction”), then upon any subsequent exercise of this
Warrant the Holder shall be entitled to receive, for each Warrant Share otherwise issuable, the same kind and amount of securities, cash
or other property that a holder of one share of Common Stock would have been entitled to receive in the Fundamental Transaction (the
“Alternate Consideration”). The Exercise Price shall be appropriately allocated among the components of the Alternate Consideration.
If holders of Common Stock are permitted to elect among forms of consideration, the Holder shall be given the same election. Any successor
entity shall assume in writing the Company’s obligations under this Warrant and shall issue, if reasonably requested by the Holder,
a replacement instrument of substantially equivalent economic terms.
(c)
Calculations. All calculations under this Section 3
shall be made in good faith to the nearest cent or the nearest one-hundredth (1/100) of a share, as applicable.
(d)
Notice of Adjustments and Certain Events. The Company
shall promptly notify the Holder in writing of any adjustment to the Exercise Price or the number or type of Warrant Shares, setting
forth the adjusted amount and a reasonable description of the facts giving rise to the adjustment. The Company shall also give the Holder
reasonable advance written notice, to the extent practicable and subject to applicable securities laws, of any record date or effective
date for a material dividend or distribution, rights offering, Fundamental Transaction, liquidation, dissolution or winding up. If any
such notice contains material nonpublic information, the Company shall comply with its obligations under applicable federal securities
laws with respect to public disclosure of such information.
4.
Transfer of Warrant
(a)
Transferability. Subject to applicable federal and state
securities laws, during the one (1) year period following the Closing Date, this Warrant and the rights evidenced hereby may not be transferred
or assigned, in whole or in part, except to officers or partners of Alexander Capital, L.P. or members of the selling group, in each
case subject to applicable law. Following such one-year period, this Warrant and the rights evidenced hereby may be transferred or assigned,
in whole or in part, by the Holder upon delivery to the Company of a duly executed assignment substantially in the form attached hereto
and such other documentation as the Company may reasonably request to establish the validity of the transfer. Any transfer shall remain
subject to applicable federal and state securities laws and any applicable FINRA requirements.
(b)
New Warrants. Upon a permitted transfer, division or
combination of this Warrant, the Company shall issue one or more replacement warrants of like tenor in the name and denomination requested
by the Holder. All replacement warrants shall bear the original Issue Date and shall be identical in substance to this Warrant except
as to the number of Warrant Shares represented.
Page 4 of 9
(c)
Warrant Register. The Company shall maintain a register
showing the name and address of each registered holder of this Warrant and the number of Warrant Shares then issuable hereunder. The
Company may treat the registered holder as the owner of this Warrant for all purposes absent actual notice of a permitted transfer.
5.
Registration Rights
The
Company shall cause the Warrant Shares to be included as “Registrable Securities” (or the equivalent term) under the Registration
Rights Agreement and in any resale registration statement required to be filed pursuant thereto, on terms no less favorable in any material
respect than those applicable to the shares of Common Stock purchased by investors under the Purchase Agreement. If reasonably requested
by the Company as a condition to such inclusion, the Holder shall execute a joinder to the Registration Rights Agreement in customary
form. The Company shall take such other actions as are reasonably necessary to permit the Holder to resell the Warrant Shares pursuant
to such registration statement when effective. If the parties do not intend for the Warrant Shares to receive registration rights, this
Section 5 should be deleted.
6.
Miscellaneous
(a)
No Rights as a Stockholder Prior to Exercise; No Cash Settlement.
Except for the rights expressly provided in Section 3, this Warrant does not entitle the Holder to voting rights, dividends or other
rights of a stockholder before exercise and issuance of the applicable Warrant Shares. Except for cash payments expressly required under
this Warrant, the Company shall not be required to settle this Warrant in cash.
(b)
Reservation and Valid Issuance of Shares. For so long
as this Warrant remains outstanding, the Company shall reserve from its authorized and unissued Common Stock a number of shares sufficient
to permit full exercise of this Warrant. The Company shall take all reasonable action necessary to ensure that the Warrant Shares, when
issued upon a valid exercise and payment of the applicable Exercise Price (or pursuant to a permitted cashless exercise), are duly authorized,
validly issued, fully paid and nonassessable and issued in compliance with applicable law and the rules of the Trading Market, subject
to any stockholder approval that may be required by such rules.
(c)
Loss, Theft, Destruction or Mutilation. Upon receipt
of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and, in the case of
loss, theft or destruction, an indemnity reasonably satisfactory to the Company (without requiring the posting of a bond), the Company
shall issue a replacement warrant of like tenor. Any mutilated Warrant shall be surrendered for cancellation before a replacement is
issued.
(d)
Business Days. If the last day for taking any action
or exercising any right under this Warrant is not a Business Day, the action may be taken or the right may be exercised on the next succeeding
Business Day.
(e)
Governing Law; Jurisdiction; Waiver of Jury Trial. This
Warrant shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict-of-law principles
that would require application of the laws of another jurisdiction, except to the extent mandatory principles of Florida law apply. Each
of the Company and the Holder irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the Borough
of Manhattan, City of New York, for any action or proceeding arising out of or relating to this Warrant, waives any objection based on
venue or forum non conveniens, and, to the fullest extent permitted by applicable law, waives trial by jury in any such action or proceeding.
(f)
Restrictions. The Holder acknowledges that this Warrant
and any Warrant Shares issued upon exercise may be subject to restrictions on transfer under applicable federal and state securities
laws unless registered or otherwise eligible for resale pursuant to an available exemption from registration.
Page 5 of 9
(g)
Notices. Any notice or other communication under this
Warrant shall be in writing and shall be deemed given when delivered personally, when transmitted by electronic mail during the recipient’s
normal business hours (or on the next Business Day if transmitted outside such hours), or one (1) Business Day after deposit with a nationally
recognized overnight courier, in each case to the applicable address set forth below (or to such other address as a party may designate
by notice):
If
to the Company:
Telomir
Pharmaceuticals, Inc.
100 SE 2nd St., Suite 2000, #1009
Miami, Florida 33131
Attention: Erez Aminov
Email:
with
a copy (which shall not constitute notice) to:
Cozen O’Connor
200 S. Biscayne Blvd., Suite 3000
Miami, Florida 33131
Attention: Martin Schrier and Seth Popick
Email:
If
to the Holder:
Alexander
Capital, L.P.
17 State Street
New York, New York 10004
Attention: [●]
Email: [●]
with a copy to: [●]
(h)
Limitation of Liability. No provision of this Warrant,
in the absence of an affirmative exercise by the Holder, shall give rise to any liability of the Holder for the Exercise Price or as
a stockholder of the Company.
(i)
Remedies. The Holder shall be entitled to all remedies
available at law or in equity for a breach of this Warrant, including specific performance and injunctive relief where appropriate. The
Company acknowledges that damages may not be an adequate remedy for a failure to timely honor a valid exercise of this Warrant.
(j)
Successors and Assigns. Subject to the transfer restrictions
set forth herein and applicable securities laws, this Warrant shall bind and inure to the benefit of the Company and the Holder and their
respective successors and permitted assigns.
(k)
Amendment and Waiver. This Warrant may be amended, modified
or waived only by a written instrument executed by the Company and the Holder; provided that no amendment or waiver may adversely affect
the Holder’s rights with respect to an exercise already validly submitted before such amendment or waiver becomes effective.
(l)
Severability. If any provision of this Warrant is held
invalid or unenforceable, such provision shall be ineffective only to the extent of such invalidity or unenforceability, and the remaining
provisions shall remain in full force and effect.
(m)
Headings. Section headings are for convenience only
and shall not affect the interpretation of this Warrant.
(n)
Electronic Signatures; Counterparts. Signatures delivered
electronically or by portable document format shall be effective as originals. To the extent this Warrant or any amendment is executed
in counterparts, each counterpart shall be deemed an original and all counterparts together shall constitute one instrument.
[Signature
Page Follows]
Page 6 of 9
SIGNATURE
PAGE TO
FORM OF PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officer as of the Issue Date set forth above.
TELOMIR PHARMACEUTICALS, INC.
By:
Name:
[●]
Title:
[●]
Date:
[●],
2026
Page 7 of 9
NOTICE
OF EXERCISE
TO:
TELOMIR PHARMACEUTICALS, INC.
The
undersigned holder of the attached Placement Agent Common Stock Purchase Warrant (the “Warrant”) hereby irrevocably elects
to exercise the Warrant for the number of Warrant Shares indicated below, on the terms set forth in the Warrant. Capitalized terms used
but not defined in this Notice of Exercise have the meanings given to them in the Warrant.
Number
of Warrant Shares being exercised:
[●]
Exercise
Price per Warrant Share:
$[●]
Aggregate
Exercise Price (if cash exercise):
$[●]
Date
of Exercise:
[●]
Payment
method (check one):
☐
Cash exercise. The undersigned will deliver the Aggregate Exercise Price in immediately available funds in accordance with the Warrant.
☐
Cashless exercise. The undersigned elects the cashless exercise procedure permitted by Section 2(c) of the Warrant.
Please
issue the Warrant Shares in the following name and deliver them to the following account or address:
Name
of registered holder/designee: ________________________________________________
DWAC
/ DTC Account Number (if applicable): _________________________________________
Broker
/ Participant Name and Number: ______________________________________________
Address
(if book-entry/DWAC is unavailable): ________________________________________
________________________________________________________________________________
The
undersigned represents that, after giving effect to this exercise, the issuance of the Warrant Shares will not violate the Beneficial
Ownership Limitation set forth in the Warrant.
Name
of Holder: Alexander Capital, L.P. or permitted assignee
By:
______________________________________
Name:
____________________________________
Title:
_____________________________________
Date:
_____________________________________
Page 8 of 9
ASSIGNMENT
FORM
(To
assign the foregoing Warrant, execute this form and provide the requested information. Do not use this form to exercise the Warrant.)
FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to the assignee identified below the portion of the foregoing Placement
Agent Common Stock Purchase Warrant covering the number of Warrant Shares indicated below, together with all rights of the undersigned
with respect to such portion, subject to the terms of the Warrant and applicable securities laws.
Assignee
Name: _________________________________________________________________
Assignee
Address: _______________________________________________________________
________________________________________________________________________________
Assignee
Email: __________________________________________________________________
Number
of Warrant Shares subject to assignment: _____________________________________
Date:
______________________________
Holder:
________________________________________________________________________
By:
______________________________________
Name:
____________________________________
Title:
_____________________________________
Page 9 of 9
EX-10.1
EX-10.1
Filename: ex10-1.htm · Sequence: 3
Exhibit
10.1
SECURITIES
PURCHASE AGREEMENT
This
SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of Otocber 5, 2026, by and among Telomir Pharmaceuticals,
Inc., a Florida corporation (the “Company”), and each of the entities listed on Exhibit A attached to this
Agreement (each, an “Investor” and together, the “Investors”).
WHEREAS,
the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act;
WHEREAS,
the Company desires to sell to the Investors, and each Investor desires to purchase from the Company, severally and not jointly, upon
the terms and subject to the conditions stated in this Agreement, shares (the “Shares”) of the Company’s common
stock, no par value per share (the “Common Stock”).
WHEREAS,
contemporaneously with the sale of the Shares the parties hereto will execute and deliver a Registration Rights Agreement, substantially
in the form attached hereto as Exhibit B, pursuant to which the Company will agree to provide certain registration rights in respect
of the Shares (as defined below) under the Securities Act and applicable state securities laws.
NOW
THEREFORE, in consideration of the mutual agreements, representations, warranties and covenants herein contained, the Company and
each Investor, severally and not jointly, agree as follows:
1.
Definitions. As used in this Agreement, the following terms shall have the following respective meanings:
“Affiliate”
means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediates, controls, is controlled
by or is under common control with such Person.
“Agreement”
has the meaning set forth in the recitals.
“Bylaws”
means the Bylaws of the Company, as currently in effect.
“Amended
and Restated Articles of Incorporation” means the Articles of Incorporation of the Company, as currently in effect.
“Benefit
Plan” or “Benefit Plans” means employee benefit plans as defined in Section 3(3) of ERISA and all other
employee benefit practices or arrangements, including, without limitation, any such practices or arrangements providing severance pay,
sick leave, vacation pay, salary continuation for disability, retirement benefits, deferred compensation, bonus pay, incentive pay, stock
options or other stock-based compensation, hospitalization insurance, medical insurance, life insurance, scholarships or tuition reimbursements,
maintained by the Company or to which the Company is obligated to contribute for employees or former employees of the Company.
“Board
of Directors” means the board of directors of the Company.
“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.
“Closing”
has the meaning set forth in Section 2.2.
“Closing Date” has the meaning set forth in Section 2.2.
“Code”
means the U.S. Internal Revenue Code of 1986, as amended.
“Common Stock” has the meaning set forth in the recitals.
“Common
Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common
Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible
into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
“Company’s
Knowledge” means the actual knowledge, after reasonable inquiry of the persons having primary responsibility for the applicable
subject matter, of the Company’s Chief Executive Officer.
“Disclosure
Document” has the meaning set forth in Section 5.3.
“Disqualification Event” has the meaning set
forth in Section 3.28.
“Drug
Regulatory Agency” means the U.S. Food and Drug Administration (“FDA”) or other foreign, state, local or
comparable governmental authority responsible for regulation of the research, development, testing, manufacturing, processing, storage,
labeling, sale, marketing, advertising, distribution and importation or exportation of drug or biological products and drug or biological
product candidates.
“Environmental
Laws” has the meaning set forth in Section 3.15.
“ERISA”
means the U.S. Employee Retirement Income Security Act of 1974, as amended.
“Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended, and all of the rules and regulations promulgated thereunder.
“FBCA”
means the Florida Business Corporation Act, as amended.
“Financial
Statements” has the meaning set forth in Section 3.8(b).
“Fundamental
Representations” means the representations and warranties made by the Company in Sections 3.1 (Organization and Power),
3.2 (Capitalization), 3.4 (Authorization), 3.5 (Valid Issuance), 3.6 (No Conflict), 3.7 (Consents),
3.8 (SEC Filings; Financial Statements), 3.18 (Nasdaq Stock Market), 3.19 (Sarbanes-Oxley Act), 3.23 (Price Stabilization
of Common Stock), 3.24 (Investment Company Act), 3.25 (General Solicitation; No Integration or Aggregation), 3.26
(Brokers and Finders),
3.27 (Reliance by the Investors), 3.28 (No Disqualification Events), 3.29 (Other Covered Persons) and 3.30 (No
Additional Agreements).
2
“GAAP”
has the meaning set forth in Section 3.8(b).
“GDPR”
has the meaning set forth in Section 3.33.
“Governmental
Authorizations” has the meaning set forth in Section 3.11.
“Health Care Laws” has the meaning set
forth in Section 3.21.
“HIPAA”
has the meaning set forth in Section 3.32.
“Indemnified Person” has the meaning set forth in Section 5.9.
“Intellectual Property” has the meaning set forth in Section 3.12.
“Investor”
and “Investors” have the meanings set forth in the recitals.
“Issuer Covered Person” has the meaning
set forth in Section 3.28.
“IT
Systems” has the meaning set forth in Section 3.32.
“Material
Adverse Effect” means any change, event, circumstance, development, condition, occurrence or effect that, individually or in
the aggregate, (a) was, is, or would reasonably be expected to be, materially adverse to the business, financial condition, properties,
assets, liabilities, shareholders’ equity or results of operations of the Company or (b) materially delays or materially impairs
the ability of the Company to comply, or prevents the Company from complying, with its obligations under this Agreement, the other Transaction
Agreements, or with respect to the Closing, or would reasonably be expected to do so.
“Nasdaq”
means the Nasdaq Stock Market LLC.
“National
Exchange” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the
date in question, together with any successor thereto: the NYSE American, The New York Stock Exchange, The Nasdaq Global Market, The
Nasdaq Global Select Market and The Nasdaq Capital Market.
“Person”
means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated
association, joint venture or any other entity or organization.
“Personal
Data” has the meaning set forth in Section 3.32.
“Placement Agent” means Alexander Capital L.P.
“Privacy
Laws” has the meaning set forth in Section 3.33.
“Privacy
Statements” has the meaning set forth in Section 3.33.
3
“Process”
or “Processing” has the meaning set forth in Section 3.33.
“Registration
Rights Agreement” has the meaning set forth in Section 6.1(j).
“Regulatory
Agencies” has the meaning set forth in Section 3.20.
“Rule
144” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.
“SEC”
means the U.S. Securities and Exchange Commission.
“SEC
Reports” means all forms, reports, schedules, statements, certifications and other documents filed with or furnished to the
SEC by the Company pursuant to the Securities Act or the Exchange Act during the twelve-month period preceding the date of this Agreement
and through the Closing Date, including all Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K,
proxy and information statements and registration statements, in each case together with all amendments, exhibits and documents incorporated
by reference therein.
“Securities
Act” means the U.S. Securities Act of 1933, as amended, and all of the rules and regulations promulgated thereunder.
“Share
Price” means $1.16.
“Shares”
has the meaning set forth in the recitals.
“Short
Sales” include, without limitation, (a) all “short sales” as defined in Rule 200 promulgated under Regulation SHO
under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sale contracts, options,
puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar
arrangements (including on a total return basis), and (b) sales and other transactions through non-U.S.
broker dealers or non-U.S. regulated brokers (but shall not be deemed to include the location and/or reservation of borrowable shares
of Common Stock).
“Studies”
has the meaning set forth in Section 3.20.
“Tax”
or “Taxes” means any and all federal, state, local, foreign and other taxes, levies, fees, imposts, duties and charges
of whatever kind (including any interest, penalties or additions to the tax imposed in connection therewith or with respect thereto),
whether or not imposed on the Company including, without limitation, taxes imposed on, or measured by, income, franchise, profits or
gross receipts, and also ad valorem, value added, sales, use, service, real or personal property, capital stock, license, payroll, withholding,
employment, social security, workers’ compensation, unemployment compensation, utility, severance, production, excise, stamp, occupation,
premium, windfall profits, transfer and gains taxes and customs duties.
4
“Tax
Returns” means returns, reports, information statements and other documentation (including any additional or supporting material)
filed or maintained, or required to be filed or maintained, in connection with the calculation, determination, assessment or collection
of any Tax and shall include any amended returns required as a result of examination adjustments made by the Internal Revenue Service
or other Tax authority.
“Transaction
Agreements” means this Agreement and the Registration Rights Agreement.
“Transfer
Agent” means, with respect to the Common Stock, Equity Trust Company, LLC or such other financial institution that provides
transfer agent services as the Company may engage from time to time.
2.
Purchase and Sale of Shares.
2.1
Purchase and Sale. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell,
and the Investors, severally and not jointly, agree to purchase, the number and type of Shares, for the aggregate purchase price, set
forth opposite the Investor’s name on Exhibit A. The purchase price per Share is equal to the Share Price.
2.2
Closing. Subject to the satisfaction or waiver of the conditions
set forth in Section 5.6 of this Agreement, the closing of the purchase and sale of the Shares (the “Closing”
and the date on which the Closing occurs, the “Closing Date”) shall occur remotely via the exchange of documents and
signatures at such time as agreed to by the Company and the Investors but (i) in no event earlier than the first Business Day after the
date of this Agreement and (ii) in no event later than the fifth Business Day after the date of this Agreement. At the Closing, the Shares
shall be issued and registered in the name of the Investor, or in such nominee name(s) as designated by such Investor, representing the
number of Shares to be purchased by the Investor at such Closing as set forth in Exhibit A, in each case against payment to the
Company of the purchase price therefor (the “Aggregate Purchase Amount”) in full, by wire transfer to the Company
of immediately available funds, at or prior to the Closing, in accordance with wire instructions provided by the Company to the Investors
at least one Business Day prior to the Closing. On the Closing Date, the Company will cause the Transfer Agent to issue the Shares in
book-entry form, free and clear of all restrictive and other legends (except as expressly provided in Section 4.10 hereof) and
the Company shall provide evidence of such issuance from the Company’s Transfer Agent as soon as reasonably practical following
the Closing Date to each Investor. In the event that the Closing has not occurred within one Business Day after the expected Closing
Date, unless otherwise agreed by the Company and such Investor, the Company shall promptly (but no later than one Business Day thereafter)
return the previously wired Aggregate Purchase Amount to each respective Investor by wire transfer of United States dollars in immediately
available funds to the account specified by each Investor, and any book entries for the Shares shall be deemed cancelled; provided that,
unless this Agreement has been terminated pursuant to Section 7, such return of funds shall not terminate this Agreement or relieve
such Investor of its obligation to purchase, or the Company of its obligation to issue and sell, the Shares at the Closing.
3.
Representations and Warranties of the Company. Except as specifically disclosed in the SEC Reports filed with or furnished to
the SEC prior to the date of this Agreement, and only to the extent that the relevance of such disclosure to the applicable representation
or warranty is reasonably apparent on the face of such disclosure, the Company hereby represents and warrants to each Investor and the
Placement Agent that the statements contained in this Section 3 are true and correct as of the date of this Agreement and as of
the Closing Date, except for representations and warranties that expressly speak as of an earlier date, which shall be true and correct
as of such earlier date. Notwithstanding the foregoing, disclosures contained in any “Risk Factors” section, any disclosure
of risks that are predictive, cautionary or forward-looking in nature, and any general, nonspecific or hypothetical disclosure shall
not qualify any representation or warranty contained in this Section 3.
5
3.1
Organization and Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the
State of Florida, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now
conducted and described in the SEC Reports and is qualified to do business in each jurisdiction in which the character of its properties
or the nature of its business requires such qualification, except where such failure to be in good standing or to have such power and
authority or to so qualify would not reasonably be expected to have a Material Adverse Effect.
3.2
Capitalization. The Company’s disclosure of its authorized, issued and outstanding capital stock in the SEC Reports containing
such disclosure was accurate in all material respects as of the date indicated in such SEC Reports. All of the issued and outstanding
shares of Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding shares
of capital stock of the Company were issued in violation of any preemptive or other similar rights of any securityholder of the Company
which have not been waived, and such shares were issued in compliance in all material respects with applicable state and federal securities
law and any rights of third parties. There are no outstanding rights (including, without limitation, pre-emptive rights), warrants or
options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the
Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the
issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights,
warrants or options; the capital stock of the Company conforms in all material respects to the description thereof contained in the SEC
Reports; and all the outstanding shares of capital stock or other equity interests of each subsidiary owned, directly or indirectly,
by the Company have been duly and validly authorized and issued, are fully paid and non-assessable (except, in the case of any foreign
subsidiary, for directors’ qualifying shares) and are owned directly or indirectly by the Company, free and clear of any lien,
charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party.
3.3
Registration Rights. Except as set forth in the Transaction Agreements or as disclosed in the SEC Reports, the Company is presently
not under any obligation, and has not granted any rights, to register under the Securities Act any of the Company’s presently outstanding
securities or any of its securities that may hereafter be issued, other than such rights and obligations that have expired or been satisfied
or waived.
3.4
Authorization. The Company has all requisite corporate power and authority to enter into the Transaction Agreements and to carry
out and perform its obligations under the terms of the Transaction Agreements, including the issuance and sale of the Shares. All corporate
action on the part of the Company, its officers, directors and shareholders necessary for the authorization of the Shares, authorization,
execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated herein, including
the issuance and sale of the Shares has been taken, including, without limitation, the approval of the Board of Directors (or a committee
thereof) in accordance with the FBCA. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization,
execution and delivery by each Investor of this Agreement and that this Agreement constitutes the legal, valid and binding agreement
of each Investor, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar
laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered
in a proceeding in equity or at law). Upon its execution by the Company and the other parties thereto and assuming that it constitutes
legal, valid and binding agreements of the other parties thereto, the Registration Rights Agreement will constitute a legal, valid and
binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general
equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
6
3.5
Valid Issuance. The Shares being purchased by the Investors hereunder have been duly and validly authorized and, upon issuance
pursuant to the terms of this Agreement against full payment therefor in accordance with the terms of this Agreement, will be duly and
validly issued, fully paid and non-assessable and will be issued free and clear of any liens or other restrictions (other than those
as provided in the Transaction Agreements or restrictions on transfer under applicable state and federal securities laws), and the holder
of the Shares shall be entitled to all rights accorded to a holder of Common Stock. The issuance and delivery of the Shares does not,
(a) obligate the Company to offer to issue, or issue, shares of Common Stock or other Shares to any Person (other than the Investors)
pursuant to any preemptive rights, rights of first refusal, rights of participation or similar rights, or (b) result in any adjustment
(automatic, at the election of any Person or otherwise) of the exercise, conversion, exchange or reset price under, or any other anti-dilution
adjustment pursuant to, any outstanding Shares of the Company. Subject to the accuracy of the representations and warranties made by
the Investors in Section 4, the offer and sale of the Shares to the Investors is, and will be, (i) exempt from the registration
and prospectus delivery requirements of the Securities Act and (ii) exempt from (or otherwise not subject to) the registration and qualification
requirements of applicable securities laws of the states of the United States.
3.6
No Conflict. The execution, delivery and performance of the Transaction Agreements by the Company, the issuance and sale of the
Shares and the consummation of the other transactions contemplated by the Transaction Agreements will not (i) violate any provision of
the Amended and Restated Articles of Incorporation or Bylaws of the Company, (ii) conflict with or result in a violation of or default
(with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any
obligation, a change of control right or to a loss of a benefit under
any agreement or instrument, credit facility, franchise, license, judgment, order, statute, law, ordinance, rule or regulations, applicable
to the Company or their respective properties or assets, or (iii) result in a violation of any law, rule, regulation, order, judgment,
injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including federal and
state securities laws and regulations) and the rules and regulations of any self-regulatory organization to which the Company or its
Shares are subject, or by which any property or asset of the Company is bound or affected, except, in the case of clauses (ii) and (iii),
as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.
3.7
Consents. Assuming the accuracy of the representations and warranties of each Investor set forth in Section 4 hereof, no consent,
approval, authorization, filing with or order of or registration with, any court or governmental agency or body is required in connection
with the authorization, execution or delivery by the Company of the Transaction Agreements, the issuance and sale of the Shares and the
performance by the Company of its other obligations under the Transaction Agreements, except (a) as have been or will be obtained or
made under the Securities Act or the Exchange Act, (b) the filing of any requisite notices and/or application(s) to the National Exchange
for the issuance and sale of the Shares and the listing of the Shares for trading or quotation, as the case may be, thereon in the time
and manner required thereby, (c) customary post-closing filings with the SEC or pursuant to state securities laws in connection with
the offer and sale of the Shares by the Company in the manner contemplated herein, which will be filed on a timely basis, (d) the filing
of the registration statement required to be filed by the Registration Rights Agreement, or (e) such that the failure of which to obtain
would not have a Material Adverse Effect. All notices, consents, authorizations, orders, filings and registrations which the Company
is required to deliver or obtain prior to the Closing pursuant to the preceding sentence have been obtained or made or will be delivered
or obtained or effected, and shall remain in full force and effect, on or prior to the Closing.
3.8
SEC Filings; Financial Statements.
(a)
The Company has filed all forms, statements, certifications, reports and documents required to be filed by it with the SEC under Section
13, 14(a) and 15(d) of the Exchange Act for the one year preceding the date of this Agreement. As of the time it was filed with the SEC
(or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC
Reports complied in all material respects with the applicable requirements of the Exchange Act , and, as of the time they were filed
, none of the filed SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s Knowledge,
none of the SEC Reports are the subject of an ongoing SEC review. The interactive data in eXtensible Business Reporting Language included
in the SEC Reports fairly presents the information called for in all material respects and has been prepared in accordance with the SEC’s
rules and guidelines applicable thereto.
7
(b)
The consolidated financial statements of the Company included in the SEC Reports (collectively, the “Financial Statements”)
comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto
as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects
the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the
periods therein specified, and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”)
applied on a consistent basis throughout the periods therein specified ((except as otherwise noted therein, and except that any unaudited
financial statements may not contain certain footnotes and are subject to normal and recurring year-end adjustments). Except as set forth
in the Financial Statements filed prior to the date of this Agreement, the Company has not incurred any liabilities, contingent or otherwise,
except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements
or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of which, individually
or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect.
3.9
Absence of Changes. Since December 31, 2025, (a) the Company has conducted its business only in the ordinary course of business
and there have been no material transactions entered into by the Company (except for the execution and performance of this Agreement
and the discussions, negotiations and transactions related thereto); (b) no material change to any material contract or arrangement by
which the Company is bound or to which any of its assets or properties is subject has been entered into that has not been disclosed in
the SEC Reports; and (c) there has not been any other event or condition of any character that has had or would reasonably be expected
to have a Material Adverse Effect; provided, however, that none of the following will be deemed in themselves, either alone or in combination,
to constitute, and that none of the following will be taken into account in determining whether there has been or will be, a Material
Adverse Effect under this Section 3.9:
(i)
any change generally affecting the economy, financial markets or political, economic or regulatory conditions in the United States or
any other geographic region in which the Company conducts business, provided that the Company is not disproportionately affected thereby;
(ii)
general financial, credit or capital market conditions, including interest rates or exchange rates, or any changes therein, provided
that the Company is not disproportionately affected thereby;
(iii)
any change that generally affects industries in which the Company conducts business, provided that the Company is not disproportionately
affected thereby;
(iv)
earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, fires or other natural disasters, weather conditions, global pandemics,
including the COVID-19 pandemic and related strains, epidemic or similar health emergency, and other force majeure events in the United
States or any other location, provided that the Company is not disproportionately affected thereby;
(v)
national or international political or social conditions (or changes in such conditions), whether or not pursuant to the declaration
of a national emergency or war, or the occurrence of any military or terrorist attack, provided that the Company is not disproportionately
affected thereby;
(vi)
material changes in laws after the date of this Agreement; and
(vii)
in and of itself, any material failure by the Company to meet any published or internally prepared estimates of revenues, expenses, earnings
or other economic performance for any period ending on or after the date of this Agreement (it being understood that the facts and circumstances
giving rise to such failure may be deemed to constitute, and may be taken into account in determining whether there has been, a Material
Adverse Effect to the extent that such facts and circumstances are not otherwise described in clauses (i)-(v) of this definition).
8
3.10
Absence of Litigation. There is no action, suit, proceeding, arbitration, claim, investigation, charge, complaint or inquiry pending
or, to the Company’s Knowledge, threatened against the Company which, individually or in the aggregate, has had or would reasonably
be expected to have a Material Adverse Effect, nor are there any orders, writs, injunctions, judgments or decrees outstanding of any
court or government agency or instrumentality and binding upon the Company that have had or would reasonably be expected to have a Material
Adverse Effect. Neither the Company nor to the knowledge of the Company, any director or officer of the Company is, or within the last
ten years has been, the subject of any action involving a claim of violation of or liability under federal or state securities laws relating
to the Company or a claim of breach of fiduciary duty relating to the Company.
3.11
Compliance with Law; Permits. The Company is not in violation of, or has received any notices of violations with respect to, any
laws, statutes, ordinances, rules or regulations of any governmental body, court or government agency or instrumentality, except for
violations which, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.
The Company has all required licenses, permits, certificates and other authorizations (collectively, “Governmental Authorizations”)
from such federal, state or local government or governmental agency, department or body that are currently necessary for the operation
of the business of the Company as currently conducted, except where the failure to possess currently such Governmental Authorizations
has not had and is not reasonably expected to have a Material Adverse Effect. The Company has not received any written (or, to the Company’s
Knowledge, oral) notice regarding any revocation or material modification of any such Governmental Authorization, which, individually
or in the aggregate, if the subject of an unfavorable decision, ruling or finding, has or would reasonably be expected to result in a
Material Adverse Effect.
3.12
Intellectual Property. The Company owns, or have rights to use, all material inventions, patent applications, patents, trademarks,
trade names, service names, service marks, copyrights, trade secrets, know how (including unpatented and/or unpatentable proprietary
of confidential information, systems or procedures) and other intellectual property as described in the SEC Reports necessary for, or
used in the conduct of their respective businesses (including as described in the SEC Reports) (collectively, “Intellectual
Property”), except where any failure to own, possess or acquire such Intellectual Property has not had, and would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse
Effect. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable,
in whole or in part. To the Company’s Knowledge: (i) there are no third parties who have rights to any Intellectual Property, including
no liens, security interests, or other encumbrances; and (ii) there is no infringement by third parties of any Intellectual Property,
except, in each case, which, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse
Effect. No action, suit, or other proceeding is pending, or, to the Company’s Knowledge, is threatened: (A) challenging the Company’s
rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C)
alleging that the Company infringes, misappropriates, or otherwise violates any patent, trademark, trade name, service name, copyright,
trade secret or other proprietary rights of others, except, in each case, which, individually or in the aggregate, have not had and would
not reasonably be expected to have a Material Adverse Effect. The Company has complied in all material respects with the terms of each
agreement pursuant to which Intellectual Property has been licensed to the Company in all material respects, and to the Company’s
Knowledge all such agreements are in full force and effect. To the Company’s Knowledge, there are no material defects in any of
the patents or patent applications included in the Intellectual Property. The Company has taken all reasonable steps to protect, maintain
and safeguard their Intellectual Property.
Each
current and former employee, consultant and contractor of the Company or any Subsidiary who has participated in the conception, development
or creation of material Intellectual Property has executed a valid confidentiality and invention-assignment agreement assigning to the
Company or the applicable Subsidiary all rights in such Intellectual Property, and no such Person has asserted any ownership or other
adverse claim with respect thereto.
Neither
the Company nor any Subsidiary has received written notice of termination, breach or default under any material license or other agreement
pursuant to which the Company or any Subsidiary obtains rights to material Intellectual Property. To the Company’s Knowledge, no
material Intellectual Property is subject to any funding agreement or arrangement with a governmental authority or academic institution
that grants such authority or institution any ownership, march-in, commercialization or other material right that has not been disclosed
in the SEC Reports.
9
3.13
Employee Benefits. Except as would not be reasonably likely to result in a Material Adverse Effect, each Benefit Plan has been
established and administered in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code, the Patient
Protection and Affordable Care Act of 2010, as amended, and other applicable laws, rules and regulations. The Company is in compliance
with all applicable federal, state and local laws, rules and regulations regarding employment, except for any failures to comply that
are not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. There is no labor dispute, strike or
work stoppage against the Company pending or, to the knowledge of the Company, threatened which may interfere with the business activities
of the Company, except where such dispute, strike or work stoppage is
not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect.
3.14
Taxes. The Company has filed all federal, state and foreign income Tax Returns and other Tax Returns required to have been filed
under applicable law (or extensions have been duly obtained) and have paid all Taxes required to have been paid by them, except for those
which are being contested in good faith and except where failure to file such Tax Returns or pay such Taxes would not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect. No assessment in connection with United States federal tax
returns has been made against the Company. The charges, accruals and reserves on the books of the Company in respect of any income and
corporation tax liability for any years not finally determined are adequate to meet any assessments or reassessments for additional income
tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.
No audits, examinations, or other proceedings with respect to any material amounts of Taxes of the Company are presently in progress
or have been asserted or proposed in writing without subsequently being paid, settled or withdrawn. There are no liens on any of the
assets of the Company. At all times since inception, the Company has been and continues to be classified as a corporation for U.S. federal
income tax purposes. The Company has not been a United States real property holding corporation within the meaning of Code Section 897(c)-2
during the period specified in Code Section 897(c)(1)(A)(ii).
3.15
Environmental Laws. The Company (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations
relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants
(“Environmental Laws”), (ii) has received all permits and other Governmental Authorizations required under applicable
Environmental Laws to conduct their business and (iii) is in compliance with all terms and conditions of any such permit, license or
approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or
failure to comply with the terms and conditions of such permits, licenses or approvals would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. The Company has not received since January 1, 2025, any written notice or other communication
(in writing or otherwise), whether from a governmental authority or other Person, that alleges that the Company is not in compliance
with any Environmental Law and, to the knowledge of the Company, there are no circumstances that may prevent or interfere with the Company’s
compliance in any material respects with any Environmental Law in the future, except where such failure to comply would not reasonably
be expected to have a Material Adverse Effect. To the knowledge of the Company: (i) no current or (during the time a prior property was
leased or controlled by the Company) prior property leased or controlled by the Company has received since January 1, 2025, any written
notice or other communication relating to property owned or leased at any time by the Company, whether from a governmental authority,
or other Person, that alleges that such current or prior owner or the Company is not in compliance with or violated any Environmental
Law relating to such property and (ii) the Company has no material liability under any Environmental Law.
3.16
Title. The Company has good and marketable title to all personal property owned by it that is material to the business of the
Company, free and clear of all liens, encumbrances and defects except such as do not materially and adversely affect the value of such
property and do not materially and adversely interfere with the use made
and proposed to be made of such property by the Company. Any real property and buildings held under lease by the Company is held under
valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed
to be made of such property and buildings by the Company. The Company does not own any real property.
10
3.17 Insurance.
The Company carries or is entitled to the benefits of insurance in such amounts and covering such risks that is customary for
comparably situated companies and is adequate for the conduct of its business and the value of its real and personal properties
(owned or leased) and tangible assets, and each of such insurance policies is in full force and effect and the Company is in
compliance in all material respects with the terms of such insurance policies. Other than customary end-of-policy notifications from
insurance carriers, since January 1, 2026, the Company has not received any notice or other communication regarding any actual or
possible: (i) cancellation or invalidation of any material insurance policy or (ii) refusal or denial of any coverage, reservation
of rights or rejection of any material claim under any insurance policy. Such insurance includes directors’ and
officers’ liability insurance and such product-development, clinical-trial, cybersecurity and other insurance as is customary
and reasonably adequate for a biotechnology company at the Company’s stage of development, in each case to the extent
applicable to the Company’s activities. To the Company’s Knowledge, it has not received written notice that it will be
unable to renew its existing material insurance coverage as and when such coverage expires or obtain comparable coverage from
similar insurers at commercially reasonable cost.
3.18
Nasdaq Stock Market. The issued and outstanding shares of Common Stock are registered pursuant to Section 12(b) of the Exchange
Act and are listed for trading on the Nasdaq Capital Market under the symbol “TELO”. The Company is in compliance with all
listing requirements of Nasdaq applicable to the Company. As of the date of this Agreement, there is no suit, action, proceeding or investigation
pending or, to the knowledge of the Company, threatened against the Company by Nasdaq or the SEC, respectively, to prohibit or terminate
the listing of the Common Stock on the Nasdaq Capital Market or to deregister the Common Stock under the Exchange Act. The Company has
taken no action as of the date of this Agreement that is designed to terminate the registration of the Common Stock under the Exchange
Act.
3.19
Sarbanes-Oxley Act. The Company is, and since January 1, 2025 has been, in compliance in all material respects with all applicable
requirements of the Sarbanes-Oxley Act of 2002 and applicable rules and regulations promulgated by the SEC thereunder.
3.20
Clinical Data and Regulatory Compliance. (a) Except as would not reasonably be expected to result in a Material Adverse Effect:
(i) the preclinical tests and clinical trials and other studies used to support regulatory approval (collectively, “Studies”)
being conducted by or on behalf of, or sponsored by, the Company that are described in, or the results of which are referred to in, the
SEC Reports were (and, if still pending, are being) conducted in all material respects in accordance with the protocols, procedures and
controls designed and approved for such Studies and with standard medical and scientific research procedures; (ii) each description of
the results of such Studies is accurate and complete in all material respects and fairly presents the data derived from such Studies,
and the Company has no knowledge of any other studies the results of which are inconsistent with, or otherwise call into question, the
results described or referred to in the SEC Reports; (iii) the Company
has made all such filings and obtained all such approvals as may be required by the FDA or from any other U.S. federal, state or local
government or foreign government or Drug Regulatory Agency, or Institutional Review Board, each having jurisdiction over biopharmaceutical
products (collectively, the “Regulatory Agencies”) for the conduct of its business as described in the SEC Reports;
(iv) the Company has not received any notice of, or correspondence from, any of the Regulatory Agencies requiring the termination or
suspension of or imposing any clinical hold on any clinical trials that are described or referred to in the SEC Reports; and (v) the
Company has operated and currently are in compliance in all material respects with all applicable rules, regulations and policies of
the Regulatory Agencies.
11
(b)
To the Company’s Knowledge, neither the Company nor any Subsidiary has received any FDA Form 483, warning letter, untitled letter,
notice of adverse finding, notice of violation, clinical hold, deficiency notice or other written communication from any Regulatory Agency
or Institutional Review Board alleging material noncompliance with applicable law or requiring the termination, suspension or material
modification of any Study or development program, in each case other than as accurately disclosed in the SEC Reports. There is no pending
or, to the Company’s Knowledge, threatened action by any Regulatory Agency or Institutional Review Board seeking any such result.
All material reports, applications, submissions, records and other information submitted by or on behalf of the Company or any Subsidiary
to any Regulatory Agency or Institutional Review Board were true, complete and accurate in all material respects as of the date submitted,
or were subsequently corrected or supplemented, and neither the Company nor any Subsidiary has failed to make any material filing or
report required to be made.
Neither
the Company nor any Subsidiary is aware of any integrity issue, material protocol deviation, unreported serious adverse event or other
fact relating to any Study that would reasonably be expected to require a material correction to the description or results of such Study
contained in the SEC Reports.
3.21
Compliance with Health Care Laws. The Company is in compliance in all material respects with all Health Care Laws to the extent
applicable to the current business of the Company or any of its activities. For purposes of this Agreement, “Health Care Laws”
means: (i) the Federal Food, Drug, and Cosmetic Act (21 U.S.C. Section
301 et seq.) and the Public Health Service Act (42 U.S.C. Section 201 et seq.), and the regulations promulgated thereunder; (ii) all
applicable federal, state, local and foreign health care fraud and abuse laws, including, without limitation, the Anti-Kickback Statute
(42 U.S.C. Section 1320a-7b(b)); (iii) HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act (42
U.S.C. Section 17921 et seq.); (iv) the Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education
Reconciliation Act of 2010; (v) the European Union (“EU”) Clinical Trials Regulation (Regulation (EU) No. 536/2014);
(vi) the EU Regulation regarding community procedures for authorization and supervision of medicinal products for human and veterinary
use and establishing a European Medicines Agency (Regulation (EC) No. 726/2004); (vii) licensure, quality, safety and accreditation requirements
under applicable federal, state, local or foreign laws or regulatory bodies; (viii) all other local, state, federal, national, supranational
and foreign laws, relating to the regulation of the Company, and (ix) the regulations promulgated pursuant to such statutes and any state
or non-U.S. counterpart thereof. The Company has not received written or, to the Company’s Knowledge, oral notice of any claim,
action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any court or arbitrator or governmental
or regulatory authority or third party alleging that any product operation or activity is in material violation of any Health Care Laws
nor, to the Company’s Knowledge, is any such claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration
or other action threatened. The Company has filed, maintained or submitted all material reports, documents, forms, notices, applications,
records, claims, submissions and supplements or amendments as required by any Health Care Laws, and all such reports, documents, forms,
notices, applications, records, claims, submissions and supplements or amendments were complete and accurate on the date filed in all
material respects (or were corrected or supplemented by a subsequent submission). The Company is not a party to any corporate integrity
agreements, monitoring agreements, consent decrees, settlement orders, or similar agreements with or imposed by any governmental or regulatory
authority. Additionally, neither the Company nor any of its employees, officers, directors, or, to the knowledge of the Company, agents
has been excluded, suspended or debarred from participation in any U.S. federal health care program or human clinical research or, to
the knowledge of the Company, is subject to a governmental inquiry, investigation, proceeding, or other similar action that would reasonably
be expected to result in debarment, suspension, or exclusion.
12
3.22
Accounting Controls and Disclosure Controls and Procedures. The Company maintains a system of internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is designed to comply with the requirements of the Exchange
Act applicable to the Company and provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable
assurance (i) that the Company maintains records that in reasonable detail accurately and fairly reflect the Company’s transactions
and dispositions of assets, (ii) that transactions are recorded as necessary to permit preparation of financial statements in accordance
with GAAP, (iii) that receipts and expenditures are made only in accordance with authorizations of management and the Board and (iv)
regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could
have a material effect on the Company’s financial statements. Except as disclosed in the Company’s SEC Reports filed prior
to the date of this Agreement, the Company has not identified any material weaknesses in the design or operation of the Company’s
internal control over financial reporting. The Company’s “disclosure controls and procedures” (as defined in Rules
13a-15(e) and 15d-15(e) of the Exchange Act) are designed to provide reasonable assurance that all information (both financial and non-financial)
required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated
to the Company’s management as appropriate to allow timely decisions regarding required disclosure.
3.23
Price Stabilization of Common Stock. The Company has not taken, nor will it take, directly or indirectly, any action designed
to stabilize or manipulate the price of the Common Stock to facilitate the sale or resale of the Shares.
3.24
Investment Company Act. The Company is not, and immediately after receipt of payment for the Shares will not be, an “investment
company” within the meaning of the U.S. Investment Company Act
of 1940, as amended.
3.25
General Solicitation; No Integration or Aggregation. Neither the Company nor any other person or entity authorized by the Company
to act on its behalf has engaged in a general solicitation or general advertising (within the meaning of Regulation D of the Securities
Act) of investors with respect to offers or sales of Shares pursuant to this Agreement. The Company has not, directly or indirectly,
sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act)
which, to its knowledge, is or will be (i) integrated with the offer and sale of the Shares pursuant to this Agreement for purposes of
the Securities Act or (ii) aggregated with prior offerings by the Company for the purposes of the rules and regulations of the Nasdaq
Capital Market. Assuming the accuracy of the representations and warranties of the Investors set forth in Section 4, neither the
Company nor any of its Affiliates, nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any
Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the
Company on Section 4(a)(2) and/or Rule 506 of Regulation D promulgated
thereunder for the exemption from registration for the transactions contemplated hereby.
3.26
Brokers and Finders. Other than the Placement Agent, neither the Company nor any other Person authorized by the Company to act
on its behalf has retained, utilized or been represented by any broker or finder in connection with the transactions contemplated by
this Agreement.
3.27
Reliance by the Investors. The Company has a reasonable basis for making each of the representations set forth in this Section
3. The Company acknowledges that each of the Investors will rely upon the truth and accuracy of, and the Company’s compliance
with, the representations, warranties, agreements, acknowledgements and understandings of the Company set forth herein.
13
3.28
No Disqualification Events. Neither the Company nor any of its (i) predecessors, (ii) Affiliates, (iii) directors, (iv) executive
officers, (v) non-executive officers participating in the placement contemplated by this Agreement, (vi) beneficial owners of 20% or
more of its outstanding voting equity securities (calculated on the basis of voting power), (vii) promoters or (viii) investment managers
(including any of such investment managers’ directors, executive officers or officers participating in the placement contemplated
by this Agreement) or general partners or managing members of such investment managers (including any of such general partners’
or managing members’ directors, executive officers or officers participating in the placement contemplated by this Agreement) (each,
an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to the disqualification
provisions of Rule 506(d)(1)(i-viii) of Regulation D under the Securities Act (a “Disqualification Event”). The Company
has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Investors a copy
of any disclosures provided thereunder.
3.29
Other Covered Persons. Other than the Placement Agent(s), the Company is not aware of any person (other than any Issuer Covered
Person) that has been or will be paid (directly or indirectly) remuneration
for solicitation of purchasers in connection with the sale of any Shares.
3.30
No Additional Agreements. There are no agreements or understandings between the Company and any Investor with respect to the transactions
contemplated by the Transaction Agreements other than (i) as specified in the Transaction Agreements and (ii) any side letter agreements
with any of the Investors, which side letters the Company has shared with all Investors.
3.31
Anti-Bribery and Anti-Money Laundering Laws. Each of the Company and, to the knowledge of the Company, any of its officers, directors,
supervisors, managers, agents, or employees are and have at all times been in compliance with and its participation in the offering will
not violate: (A) anti-bribery laws, including but not limited to, any applicable law, rule, or regulation of any locality, including
but not limited to any law, rule, or regulation promulgated to implement the OECD Convention on Combating Bribery of Foreign Public Officials
in International Business Transactions, signed December 17, 1997, including the U.S. Foreign Corrupt Practices Act of 1977, as amended,
the U.K. Bribery Act 2010, or any other law, rule or regulation of similar purposes and scope; (B) anti-money laundering laws, including,
but not limited to, applicable federal, state, international, foreign or other laws, regulations or government guidance regarding anti-money
laundering, including, without limitation, Title 18 US. Code sections 1956 and 1957, the Patriot Act, the Bank Secrecy Act, and international
anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force
on Money Laundering, of which the United States is a member and with which designation the United States representative to the group
or organization continues to concur, all as amended, and any executive order, directive, or regulation pursuant to the authority of any
of the foregoing, or any orders or licenses issued thereunder; or (C) except as would not reasonably be expected, individually or in
the aggregate, to result in a Material Adverse Effect, any laws with respect to import and export control and economic sanctions, including
the U.S. Export Administration Regulations, the U.S. International Traffic in Arms Regulations, and economic sanctions regulations and
executive orders administered by the U.S. Department of the Treasury Office of Foreign Asset Control.
Neither
the Company nor any Subsidiary, nor, to the Company’s Knowledge, any director, officer or employee of the Company or any Subsidiary,
is currently the subject or target of any sanctions administered or enforced by the United States government, including the Office of
Foreign Assets Control of the U.S. Department of the Treasury, the United Nations Security Council, the European Union or His Majesty’s
Treasury. Neither the Company nor any Subsidiary is organized, located or resident in a country or territory that is the subject of comprehensive
territorial sanctions. The Company will not directly or knowingly indirectly use the proceeds of the offering in a manner that would
violate any applicable anti-money-laundering, anti-bribery, export-control or sanctions law.
14
3.32
Cybersecurity. The Company’s information technology assets and equipment, computers, systems, networks, hardware, software,
websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all
material respects as required in connection with the operation of the
business of the Company as currently conducted, and are free and clear of all material Trojan horses, time bombs, malware and other malicious
code. The Company has implemented and maintained commercially reasonable physical, technical and administrative controls designed to
maintain and protect the confidentiality, integrity, availability, privacy and security of all sensitive, confidential or regulated data
(“Confidential Data”) used or maintained in connection with their businesses and Personal Data (defined below), and
the integrity, availability continuous operation, redundancy and security of all IT Systems. “Personal Data” means
the following data used in connection with the Company’s business and in their possession or control: (i) a natural person’s
name, street address, telephone number, e-mail address, photograph, social security number or other tax identification number, driver’s
license number, passport number, credit card number or bank information; (ii) information that identifies or may reasonably be used to
identify an individual; (iii) any information that would qualify as “protected health information” under the Health Insurance
Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (collectively,
“HIPAA”); and (iv) any information that would qualify as “personal data,” “personal information”
(or similar term) under the Privacy Laws. To the Company’s Knowledge, there have been no breaches, outages or unauthorized uses
of or accesses to the Company’s IT Systems, Confidential Data, or Personal Data that would require notification under Privacy Laws
(as defined below).
Except
as disclosed in the SEC Reports, neither the Company nor any Subsidiary has experienced any material cybersecurity incident, ransomware
event, unauthorized access, data loss, data exfiltration or material disruption of any IT System or Confidential Data. Neither the Company
nor any Subsidiary has received any written claim, demand, complaint or notice from any governmental authority or other Person alleging
a material violation of any Privacy Law or material deficiency in its cybersecurity or privacy practices that remains unresolved.
3.33
Compliance with Data Privacy Laws. The Company is, and at all prior times was, in material compliance with all applicable state,
federal and foreign data privacy and security laws and regulations regarding the collection, use, storage, retention, disclosure, transfer,
disposal, or any other processing (collectively “Process” or “Processing”) of Personal Data, including
without limitation HIPAA, the EU General Data Protection Regulation (“GDPR”) (Regulation (EU) No. 2016/679), all other
local, state, federal, national, supranational and foreign laws relating to the regulation of the Company, and the regulations promulgated
pursuant to such statutes and any state or non-U.S. counterpart thereof (collectively, the “Privacy Laws”). To ensure
material compliance with the Privacy Laws, the Company has in place, comply with, and take all appropriate steps necessary to ensure
compliance in all material respects with their policies and procedures relating to data privacy and security, and the Processing of Personal
Data and Confidential Data (the “Privacy Statements”). The Company has, except as would not reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect, at all times since inception provided accurate notice of their
Privacy Statements then in effect to its customers, employees, third party vendors and representatives. None of such disclosures made
or contained in any Privacy Statements have been materially inaccurate, misleading, incomplete, or in material violation of any Privacy
Laws. The Company and each Subsidiary have made all notifications to affected
Persons and governmental authorities required under applicable Privacy Laws in connection with any actual or suspected unauthorized access
to or use of Personal Data.
15
3.34
Transactions with Affiliates and Employees. No relationship, direct or indirect, exists between or among the Company, on the one
hand, and the directors, officers, shareholders, customers or suppliers of the Company, on the other hand, that is required to be described
in the SEC Reports that is not so described.
4.
Representations and Warranties of Each Investor. Each Investor, severally for itself and not jointly with any other Investor,
represents and warrants to the Company and the Placement Agent that the statements contained in this Section 4 are true and correct
as of the date of this Agreement and the Closing Date:
4.1
Organization. The Investor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization and has the requisite power and authority to own, lease and operate its properties and to carry on its business as now conducted.
4.2
Authorization. The Investor has all requisite corporate or similar power and authority to enter into this Agreement and the other
Transaction Agreements to which it will be a party and to carry out and perform its obligations hereunder and thereunder. All corporate,
member or partnership action on the part of such Investor or its stockholders, members or partners necessary for the authorization, execution,
delivery and performance of this Agreement and the other Transaction Agreements to which it will be a party and the consummation of the
other transactions contemplated in this Agreement has been taken. The execution, delivery and performance by such Investor of the Transaction
Agreements to which such Investor is a party has been duly authorized and each has been duly executed. Assuming this Agreement constitutes
the legal and binding agreement of the Company, this Agreement constitutes a legal, valid and binding obligation of such Investor, enforceable
against such Investor in accordance with its respective terms, except as such enforceability may be limited or otherwise affected by
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and/or similar laws relating to or affecting the rights of
creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity
or at law).
4.3
No Conflicts. The execution, delivery and performance of the Transaction Agreements by the Investor, the purchase of the Shares
in accordance with their terms and the consummation by the Investor of the other transactions contemplated hereby will not conflict with
or result in any violation of, breach or default by such Investor (with or without notice or lapse of time, or both) under, conflict
with, or give rise to a right of termination, cancellation or acceleration of any obligation, a change of control right or to a loss
of a material benefit under (i) any provision of the organizational documents of the Investor, including, without limitation, its incorporation
or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable or (ii) any agreement or
instrument, undertaking, credit facility, franchise, license, judgment, order, ruling, statute, law, ordinance, rule or regulations,
applicable to such Investor or its respective properties or assets, except, in the case of clause (ii), as would not, individually or
in the aggregate, be reasonably expected to materially delay or hinder the ability of the Investor to perform its obligations under the
Transaction Agreements.
4.4
Residency. The Investor’s residence (if an individual) or offices in which its investment decision with respect to the Shares
was made (if an entity) are located at the address immediately below the Investor’s name on the pertinent signature page of this
Agreement, except as otherwise communicated by the Investor to the Company.
4.5
Brokers and Finders. The Investor has not retained, utilized or been represented by any broker or finder in connection with the
transactions contemplated by this Agreement whose fees the Company would be required to pay.
16
4.6
Investment Representations and Warranties. The Investor hereby represents and warrants that, it (i) as of the date of this Agreement
is, if an entity, a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional
“accredited investor” as that term is defined in Rule 501(a) under Regulation D promulgated pursuant to the Securities Act;
or (ii) if an individual, is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the Securities
Act and has such knowledge and experience in financial and business matters as to be able to protect its own interests in connection
with an investment in the Shares. The Investor further represents and warrants that (x) it is capable of evaluating the merits and risk
of such investment, and (y) that it has not been organized for the purpose of acquiring the Shares and is an “institutional account”
as defined by FINRA Rule 4512(c). The Investor understands and agrees that the offering and sale of the Shares has not been registered
under the Securities Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for
transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and
the accuracy of the Investor’s representations as expressed herein.
4.7
Intent. The Investor is purchasing the Shares solely for the Investor’s own account and not for the account of others, and
not with a view to the resale or distribution of any part thereof in violation of the Securities Act, and the Investor has no present
intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act without prejudice,
however, to the Investor’s right at all times to sell or otherwise dispose of all or any part of such Shares in compliance with
applicable federal and state securities laws. Notwithstanding the foregoing, if the Investor is purchasing the Shares as a fiduciary
or agent for one or more investor accounts, the Investor has full investment discretion with respect to each such account, and the full
power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account.
The Investor has no present arrangement to sell the Shares to or through any person or entity. The Investor understands that the Shares
must be held indefinitely unless such Shares are resold pursuant to a registration statement under the Securities Act or an exemption
from registration is available. Nothing contained herein shall be deemed a representation or warranty by the Investor to hold the Shares
for any period of time.
4.8
Investment Experience; Ability to Protect Its Own Interests and Bear Economic Risks. The Investor acknowledges that it can bear
the economic risk and complete loss of its investment in the Shares and has knowledge and experience in finance, Shares, taxation, investments
and other business matters as to be capable of evaluating the merits and risks of investments of the kind described in this Agreement
and contemplated hereby, and the Investor has had an opportunity to seek, and has sought, such accounting, legal, business and tax advice
as the Investor has considered necessary to make an informed investment
decision. The Investor acknowledges that the Investor (i) is a sophisticated investor, experienced in investing in private placements
of equity Shares and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment
strategies involving a security or Shares and (ii) has exercised independent judgment in evaluating its participation in the purchase
of the Shares. The Investor acknowledges that the Investor is aware that there are substantial risks incident to the purchase and ownership
of the Shares, including those set forth in the Company’s filings with the SEC. Alone, or together with any professional advisor(s),
the Investor has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are
a suitable investment for the Investor. The Investor is, at this time and in the foreseeable future, able to afford the loss of the Investor’s
entire investment in the Shares and the Investor acknowledges specifically that a possibility of total loss exists.
4.9
Independent Investment Decision. The Investor understands that nothing in the Transaction Agreements or any other materials presented
by or on behalf of the Company to the Investor in connection with the purchase of the Shares constitutes legal, tax or investment advice.
The Investor has consulted such legal, tax and investment advisors as it, in such Investor’s sole discretion, has deemed necessary
or appropriate in connection with its purchase of the Shares.
17
4.10
Shares Not Registered; Legends. The Investor acknowledges and agrees that the Shares are being offered in a transaction not involving
any public offering within the meaning of the Securities Act, and the Investor understands that the Shares have not been registered under
the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities
Act, and that the Shares must continue to be held and may not be offered, resold, transferred, pledged or otherwise disposed of by the
Investor unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration and in each
case in accordance with any applicable securities laws of any state of the United States. The Investor understands that the exemptions
from registration afforded by Rule 144 (the provisions of which are known to it) promulgated under the Securities Act depend on the satisfaction
of various conditions including, but not limited to, the time and manner of sale, the holding period and on requirements relating to
the Company which are outside of the Investor’s control and which the Company may not be able to satisfy, and that, if applicable,
Rule 144 may afford the basis for sales only in limited amounts. The Investor acknowledges and agrees that it has been advised to consult
legal counsel prior to making any offer, resale, transfer, pledge or disposition of any of the Shares. The Investor acknowledges that
no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination
as to the fairness of this investment.
The
Investor understands that any certificate or book entry notations evidencing the Shares may bear one or more legends in substantially
the following form and substance:
“THE
SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED
OR ASSIGNED UNLESS (I) SUCH SHARES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SHARES
MAY BE SOLD PURSUANT TO RULE 144, (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER
MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (IV) THE SHARES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE
OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).”
In
addition, the Shares may contain a legend regarding affiliate status of the Investor, if applicable.
4.11
No General Solicitation. The Investor acknowledges and agrees that the Investor is purchasing the Shares directly from the Company.
Investor became aware of this offering of the Shares solely by means of direct contact from the Placement Agent or directly from the
Company as a result of a pre-existing, substantive relationship with the Company or the Placement Agent, and/or their respective advisors
(including, without limitation, attorneys, accountants, bankers, consultants and financial advisors), agents, control persons, representatives,
Affiliates, directors, officers, managers, members, and/or employees, and/or the representatives of such persons. The Shares were offered
to Investor solely by direct contact between Investor and the Company, the Placement Agent and/or their respective representatives. Investor
did not become aware of this offering of the Shares, nor were the Shares offered to Investor, by any other means, and none of the Company,
the Placement Agent and/or their respective representatives acted as investment advisor, broker or dealer to Investor. The Investor is
not purchasing the Shares as a result of any general or public solicitation or general advertising, or publicly disseminated advertisement,
article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television,
radio or the internet or presented at any seminar or any other general solicitation or general advertisement, including any of the methods
described in Section 502(c) of Regulation D under the Securities Act.
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4.12
Access to Information. In making its decision to purchase the Shares, such Investor has relied solely upon independent investigation
made by such Investor, upon the SEC Reports and upon the representations, warranties and covenants set forth herein. Such Investor acknowledges
and agrees that such Investor and the Investor’s professional advisor(s), if any, have had the opportunity to ask such questions,
receive such answers and obtain such information from the Company regarding the Company, its business and the terms and conditions of
the offering of the Shares as the Investor and the Investor’s professional advisor(s), if any, have deemed necessary to make an
investment decision with respect to the Shares and that the Investor has independently made its own analysis and decision to invest in
the Company. Neither such inquiries nor any other due diligence investigation conducted by the Investor shall modify, limit or otherwise
affect the Investor’s right to rely on the Company’s representations and warranties contained in this Agreement.
4.13
Certain Trading Activities. Other than consummating the transaction contemplated hereby, the Investor has not, nor has any Person
acting on behalf of or pursuant to any understanding with the Investor, directly or indirectly executed any purchases or sales, including
Short Sales, of the Shares of the Company during the period commencing as of the time that the Investor was first contacted by the Company
or any other Person regarding the transaction contemplated hereby and
ending immediately prior to the date of this Agreement. Notwithstanding the foregoing, in the case of an Investor that is a multi-managed
investment vehicle whereby separate portfolio managers manage separate portions of such Investor’s assets and the portfolio managers
have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Investor’s
assets, the representation set forth above shall only apply with respect to the portion of the assets managed by the portfolio manager
that made the investment decision to purchase the Shares covered by this Agreement. Furthermore, in the case of an Investor whose investment
advisor utilized an information barrier with respect to the information regarding the transactions contemplated hereunder after first
being contacted by the Company or its representatives, the representation set forth above shall only apply after the point in time when
the portfolio manager who manages such Investor’s assets was informed of the information regarding the transactions contemplated
hereunder and, with respect to the Investor’s investment advisor, the representation set forth above shall only apply with respect
to any purchases or sales, including Short Sales, of the Shares of the Company on behalf of other funds or investment vehicles for which
the Investor’s investment advisor is also an investment advisor or sub-advisor after the point in time when the portfolio manager
who manages the assets of such other funds or investment vehicles for which the Investor’s investment advisor is also an investment
advisor or sub-advisor was informed of the information regarding the transactions contemplated hereunder. Other than to other Persons
party to this Agreement and to its advisors and agents who had a need to know such information, the Investor has maintained the confidentiality
of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding
the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions,
with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales
or similar transactions in the future.
4.14
Disqualification Event. To the extent the Investor is one of the covered persons identified in Rule 506(d)(1), the Investor represents
that no Disqualification Event is applicable to the Investor or any of its Rule 506(d) Related Parties (as defined below), except, if
applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. The Investor hereby agrees
that it shall notify the Company promptly in writing in the event a Disqualification Event becomes applicable to the Investor or any
of its Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3)
is applicable. For purposes of this Section, “Rule 506(d) Related Party” means a person or entity that is a beneficial
owner of the Investor’s securities for purposes of Rule 506(d) of the Securities Act.
19
5.
Covenants.
5.1
Further Assurances. Each party agrees to cooperate with each other and their respective officers, employees, attorneys, accountants
and other agents, and, generally, do such other reasonable acts and things in good faith as may be necessary to effectuate the intents
and purposes of this Agreement, subject to the terms and conditions of this Agreement and compliance with applicable law, including taking
reasonable action to facilitate the filing of any document or the taking of reasonable action to assist the other parties hereto in complying
with the terms of this Agreement. The Investor acknowledges that the Company and the Placement Agent will rely on the acknowledgments,
understandings, agreements, representations and warranties contained in this
Agreement. Prior to the Closing, the Investor agrees to promptly notify the Company if any of the acknowledgments, understandings, agreements,
representations and warranties set forth in Section 4 of this Agreement are no longer accurate.
5.2
Listing. The Company shall use commercially reasonable efforts to maintain the listing and trading of its Common Stock on The
Nasdaq Capital Market and, in accordance therewith, will use reasonable best efforts to comply in all material respects with the Company’s
reporting, filing and other obligations under the rules and regulations of Nasdaq.
5.3
Disclosure of Transactions.
(a)
The Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Agreement,
issue a press release and/or file with the SEC a Current Report on Form 8-K (including, if applicable, all exhibits thereto, the “Disclosure
Document”) disclosing all material terms of the transactions contemplated hereby and by the other Transaction Agreements and,
if the Disclosure Document is a Current Report on Form 8-K, attaching this Agreement and the other Transaction Documents as exhibits
to such Disclosure Document. Following the issuance or filing of the Disclosure Document, no Investor shall be in possession of any material
non-public information concerning the Company disclosed to the Investors by the Company or its representatives. The Company understands
and confirms that the Investors will rely on the foregoing representation in effecting securities transactions. In addition, unless it
has already done so by filing the Disclosure Document, on or before the fourth (4th) Business Day following the date of this Agreement,
the Company shall file with the SEC a Current Report on Form 8-K disclosing all material terms of the transactions contemplated by this
Agreement. Notwithstanding anything in this Agreement to the contrary, the Company shall not publicly disclose the name of any Investor
or any of its Affiliates or advisors, or include the name of any Investor or any of its Affiliates or advisors in any press release or
filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement) or any regulatory agency,
without the prior written consent of the Investor, except (i) as required by the federal securities law in connection with (A) any registration
statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Agreements with the SEC or pursuant
to other routine proceedings of regulatory authorities, or (ii) to the extent such disclosure is required by law, at the request of the
staff of the SEC or regulatory agency or under the regulations of the Nasdaq Capital Market.
(b)
No later than October 9, 2026, the Company shall issue a press release and/or a Current Report on Form 8-K (the actual date of such
press release and/or Current Report on Form 8-K, the “Disclosure Date”) disclosing all material non-public
information concerning the Company disclosed to the Investors. Consequently, following the Disclosure Date, no Investor shall be in
possession of any material non-public information concerning the Company disclosed to the Investors by the Company or its
representatives. The Company understands and confirms that the Investors will rely on the foregoing representation in effecting
securities transactions.
20
5.4
Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company
shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the
Securities Act) that will be integrated with the offer or sale of the
Shares in a manner that would require the registration under the Securities Act of the sale of the Shares to the Investors, or that will
be integrated with the offer or sale of the Shares for purposes of the rules and regulations of any National Exchange such that it would
require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing
of such subsequent transaction.
5.5
Removal of Legends.
(a)
In connection with any sale, assignment, transfer or other disposition of the Shares by an Investor pursuant to Rule 144 or pursuant
to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor
with the requirements of this Agreement, if requested by the Investor by notice to the Company, the Company shall request the Transfer
Agent to remove any restrictive legends related to the book entry account holding such shares and make a new, unlegended entry for such
book entry shares sold or disposed of without restrictive legends as soon as reasonably practicable following any such request therefor
from the Investor, provided that the Company has timely received from the Investor customary representations and other documentation
reasonably acceptable to the Company in connection therewith. The Company shall be responsible for the fees of its Transfer Agent and
its legal counsel associated with such legend removal.
(b)
Subject to receipt from the Investor by the Company and the Transfer Agent of customary representations and other documentation reasonably
acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of such time as the Shares (i) have been
registered under the Securities Act pursuant to an effective registration statement; (ii) have been sold pursuant to Rule 144, or (iii)
are eligible for resale under Rule 144(b)(1) without the requirement for the Company to be in compliance with the current public information
requirements under Rule 144(c)(1) (or any successor provision), the Company shall, in accordance with the provisions of this Section
5.5(b) and as soon as reasonably practicable following any request therefor from an Investor accompanied by such customary and reasonably
acceptable documentation referred to above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall
make a new, unlegended entry for such book entry shares, and (B) cause its counsel to deliver to the Transfer Agent one or more opinions
to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer
Agent to effect the removal of the legend in accordance with the provisions of this Agreement.
5.6
Withholding Taxes. Each Investor agrees to furnish the Company with any information, representations and forms as shall reasonably
be requested by the Company from time to time to assist the Company in complying with any applicable tax law (including any withholding
obligations).
5.7
Fees and Commissions. The Company shall be solely responsible for the payment of any placement agent’s fees, financial advisory
fees, or broker’s commissions (other than for Persons engaged by an Investor) relating to or arising out of the transactions contemplated
hereby, including, without limitation, any fees or commissions payable to the Placement Agent.
5.8
No Conflicting Agreements. The Company will not take any action, enter into any agreement or make any commitment that would conflict
or interfere in any material respect with the Company’s obligations to the Investors under the Transaction Agreements.
21
5.9
Indemnification.
(a)
The Company agrees to indemnify and hold harmless each Investor and its Affiliates, and their respective directors, officers, trustees,
members, managers, employees, investment advisors and agents (collectively, the “Indemnified Persons”), from and against
any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable and documented attorney fees and
disbursements and other documented out-of-pocket expenses reasonably incurred in connection with investigating, preparing or defending
any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) to which such Person may become subject
as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under
the Transaction Agreements, and will reimburse any such Person for all such amounts as they are incurred by such Person solely to the
extent such amounts have been finally judicially determined not to have resulted from such Person’s fraud or willful misconduct.
(b)
Any person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ
separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of
such person unless (a) the indemnifying party has agreed in writing to pay such fees or expenses, (b) the indemnifying party shall have
failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment
of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying
party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that such person elects to
employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense
of such claim on behalf of such person); and provided, further, that the failure of any indemnified party to give written notice as provided
herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall
materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying
party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate
firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified
party, which consent shall not be unreasonably withheld, conditioned or delayed, consent to entry of any judgment or enter into any settlement
unless such judgment or settlement (i) imposes no liability or obligation on, (ii) includes as an unconditional term thereof the giving
of a complete, explicit and unconditional release from the party bringing such indemnified claims of all liability of the indemnified
party in respect of such claim or litigation in favor of, and (iii) does not include any admission of fault, culpability, wrongdoing,
or wrongdoing or malfeasance by or on behalf of, the indemnified party. No indemnified party will, except with the consent of the indemnifying
party, which consent shall not be unreasonably withheld, conditioned
or delayed, consent to entry of any judgment or enter into any settlement.
5.10
Subsequent Equity Sales. From the date of this Agreement until the earlier of (a) ninety (90) days after the Closing Date and
(b) the Business Day immediately following the effective date of the registration statement filed pursuant to the Registration Rights
Agreement, the Company shall not (A) issue shares of Common Stock or Common Stock Equivalents, (B) effect a reverse stock split, recapitalization,
share consolidation, reclassification or similar transaction affecting the outstanding Common Stock or (C) file with the SEC a registration
statement under the Securities Act relating to any shares of Common Stock or Common Stock Equivalents, except pursuant to the terms of
the Registration Rights Agreement. Notwithstanding the foregoing, the provisions of this Section 5.11 shall not apply to (i) the
issuance of the Shares hereunder, (ii) the issuance of Common Stock or Common Stock Equivalents upon the conversion, exercise or vesting
of any securities of the Company outstanding on the date of this Agreement or outstanding pursuant to clause (iii) below, (iii) the issuance
of any Common Stock or Common Stock Equivalents pursuant to any Company stock-based compensation plans or in accordance with Nasdaq Stock
Market Rule 5635(c)(4), or (iv) the filing of a registration statement on Form S-8 under the Securities Act to register the offer and
sale of securities on an equity incentive plan or employee stock purchase plan.
22
6.
Conditions of Closing.
6.1
Conditions to the Obligation of the Investors. The several obligations of each Investor to consummate the transactions to be consummated
at the Closing, and to purchase and pay for the Shares being purchased by it at the Closing pursuant to this Agreement, are subject to
the satisfaction or waiver in writing of the following conditions precedent:
(a)
Representations and Warranties. The representations and warranties of the Company contained herein shall be true and correct in
all material respects, except for those representation and warranties qualified by materiality or Material Adverse Effect, which shall
be true and correct in all respects, as of the date of this Agreement and as of the Closing Date, as though made on and as of such date,
except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or
warranty shall be true and correct in all material respects as of such earlier date, except for those representations and warranties
qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects as of such earlier date.
(b)
Performance. The Company shall have performed in all material respects the obligations and conditions herein required to be performed
or observed by the Company on or prior to the Closing Date.
(c)
No Injunction. The purchase of and payment for the Shares by each Investor shall not be prohibited or enjoined by any law or governmental
or court order or regulation and no such prohibition shall have been threatened in writing.
(d)
Consents. The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for the
consummation of the purchase and sale of the Shares, all of which shall be in full force and effect.
(e)
Transfer Agent. The Company shall have furnished all required materials to the Transfer Agent to reflect the issuance of the Shares
at the Closing.
(f)
Adverse Changes. Since the date of this Agreement, no event or series of events shall have occurred that has had or would reasonably
be expected to have a Material Adverse Effect.
(g)
Opinion of Company Counsel. The Company shall have delivered to the Investors and the Placement Agent the opinion of Cozen O’Connor,
dated as of the Closing Date, in customary form and substance to be reasonably agreed upon with the Investors and addressing such legal
matters as the Investors and the Company reasonably agree.
(h)
Compliance Certificate. An authorized officer of the Company shall have delivered to the Investors at the Closing Date a certificate
certifying that the conditions specified in Sections 6.1(a) (Representations and Warranties), 6.1(b) (Performance), 6.1(c)
(No Injunction), 6.1(d) (Consents), 6.1(e) (Transfer Agent), 6.1(f) (Adverse Changes), 6.1(k) (Listing Requirements)
and 6.1(l) (No Injunction) of this Agreement have been fulfilled.
(i)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Investors at the Closing Date a certificate
certifying (i) the Amended and Restated Articles of Incorporation; (ii) Bylaws; and (iii) resolutions of the Company’s Board of
Directors (or an authorized committee thereof) approving this Agreement, the other Transaction Agreements, the transactions contemplated
by this Agreement and the issuance of the Shares.
(j)
Registration Rights Agreement. The Company shall have executed and delivered the Registration Rights Agreement in the form attached
hereto as Exhibit B (the “Registration Rights Agreement”) to the Investors.
23
(k)
Listing Requirements. No stop order or suspension of trading shall have been imposed by Nasdaq, the SEC or any other governmental
or regulatory body with respect to public trading in the Common Stock. The Common Stock shall be listed on a National Exchange and shall
not have been suspended, as of the Closing Date, by the SEC or the National Exchange from trading thereon nor shall suspension by the
SEC or the National Exchange have been threatened, as of the Closing Date, in writing by the SEC or the National Exchange; and the Company
shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Shares and Nasdaq shall have raised
no objection to such notice and the transactions contemplated hereby.
(l)
No Injunction. No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including
any bankruptcy court or judge, or any order of or by any Governmental Entity, shall have been issued, and no action or proceeding shall
have been instituted by any Governmental Entity, enjoining or preventing the consummation of the transactions contemplated hereby or
in the other Transaction Agreements.
(m)
Payment. Except as may be agreed to among the Company and one or more Investors in accordance with Section 2.2, the Company shall
have received payment, by wire transfer of immediately available funds, in the full amount of the purchase price for the number of Shares
being purchased by each other Investor at the Closing as set forth in Exhibit A.
6.2
Conditions to the Obligation of the Company. The obligation of the Company to consummate the transactions to be consummated at
the Closing, and to issue and sell to each Investor the Shares to be purchased by it at the Closing pursuant to this Agreement, is subject
to the satisfaction or waiver in writing of the following conditions precedent:
(a)
Representations and Warranties. The representations and warranties of each Investor in Section 4 hereto shall be true and
correct on and as of the Closing Date, with the same force and effect as though made on and as of the Closing Date and consummation of
the Closing shall constitute a reaffirmation by the Investor of each of the representations, warranties, covenants and agreements of
the Investor contained in this Agreement as of the Closing Date.
(b)
Performance. Each Investor shall have performed or complied with in all material respects all obligations and conditions herein
required to be performed or observed by such Investor on or prior to the Closing Date.
(c)
Injunction. The purchase of and payment for the Shares by each Investor shall not be prohibited or enjoined by any law or governmental
or court order or regulation.
(d)
Registration Rights Agreement. Each Investor shall have executed and delivered the Registration Rights Agreement to the Company
in the form attached as Exhibit B.
(e)
Payment. Except as may be agreed to among the Company and such Investor in accordance with Section 2.2, the Company shall have
received payment, by wire transfer of immediately available funds, in the full amount of the purchase price for the number of Shares
being purchased by each Investor at the Closing as set forth in Exhibit A.
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7.
Termination.
7.1
Termination. The obligations of the Company, on the one hand, and the Investors, on the other hand, to effect the Closing shall
terminate as follows:
(i)
Upon the mutual written consent of the Company and the Investors that agreed to purchase a majority of the Shares prior to the Closing;
(ii)
By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have
been waived by the Company;
(iii)
By an Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 shall have become incapable of
fulfillment, and shall not have been waived by such Investor; or
(iv)
By either the Company or an Investor (with respect to itself only) if the Closing has not occurred on or prior to the fifth Business
Day following the date of this Agreement;
provided,
however, that, in the case of clauses (ii) and (iii) above, the party seeking to terminate its obligation to effect the Closing shall
not then be in breach of any of its representations, warranties, covenants or agreements contained in the Transaction Agreements if such
breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing.
7.2
Notice. In the event of termination by the Company or the Investor of its obligations to effect the Closing pursuant to Section
7.1, written notice thereof shall be given to the other Investors by the Company. Nothing in this Section 7 shall be deemed
to release any party from any liability for any breach by such party of the other terms and provisions of the Transaction Agreements
or to impair the right of any party to compel specific performance by any other party of its other obligations under the Transaction
Agreements.
8.
Miscellaneous Provisions.
8.1
Public Statements or Releases. Except as set forth in Section 5.3, neither the Company nor any Investor shall make any
public announcement with respect to the existence or terms of this Agreement or the transactions provided for herein without the prior
consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, and subject to compliance
with Section 5.3, nothing in this Section 8.1 shall prevent any party from making any public announcement it considers
necessary in order to satisfy its obligations under the law, including applicable securities laws, or under the rules of any national
Shares exchange or Shares market, in which case the Company shall allow the Investors reasonable time to comment on such release or announcement
in advance of such issuance, and the Company will consider in good faith any Investor comments. The Company shall not include the name
of the Investor in any press release or public announcement (which, for the avoidance of doubt, shall not include any filing with the
SEC if so required by the applicable rules of the SEC) without the prior written consent of the Investors, except as otherwise required
by law or the applicable rules or regulations of any securities exchange or securities market, in which case the Company shall allow
the Investors, to the extent reasonably practicable in the circumstances, reasonable time to comment on such release or announcement
in advance of such issuance. Notwithstanding anything to the contrary in this Section 8.1, Investor review shall not be required
for Company disclosures that are substantially consistent with prior Company disclosures.
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8.2
Notices. Any notices or other communications required or permitted to be given hereunder shall be in writing and shall be deemed
to be given (a) when delivered if personally delivered to the party for whom it is intended, (b) when delivered, if sent by electronic
mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next
Business Day, (c) three (3) days after having been sent by certified or registered mail, return-receipt requested and postage prepaid,
or (d) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day
delivery, with written verification of receipt:
(a)
If to the Company, addressed as follows:
100
SE 2nd St, Suite 200, #1009
Miami,
FL 33131
Attention:
Erez Aminov (erez@telomirpharma.com)
with
a copy (which shall not constitute notice):
Cozen
O’Connor
200
S. Biscayne Blvd. Suite 3000
Miami,
FL 33131
Attention:
Martin Schrier (mschrier@cozen.com) and Seth Popick (spopick@cozen.com)
(b)
If to any Investor, at its address or e-mail address set forth on Exhibit A, or such address as subsequently modified by written
notice given in accordance with this Section 8.2.
Any
Person may change the address to which notices and communications to it are to be addressed by notification as provided for herein.
8.3
Consent to Electronic Notice. Each Investor consents to the delivery of any shareholder notice at the e-mail address set forth
below the Investor’s name on the signature page or Exhibit A, as updated from time to time by notice to the Company. To the extent
that any notice given by means of electronic mail is returned or undeliverable for any reason, the foregoing consent shall be deemed
to have been revoked until a new or corrected e-mail address has been provided, and such attempted electronic notice shall be ineffective
and deemed to not have been given. Each party agrees to promptly notify the other parties of any change in its e-mail address, and that
failure to do so shall not affect the foregoing.
8.4
Severability. If any part or provision of this Agreement is held unenforceable or in conflict with the applicable laws or regulations
of any jurisdiction, the invalid or unenforceable part or provisions shall be replaced with a provision which accomplishes, to the extent
possible, the original business purpose of such part or provision in a valid and enforceable manner, and the remainder of this Agreement
shall remain binding upon the parties hereto.
8.5
Governing Law; Submission to Jurisdiction; Venue; Waiver of Trial by Jury.
(a)
This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to choice of
laws or conflicts of laws provisions thereof that would require the application of the laws of any other jurisdiction, except to the
extent that mandatory principles of Florida law may apply.
26
(b)
The Company and each of the Investors hereby irrevocably and unconditionally:
(i)
submits for itself and its property in any legal action or proceeding relating solely to this Agreement or the transactions contemplated
hereby, to the general jurisdiction of the any state court or United States Federal court sitting in the Borough of Manhattan, City of
New York in the State of New York;
(ii)
consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have
to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court
and agrees not to plead or claim the same to the extent permitted by applicable law;
(iii)
agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section
8.2
or at such other address of which the other party shall have been notified pursuant thereto;
(iv)
agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the
right to sue in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in
the foregoing clause (i) are not available despite the intentions of the parties hereto;
(v)
agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction
to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner
specified herein or as otherwise permitted by law;
(vi)
agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal
process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under
this Agreement, to the extent permitted by law; and
(vii)
irrevocably and unconditionally waives trial by jury in any legal action or proceeding in relation to this Agreement.
8.6
Waiver. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances,
shall be deemed to be, or be construed as, a further or continuing waiver of any such term, provision or condition or as a waiver of
any other term, provision or condition of this Agreement.
8.7
Expenses. Except as expressly set forth in the Transaction Agreements to the contrary, each party shall pay its own out-of-pocket
fees and expenses, including the fees and expenses of attorneys, accountants and consultants employed by such party, incurred in connection
with the proposed investment in the Shares and the consummation of the transactions contemplated thereby; provided, however, that the
Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction
letter delivered by the Company), stamp taxes and other taxes (other than income taxes) and duties levied in connection with the delivery
of any Shares to the Investors. The Company shall pay all Placement Agent fees relating to or arising out of the transactions contemplated
by this Agreement.
27
8.8
Assignment. None of the parties may assign its rights or obligations under this Agreement or designate another person (i) to perform
all or part of its obligations under this Agreement or (ii) to have all or part of its rights and benefits under this Agreement, in each
case without the prior written consent of (x) the Company, in the case of an Investor, and (y) the Investors, in the case of the Company,
provided that an Investor may, without the prior consent of the Company, assign its rights to purchase the Shares hereunder to any of
its Affiliates or to any other investment funds or accounts managed or advised by the investment manager who acts on behalf of such Investor
(provided each such assignee agrees to be bound by the terms of this Agreement and makes the same representations and warranties set
forth in Section 4 ). In the event of any assignment in accordance with the terms of this Agreement, the assignee shall specifically
assume and be bound by the provisions of this Agreement by executing a writing agreeing to be bound by and subject to the provisions
of this Agreement and shall deliver an executed counterpart signature page to this Agreement and, notwithstanding such assumption or
agreement to be bound hereby by an assignee, no such assignment shall relieve any party assigning any interest hereunder from its obligations
or liability pursuant to this Agreement.
8.9
Confidential Information.
(a)
Each Investor covenants that until such time as the transactions contemplated by this Agreement and any material non-public information
provided to such Investor are publicly disclosed by the Company, such Investor will maintain the confidentiality of all disclosures made
to it in connection with this transaction (including the existence and terms of this transaction), other than to such Investor’s
outside attorney, accountant, auditor or investment advisor only to the extent necessary to permit evaluation of the investment, and
the performance of the necessary or required tax, accounting, financial, legal, or administrative tasks and services and other than as
may be required by law.
(b)
The Company may request from the Investors such reasonable and customary additional information as the Company may deem necessary to
evaluate the eligibility of the Investor to acquire the Shares, and the Investor shall promptly provide such information as may reasonably
be requested to the extent readily available; provided, that the Company agrees to keep any such information provided by the Investor
confidential, except (i) as required by the federal securities laws, rules or regulations and (ii) to the extent such disclosure is required
by other laws, rules or regulations, at the request of the staff of the SEC or regulatory agency or under the regulations of Nasdaq.
The Investor acknowledges that the Company may file a copy of this Agreement and the Registration Rights Agreement with the SEC as exhibit
to a periodic report or a registration statement of the Company.
8.10
Reliance by and Exculpation of Placement Agent.
(a)
Each Investor agrees for the express benefit of the Placement Agent, its affiliates and its representatives that (i) it is not relying
upon, and has not relied upon, any statement, representation or warranty made by the Placement Agent, any of its affiliates or any of
its or its representatives, in making its investment or decision to invest in the Company, (ii) the Placement Agent is acting solely
as placement agent in connection with the transactions contemplated hereby and is not acting as an underwriter, initial purchaser, dealer
or in any other such capacity and is not and shall not be construed as a fiduciary for such Investor, (iii) the Placement
Agent, its affiliates and representatives have not made, and will not make any representations or warranties with respect to the Company
or the offer and sale of the Shares or any other matter concerning the Company or the transactions contemplated hereby, and the Investor
will not rely on any statements made by the Placement Agent, orally or in writing, to the contrary, (iv) the Investor will be responsible
for conducting its own due diligence investigation with respect to the Company and the offer and sale of the Shares, (v) the Investor
will be purchasing Shares based on the results of its own due diligence investigation of the Company and the Placement Agent and each
of its directors, officers, employees, representatives, and controlling persons have made no independent investigation with respect to
the Company, the Shares, or the accuracy, completeness, or adequacy of any information supplied to the Investor by the Company, (vi)
the Investor has negotiated the offer and sale of the Shares directly with the Company, and the Placement Agent will not be responsible
for the ultimate success of any such investment and (vii) the decision to invest in the Company will involve a significant degree of
risk, including a risk of total loss of such investment. Each Investor further represents and warrants to the Placement Agent that it,
including any fund or funds that it manages or advises that participates in the offer and sale of the Shares, is permitted under its
constitutive documents (including, without limitation, all limited partnership agreements, charters, bylaws, limited liability company
agreements, all applicable side letters with investors, and similar documents) to make investments of the type contemplated by this Agreement.
This Section 8.10 shall survive any termination of this Agreement.
28
(b)
The Company agrees and acknowledges that the Placement Agent may rely on its representations, warranties, agreements and covenants contained
in this Agreement and each Investor agrees that the Placement Agent may rely on such Investor’s representations and warranties
contained in this Agreement as if such representations and warranties, as applicable, were made directly to the Placement Agent.
(c)
Neither the Placement Agent nor any of its Affiliates or representatives (1) shall be liable for any improper payment made in accordance
with the information provided by the Company; (2) makes any representation or warranty, or has any responsibilities as to the validity,
enforceability, accuracy, value or genuineness of any information, certificate or documentation delivered by or on behalf of the Company
pursuant to the Transaction Agreements or in connection with any of the transactions contemplated therein; or (3) shall be liable (x)
for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion
or rights or powers conferred upon it by the Transaction Agreements or (y) for anything which any of them may do or refrain from doing
in connection with the Transaction Agreements, except in each case for such party’s own gross negligence or willful misconduct.
(d)
The Company agrees that the Placement Agent, its affiliates and representatives shall be entitled to (1) rely on, and shall be protected
in acting upon, any certificate, instrument, notice, letter or any other document or security delivered to any of them by or on behalf
of the Company, and (2) be indemnified by the Company for acting as the Placement Agent hereunder pursuant to the indemnification provisions
set forth in the applicable letter agreement between the Company and the Placement Agent.
8.11
Third Parties. Nothing in this Agreement, express or implied, is intended to confer on any Person other than the parties to this
Agreement any rights, remedies, claims, benefits, obligations or liabilities under or by reason of this Agreement, and no Person that
is not a party to this Agreement (including, without limitation, any partner, member, shareholder, director, officer, employee or other
beneficial owner of any party to this Agreement, in its own capacity as such or in bringing a derivative action on behalf of a party
to this Agreement) shall have any standing as a third party beneficiary with respect to this Agreement or the transactions contemplated
hereby. Notwithstanding the foregoing, (i) the Placement Agent is an intended third-party beneficiary of the representations and warranties
of the Company and of each Investor set forth in Section 3, Section 4 and Section 6.1(h) and Section 8.10
respectively, of this Agreement and (ii) the Indemnified Persons are intended third-party beneficiaries of Section 5.9.
8.12
Independent Nature of Investors’ Obligations and Right. The obligations of each Investor under this Agreement are several
and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance obligations
of any other Investor under this Agreement. Nothing contained herein, and no action taken by any Investor pursuant hereto, shall be deemed
to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group,
and the Company will not assert any such claim with respect to such obligations or the transactions contemplated by this Agreement. The
Company acknowledges and each Investor confirms that it has independently participated in the negotiation of the transaction contemplated
hereby with the advice of its own counsel and advisors. Each Investor also acknowledges that Cozen O’Connor has not rendered legal
advice to such Investor. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation,
the rights arising out of this Agreement, and it shall not be necessary for any other Investor to be joined as an additional party in
any proceeding for such purpose. The Company has elected to provide all Investors with the same terms and Transaction Agreements for
the convenience of the Company and not because it was required or requested to do so by any Investor.
8.13
Headings. The titles, subtitles and headings in this Agreement are for convenience of reference and shall not form part of, or
affect the interpretation of, this Agreement.
29
8.14 Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a
facsimile or pdf signature including any electronic signatures complying with the U.S. federal ESIGN Act of 2000, e.g.,
www.docusign.com shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as
if the signature were an original, not a facsimile or pdf (or other electronic reproduction of a) signature.
8.15
Entire Agreement; Amendments. This Agreement and the other Transaction Agreements (including all schedules and exhibits hereto
and thereto), together with any side letter agreements with any of the Investors, constitute the entire agreement between the parties
hereto respecting the subject matter of this Agreement and supersedes all prior agreements, negotiations, understandings, representations
and statements respecting the subject matter of this Agreement, whether written or oral. No amendment, modification, alteration, or change
in any of the terms of this Agreement shall be valid or binding upon
the parties hereto unless made in writing and duly executed by the Company and the Investors of at least a majority in interest of the
Shares then held by the Investors, provided that prior to the Closing the consent of all Investors shall be required Notwithstanding
the foregoing, this Agreement may not be amended and the observance of any term of this Agreement may not be waived with respect to any
Investor without the written consent of such Investor unless such amendment or waiver applies to all Investors in the same fashion. The
Company, on the one hand, and each Investor, on the other hand, may by an instrument signed in writing by such parties waive the performance,
compliance or satisfaction by such Investor or the Company, respectively, with any term or provision of this Agreement or any condition
hereto to be performed, complied with or satisfied by such Investor or the Company, respectively. Notwithstanding the foregoing or anything
else herein to the contrary, no amendment, modification, alteration, change or waiver of this Section 8.15 shall be valid without
the prior written consent of the Placement Agent, which consent may be granted or withheld in the sole discretion of the Placement Agent.
8.16
Survival. The covenants, representations and warranties made by each party hereto contained in this Agreement shall survive the
Closing and the delivery of the Shares in accordance with their respective terms. Each Investor shall be responsible only for its own
representations, warranties, agreements and covenants hereunder.
8.17
Contract Interpretation. This Agreement is the joint product of each Investor and the Company and each provision of this Agreement
has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any
party hereto.
8.18
Arm’s Length Negotiations. For the avoidance of doubt, the parties acknowledge and confirm that the terms and conditions
of the Shares were determined as a result of arm’s-length negotiations.
[Remainder
of Page Intentionally Left Blank.]
30
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
COMPANY:
Telomir Pharmaceuticals, Inc.
By:
Name:
Title:
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
INVESTOR:
Name of Purchaser:
Sign Here
By:
Print Name:
Title:
Mailing Address:
Email:
Subscription Amount:
$__________________________
EXHIBIT
A
INVESTORS
Investor
Name
Shares
Share
Purchase Price
Aggregate
Purchase Price
[Name]
[●]
$ [●]
$ [●]
[Name]
[●]
$ [●]
$ [●]
[Name]
[●]
$ [●]
$ [●]
TOTAL:
[●]
$ [●]
$ [●]
A-1
EXHIBIT
B
REGISTRATION
RIGHTS AGREEMENT
EX-10.2
EX-10.2
Filename: ex10-2.htm · Sequence: 4
Exhibit
10.2
REGISTRATION
RIGHTS AGREEMENT
THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 5, 2026, is entered into by and among Telomir
Pharmaceuticals, Inc., a Florida corporation (the “Company”), and the several investors signatory hereto (individually
as an “Investor” and collectively together with their respective permitted assigns, the “Investors”).
Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase
Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from
time to time, the “Purchase Agreement”).
WHEREAS:
A.
Upon the terms and subject to the conditions of the Purchase Agreement, the Company has agreed to issue to the Investors, and the Investors
have agreed to purchase, severally and not jointly, an aggregate of up to $4,843,300 of shares (the “Shares”) of the
Company’s common stock, no par value per share (the “Common Stock”).
B.
To induce the Investors to enter into the Purchase Agreement, the Company has agreed to provide certain registration rights under the
U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the
“Securities Act”), and applicable state securities laws.
NOW,
THEREFORE, in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and the Investors hereby agree as follows:
1.
DEFINITIONS.
For
purposes of this Agreement, the following terms shall have the following meanings:
(a)
“Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company,
trust, unincorporated association, joint venture or any other entity or organization.
(b)
“Prospectus” means (i) the prospectus included in any Registration Statement, as amended or supplemented by any prospectus
supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement
and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference
in such prospectus, and (ii) any “free writing prospectus” as defined in Rule 405 under the Securities Act, relating to the
terms of the offering of any portion of the Registrable Securities.
(c)
“Register,” “Registered,” and “Registration” refer to a registration effected
by preparing and filing one or more registration statements of the Company in compliance with the Securities Act and providing for offering
securities on a continuous basis, and the declaration or ordering of effectiveness of such registration statement(s) by the U.S. Securities
and Exchange Commission (the “SEC”).
(d)
“Registrable Securities” means the Shares and any Common Stock issued or issuable with respect to the Shares as a
result of any stock split or subdivision, stock dividend, recapitalization, exchange or similar event. Registrable Securities shall cease
to be Registrable Securities until the earliest to occur of the following events: (i) the Investors shall have resold all the Registrable
Securities covered by the Registration Statement and (ii) the date on which the Registrable Securities may be resold by the Investors
without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for
the Company to be in compliance with the current public information requirement under Rule 144 under the Securities Act or any other
rule of similar effect.
(e)
“Registration Expenses” means all registration and filing fee expenses incurred by the Company in effecting any registration
pursuant to this Agreement, including (i) all registration, qualification, and filing fees, printing expenses, and any other fees and
expenses associated with filings required to be made with the SEC, FINRA or any other regulatory authority, (ii) all fees and expenses
in connection with compliance with or clearing the Registrable Securities for sale under any securities or “Blue Sky” laws,
(iii) all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses, and (iv) all fees and disbursements
of counsel for the Company and of all independent certified public accountants of the Company (including the expenses of any special
audit and cold comfort letters required by or incident to such performance).
(f)
“Registration Statement” means any registration statement of the Company filed with, or to be filed with, the SEC
under the Securities Act, that Registers Registrable Securities, including the related Prospectus, amendments and supplements to such
registration statement, including pre- and post-effective amendments, and all exhibits and all material incorporated by reference in
such registration statement as may be necessary to comply with applicable securities laws. “Registration Statement” shall
also include a New Registration Statement, as amended when each became effective, including all documents filed as part thereof or incorporated
by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC.
(g)
“Required Investors” means the Investors holding a majority of the Registrable Securities outstanding from time to
time.
(h)
“Selling Expenses” means all underwriting discounts and selling commissions applicable to the sale of Registrable
Securities and all similar fees and commissions relating to the Investors’ disposition of the Registrable Securities.
2.
REGISTRATION.
(a)
Mandatory Registration. The Company shall, as promptly as reasonably practicable and in any event no later than thirty (30) calendar
days after the Closing Date (the “Filing Deadline”), prepare and file with the SEC an initial Registration Statement
(the “Initial Registration Statement”) covering the resale of all Registrable Securities. Before filing the Registration
Statement, the Company shall furnish to the Investors a copy of the Registration Statement. The Investors, through one set of counsel
selected by the Required Investors (the “Designated Counsel”) shall have at least three Business Days prior to the
anticipated filing date of a Registration Statement to review and comment upon such Registration Statement and any amendment or supplement
to such Registration Statement and any related Prospectus, prior to its filing with the SEC. Subject to any SEC comments, such Registration
Statement shall include the plan of distribution substantially in the form attached hereto as Exhibit A. Such Registration Statement
also shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate
number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the
Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account
of any other holder of securities of the Company without the prior written consent of the Required Investors. The Company shall (a) use
commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as the Investor,
through the Designated Counsel, reasonably proposed by the Investor, and (b) not file any Registration Statement or Prospectus or any
amendment or supplement thereto containing information regarding the Investor to which Investor reasonably objects, unless such information
is required to comply with any applicable law or regulation. The Investors shall furnish all information reasonably requested by the
Company and as shall be reasonably required in connection with any registration referred to in this Agreement.
2
(b)
Effectiveness. The Company shall use its reasonable best efforts to have the Initial Registration Statement and any amendment
declared effective by the SEC at the earliest possible date but no later than the earlier of (i) the 60th calendar day following the
filing date if the SEC does not notify the Company that the Initial Registration Statement will be reviewed; (ii) the 90th calendar day
following the filing date if the SEC notifies the Company that the Initial Registration Statement will be reviewed; and (iii) in either
case, the fifth Business Day after the date on which the SEC notifies the Company, orally or in writing, that it will not review the
Initial Registration Statement or that it has no further comments thereto. The Company shall notify the Investor by e-mail as promptly
as practicable, and in any event, within 24 hours, after the Registration Statement is declared effective or is supplemented and shall
provide the Investor with copies of any Prospectus to be used in connection with the sale or other disposition of the securities covered
thereby. The Company shall use reasonable best efforts to keep the Initial Registration Statement continuously effective pursuant to
Rule 415 promulgated under the Securities Act and available for the resale by the Investors of all of the Registrable Securities covered
thereby at all times until the earliest to occur of the following events: (i) the date on which the Investors shall have resold all the
Registrable Securities covered thereby; and (ii) the date on which the Registrable Securities may be resold by the Investors without
registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company
to be in compliance with the current public information requirement under Rule 144 under the Securities Act or any other rule of similar
effect (the “Registration Period”). The Initial Registration Statement (including any amendments or supplements thereto
and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.
(c)
Sufficient Number of Shares Registered. In the event the number of shares available under the Initial Registration Statement at
any time is insufficient to cover the Registrable Securities, the Company shall, to the extent necessary and permissible, amend the Initial
Registration Statement or file a new registration statement (together with any prospectuses or prospectus supplements thereunder, a “New
Registration Statement”), so as to cover all of such Registrable Securities as soon as reasonably practicable, but in any event
not later than ten Business Days after the necessity therefor arises (the “New Registration Filing Deadline”). The
Company shall use its reasonable best efforts to have such amendment and/or New Registration Statement become effective as soon as reasonably
practicable following the filing thereof but no later than the earlier of (i) the 60th calendar day following the filing date if the
SEC does not notify the Company that the New Registration Statement will be reviewed; (ii) the 90th calendar day following the filing
date if the SEC notifies the Company that the New Registration Statement will be reviewed; and (iii) in either case, the fifth Business
Day after the date on which the SEC notifies the Company, orally or in writing, that it will not review the New Registration Statement
or that it has no further comments thereto. The provisions of Section 2(a) and (b) shall apply to the New Registration
Statement, except as modified hereby.
(d)
Allowable Delays. On no more than two occasions and for not more than 30 consecutive days or for a total of not more than 60 days
in any 12 month period, the Company may delay the effectiveness of the Initial Registration Statement or any other Registration Statement,
or suspend the use of any Prospectus, in the event that the Company or Board of Directors determines, in good faith and upon advice of
legal counsel, that such delay or suspension is necessary to (A) delay the disclosure of material non-public information concerning the
Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or
(B) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus
shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading
(an “Allowed Delay”); provided, that the Company shall promptly (a) notify each Investor in writing of the commencement
of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public
information giving rise to an Allowed Delay, (b) advise the Investors in writing to cease all sales under the applicable Registration
Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as
practicable.
3
(e)
Rule 415; Cutback. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in
any Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities
Act (provided, however, the Company shall be obligated to use reasonable best efforts to advocate with the SEC for the registration of
all of the Registrable Securities) or requires any Investor to be named as an “underwriter,” the Company shall (i) promptly
notify each holder of Registrable Securities thereof and (ii) make commercially reasonable efforts to persuade the SEC that the offering
contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer”
as defined in Rule 415 and that none of the Investors is an “underwriter.” The Investors shall have Designated Counsel review
and oversee any registration or matters pursuant to this Section 2(e), including participation in any meetings or discussions
with the SEC regarding the SEC’s position and to comment on any written submission made to the SEC with respect thereto. No such
written submission with respect to this matter shall be made to the SEC to which the Designated Counsel reasonably objects. In the event
that, despite the Company’s reasonable best efforts and compliance with the terms of this Section 2(e), the SEC refuses
to alter its position, the Company shall (i) remove from such Registration Statement such portion of the Registrable Securities (the
“Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable
Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC
Restrictions”); provided, however, that the Company shall not name any Investor as an “underwriter” in such Registration
Statement without the prior written consent of such Investor (provided that, in the event an Investor withholds such consent, the Company
shall have no obligation hereunder to include any Registrable Securities of such Investor in any Registration Statement covering the
resale thereof until such time as the SEC no longer requires such Investor to be named as an “underwriter” in such Registration
Statement or such Investor otherwise consents in writing to being so named). Any cut-back imposed on the Investors pursuant to this Section
2(e) shall be allocated among the Investors on a pro rata basis and shall be applied first to any of the Registrable Securities of
such Investor as such Investor shall designate, unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree.
3.
RELATED COMPANY OBLIGATIONS.
With
respect to the Registration Statement and whenever any Registrable Securities are to be Registered pursuant to Section 2, including
on the Initial Registration Statement or on any New Registration Statement, the Company shall use its reasonable best efforts to effect
the registration of the Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the
Company shall have the following obligations:
(a)
Notifications. The Company will promptly notify the Investors promptly of the time when any subsequent amendment to the Initial
Registration Statement or any New Registration Statement, other than documents incorporated by reference, has been filed with the SEC
and/or has become effective or where a receipt has been issued therefor or any subsequent supplement to a Prospectus has been filed and
of any request by the SEC for any amendment or supplement to the Registration Statement, any New Registration Statement or any Prospectus
or for additional information.
(b)
Amendments. The Company will prepare and file with the SEC any amendments, post-effective amendments or supplements to the Initial
Registration Statement, any New Registration Statement or any Prospectus, as applicable, that, (a) as may be necessary to keep such Registration
Statement effective for the Registration Period and to comply with the provisions of the Securities Act and the Securities Exchange Act
of 1934, as amended (the “Exchange Act”) with respect to the distribution of all of the Registrable Securities covered
thereby, or (b) in the reasonable opinion of the Investors and the Company, as may be necessary or advisable in connection with any acquisition
or sale of Registrable Securities by the Investors.
4
(c)
Investor and Placement Agent Review. The Company will not file any amendment or supplement to the Registration Statement, any
New Registration Statement or any Prospectus, other than documents incorporated by reference, relating to the Investors, the Registrable
Securities or the transactions contemplated hereby unless (A) the Investors, through the Designated Counsel, and the Placement Agent,
through its counsel shall have been advised and afforded the opportunity to review and comment thereon at least three (3) Business Days
prior to filing with the SEC and (B) the Company shall have given reasonable due consideration to any comments thereon received from
the Investors, through the Designated Counsel, and the Placement Agent, through its counsel.
(d)
Copies Available. The Company will furnish to any Investor whose Registrable Securities are included in any Registration Statement
and the Designated Counsel copies of the Initial Registration Statement, any Prospectus thereunder (including all documents incorporated
by reference therein), any Prospectus supplement thereunder, any New Registration Statement and all amendments to the Initial Registration
Statement or any New Registration Statement that are filed with the SEC during the Registration Period (including all documents filed
with or furnished to the SEC during such period that are deemed to be incorporated by reference therein), each letter written by or on
behalf of the Company to the SEC or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each
case relating to such Registration Statement (other than any portion thereof which contains information for which the Company has sought
confidential treatment) and such other documents as Investor may reasonably request in order to
facilitate the disposition of the Registrable Securities owned by Investor that are covered by such Registration Statement, in
each case as soon as reasonably practicable upon such Investor’s request and in such quantities as such Investor may from time
to time reasonably request; provided, however, that the Company shall not be required to furnish any document to the Investor to the
extent such document is available on EDGAR.
(e)
Notification of Stop Orders; Material Changes. The Company shall use commercially reasonable efforts to (i) prevent the issuance
of any stop order or other suspension of effectiveness and, (ii) if such order is issued, obtain the withdrawal of any such order as
soon as practicable. The Company shall advise the Investors promptly (but in no event later than 24 hours) and shall confirm such advice
in writing, in each case: (i) of the Company’s receipt of notice of any request by the SEC or any other federal or state governmental
authority for amendment of or a supplement to the Registration Statement or any Prospectus or for any additional information; (ii) of
the Company’s receipt of notice of the issuance by the SEC or any other federal or state governmental authority of any stop order
suspending the effectiveness of the Initial Registration Statement or prohibiting or suspending the use of any Prospectus or Prospectus
supplement, or any New Registration Statement, or of the Company’s receipt of any notification of the suspension of qualification
of the Registrable Securities for offering or sale in any jurisdiction or the initiation or contemplated initiation of any proceeding
for such purpose; and (iii) of the Company becoming aware of the happening of any event, which makes any statement of a material fact
made in any Registration Statement or any Prospectus untrue or which requires the making of any additions to or changes to the statements
then made in any Registration Statement or any Prospectus in order to state a material fact required by the Securities Act to be stated
therein or necessary in order to make the statements then made therein (in the case of any Prospectus, in light of the circumstances
under which they were made) not misleading, or of the necessity to amend any Registration Statement or any Prospectus to comply with
the Securities Act or any other law. The Company shall not be required to disclose to the Investors the substance of specific reasons
of any of the events set forth in clause (i) to (iii) of the immediately preceding sentence (each, a “Suspension Event”),
but rather, shall only be required to disclose that the event has occurred. If at any time the SEC, or any other federal or state governmental
authority shall issue any stop order suspending the effectiveness of any Registration Statement or prohibiting or suspending the use
of any Prospectus or Prospectus supplement, the Company shall use its reasonable best efforts to obtain the withdrawal of such order
at the earliest practicable time. The Company shall furnish to the Investors, without charge, a copy of any correspondence from the SEC
or the staff of the SEC, or any other federal or state governmental authority to the Company or its representatives relating to the Initial
Registration Statement, any New Registration Statement or any Prospectus, or Prospectus supplement as the case may be. In the event of
a Suspension Event set forth in clause (iii) of the first sentence of this Section 3(e), the Company will use its commercially
reasonable efforts to publicly disclose such event as soon as reasonably practicable, or otherwise resolve the matter such that sales
under Registration Statements may resume; provided, however, that if the Company has a bona fide business purpose for not making such
information public, the Company may suspend the use of all Registration Statements for up to 45 consecutive calendar days; provided,
further, that the Company may not suspend the use of all Registration Statements more than twice, or for more than 75 total calendar
days, in each case during any twelve-month period. The Company shall consult with the Placement Agent and its counsel before submitting
any written response to the SEC concerning the Placement Agent, its compensation, the Placement Agent Warrants, the Placement Agent Warrant
Shares or the characterization of the Placement Agent or any permitted designee as an underwriter.
5
(f)
Confirmation of Effectiveness. If reasonably requested by an Investor at any time in respect of any Registration Statement, the
Company shall deliver to such Investor a written confirmation (email being sufficient) from Company’s counsel of whether or not
the effectiveness of such Registration Statement has lapsed at any time for any reason (including, without limitation, the issuance of
a stop order) and whether or not such Registration Statement is currently effective and available to the Company for sale of Registrable
Securities.
(g)
Listing. The Company shall use best efforts to cause all Registrable Securities covered by a Registration Statement to be listed
on the Nasdaq Capital Market.
(h)
Compliance. The Company shall otherwise use best efforts to comply with all applicable rules and regulations of the SEC under
the Securities Act and the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final prospectus,
including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the Securities Act, promptly inform the Investor
in writing if, at any time during the Registration Period, the Company does not satisfy the conditions specified in Rule 172 and, as
a result thereof, the Investor is required to deliver a prospectus in connection with any disposition of Registrable Securities and take
such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder, and make available
to its security holders, as soon as reasonably practicable, but not later than the Availability Date (as defined below), an earnings
statement covering a period of at least 12 months, beginning after the effective date of each Registration Statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act, including Rule 158 promulgated thereunder (for the purpose
of this subsection 3(h), “Availability Date” means the 45th day following the end of the fourth
fiscal quarter that includes the effective date of such Registration Statement, except that, if such fourth fiscal quarter is the last
quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of such
fourth fiscal quarter).
(i)
Blue-Sky. The Company shall register or qualify or cooperate with the Investor and the Designated Counsel in connection with the
registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions
reasonably requested by the Investor; provided, however, that the Company shall not be required in connection therewith or as a condition
thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section
3(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section
3(i), or (iii) file a general consent to service of process in any such jurisdiction.
(j)
Rule 144. With a view to making available to the Investors the benefits of Rule 144 (or its successor rule) and any other rule
or regulation of the SEC that may at any time permit the Investors to sell shares of Common Stock to the public without registration,
the Company covenants and agrees to: (i) make and keep adequate current public information available, as those terms are understood and
defined in Rule 144, until the earlier of (A) six months after such date as all of the Registrable Securities may be sold without restriction
by the holders thereof pursuant to Rule 144 or any other rule of similar effect or (B) such date as there are no longer Registrable Securities;
and (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Exchange Act; (iii) furnish
electronically to each Investor upon request, as long as such Investor owns any Registrable Securities, (A) a written statement by the
Company that it has complied with the reporting requirements of the Exchange Act, (B) a copy of or electronic access to the Company’s
most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested
in order to avail such Investor of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without
registration.
6
(k)
Cooperation. The Company shall cooperate with the holders of the Registrable Securities to facilitate the timely preparation and
delivery of certificates or uncertificated shares representing the Registrable Securities to be sold pursuant to such Registration Statement
or Rule 144 free of any restrictive legends and representing such number of shares of Common Stock and registered in such names as the
holders of the Registrable Securities may reasonably request to the extent permitted by such Registration Statement or Rule 144 to effect
sales of Registrable Securities ; for the avoidance of doubt, the Company may satisfy its obligations hereunder without issuing physical
stock certificates through the use of The Depository Trust Company’s Direct Registration System.
4.
OBLIGATIONS OF THE INVESTORS.
(a)
Investor Information. Each Investor shall provide a completed Investor Questionnaire in the form attached hereto as Exhibit
B in connection with the registration of the Registrable Securities If the Company has not received such completed Questionnaire
from an Investor within three Business Days of the Company’s request, the Company may file the Registration Statement without including
such Investor’s Registrable Securities.
(b)
Suspension of Sales. Each Investor, severally and not jointly with any other Investor, agrees that, upon receipt of any notice
from the Company of the existence of an Allowed Delay or a Suspension Event as set forth in Section 3(e), the Investor will promptly
discontinue disposition of Registrable Securities pursuant to any Registration Statement covering such Registrable Securities until the
Investor’s receipt of a notice from the Company confirming the resolution of such Allowed Delay or Suspension Event and that such dispositions
may again be made; provided, for the avoidance of doubt, that the foregoing shall not limit the right of the Investor to sell or otherwise
dispose of the Registrable Securities pursuant to Rule 144 or any other exemption from the registration requirements of the Securities
Act or to settle a transaction pursuant to a Registration Statement as to which a contract for such sale was entered into prior to such
Investor’s receipt of the notice from the Company of the existence of the Allowed Delay or Suspension Event. The Company shall
cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with any sale of Registrable
Securities pursuant to a Registration Statement with respect to which such Investor has entered into a contract for sale prior to such
Investor’s receipt of the notice from the Company of the existence of the Allowed Delay or Suspension Event.
(c)
Investor Cooperation. Each Investor, severally and not jointly with any other Investor, agrees to cooperate with the Company
as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any Registration
Statement or New Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude
all of its Registrable Securities from such Registration Statement.
5.
EXPENSES OF REGISTRATION.
All
Registration Expenses incurred in connection with registrations pursuant to this Agreement shall be borne by the Company. All Selling
Expenses relating to securities registered on behalf of the Investors shall be borne by the Investors pro rata on the basis of the number
of Registrable Securities so registered.
7
6.
INDEMNIFICATION.
(a)
To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investors, the Placement
Agent, their respective affiliates and each of their respective directors, officers, partners, members, managers, employees, agents,
representatives, advisors and controlling persons, and each Person, if any, who controls any of the foregoing within the meaning of the
Securities Act or the Exchange Act (each, an “Indemnified Person”), against any losses, obligation, claims, damages,
liabilities, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs and costs of preparation),
reasonable and documented attorneys’ fees, amounts paid in settlement or reasonable and documented expenses, (collectively, “Claims”)
reasonably incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken
from the foregoing by or before any court or governmental, administrative or other regulatory agency or body or the SEC, whether pending
or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which
any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof)
arise out of or are based upon: (i) any untrue statement or alleged untrue statement or omission or alleged omission of any material
fact contained in any Registration Statement, any preliminary prospectus or final prospectus, or any amendment or supplement thereof,
or (ii) any violation or alleged violation by the Company or any of its Subsidiaries of the Securities Act, Exchange Act or any other
state securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered or any rule or
regulation promulgated thereunder applicable to the Company or its agents and relating to action or inaction required of the Company
in connection with such registration of the Registrable Securities (the matters in the foregoing clauses (i) and (ii) being, collectively,
“Violations”). The Company shall reimburse each Indemnified Person promptly as such expenses are incurred and are
due and payable, for any reasonable out-of-pocket legal fees or other reasonable and documented expenses incurred by them in connection
with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement
contained in this Section 6(a): (A) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation
which occurs in reliance upon and in conformity with information furnished in writing to the Company by the Investors or such Indemnified
Person specifically for use in such Registration Statement or prospectus and was reviewed and approved in writing by such Investor or
such Indemnified Person expressly for use in connection with the preparation of any Registration Statement, any prospectus or any such
amendment thereof or supplement thereto, if such in each case if the foregoing was timely made available by the Company; (B) with respect
to any superseded prospectus, shall not inure to the benefit of any such Person from whom the Person asserting any such Claim purchased
the Registrable Securities that are the subject thereof (or to the benefit of any other Indemnified Person) if the untrue statement or
omission of material fact contained in the superseded prospectus was corrected in the revised prospectus, as then amended or supplemented,
and the Indemnified Person was promptly advised in writing not to use the outdated, defective or incorrect prospectus prior to the use
giving rise to a Violation; (C) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the
prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the
transfer of the Registrable Securities by the Investor pursuant to Section 8.
(b)
In connection with the Initial Registration Statement, any New Registration Statement or any prospectus, the Investors, severally and
not jointly, agree to indemnify, hold harmless and defend, the Company, each of its directors, each of its officers who signed the Initial
Registration Statement or signs any New Registration Statement, each Person, if any, who controls the Company within the meaning of the
Securities Act or the Exchange Act (each, an “Indemnified Party”), against any losses, claims, damages, liabilities
and expense (including reasonable attorney fees) resulting from any Violation, in each case to the extent, and only to the extent, that
such Violation occurs in reliance upon and in conformity with information about an Investor furnished in writing by such Investor to
the Company and reviewed and approved in writing by such Investor or such Indemnified Person expressly for use in connection with the
preparation of the Registration Statement, any New Registration Statement, any prospectus or any such amendment thereof or supplement
thereto. In no event shall the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all expense
paid by such Investor in connection with any claim relating to this Section 6 and the amount of any damages such Investor has
otherwise been required to pay by reason of such untrue statement or omission) received by such Investor upon the sale of the Registrable
Securities included in such Registration Statement giving rise to such indemnification obligation. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the
Registrable Securities by any Investor pursuant to Section 8.
8
(c)
Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any
action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party
shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying
party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof
with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be,
and upon such notice, the indemnifying party shall not be liable to the Indemnified Person or the Indemnified Party for any legal or
other expenses subsequently incurred by the Indemnified Person or the Indemnified Party in connection with the defense thereof; provided,
however, that an Indemnified Person or Indemnified Party (together with all other Indemnified Persons and Indemnified Parties that may
be represented without conflict by one counsel) shall have the right to retain its own counsel with the reasonable fees and expenses
to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation
by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding.
The Indemnified Party or Indemnified Person shall cooperate with the indemnifying party in connection with any negotiation or defense
of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available
to the Indemnified Party or Indemnified Person which relates to such action or claim. The indemnifying party shall keep the Indemnified
Party or Indemnified Person fully apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying
party shall be liable for any settlement of any action, claim or proceeding effected without its written consent, provided, however,
that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the
consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise
unless such judgment or settlement (i) imposes no liability or obligation on, (ii) includes as an unconditional term thereof the giving
of a complete, explicit and unconditional release from the party bringing such indemnified claims of all liability of the Indemnified
Party or Indemnified Person in respect to or arising out of such claim or litigation in favor of, and (iii) does not include any admission
of fault, culpability, wrongdoing, or malfeasance by or on behalf of, the Indemnified Party or Indemnified Person. Following indemnification
as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with
respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver
written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying
party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying
party is prejudiced in its ability to defend such action.
(d)
The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or Indemnified Damages are incurred. Any Person receiving a payment pursuant
to this Section 6 which person is later determined to not be entitled to such payment shall return such payment (including reimbursement
of expenses) to the person making it.
(e)
The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or
Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant
to the law.
(f)
The rights of the Placement Agent and its related Indemnified Persons under this Section 6 are cumulative with, and shall not amend,
supersede, limit or otherwise affect, any indemnification, contribution, advancement-of-expenses or other rights available under the
Engagement Letter. In the event of any conflict concerning the rights of the Placement Agent or its related Indemnified Persons, the
provision affording the greater protection shall control.
9
7.
CONTRIBUTION.
To
the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted
by law; provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of
fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount
of proceeds (net of all expenses paid by such holder in connection with any claim relating to this Section 7 and the amount of
any damages such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission) received by such seller from the sale of such Registrable Securities giving rise to such contribution obligation.
8.
ASSIGNMENT OF REGISTRATION RIGHTS.
The
Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the
prior written consent of the Required Investors; provided, however, that in any transaction, whether by merger, reorganization, restructuring,
consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the
equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction,
be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person
and the term “Registrable Securities” shall be deemed to include the securities received by the Investor in connection with
such transaction unless such securities are otherwise freely tradable by the Investor after giving effect to such transaction, and the
prior written consent of the Required Investors shall not be required for such transaction.
An Investor may transfer or assign its rights hereunder, in whole or from time to time in part, to one or more Persons in connection
with the transfer of not fewer than 1,000,000 (subject to appropriate adjustment in the event of any stock dividend, stock split, combination
or other similar recapitalization) Registrable Securities by such Investor to such Person, provided that such Investor complies with
all laws applicable thereto, and the provisions of the Purchase Agreement, and provides written notice of assignment to the Company promptly
after such assignment is effected, and such Person agrees in writing to be bound by all of the provisions contained herein.
The
provisions of this Agreement shall be binding upon and inure to the benefit of the Investor and its successors and permitted assigns.
9.
AMENDMENTS AND WAIVERS.
The
provisions of this Agreement, including the provisions of this sentence, may be amended, modified or supplemented, or waived only by
a written instrument executed by (i) the Company and (ii) the Required Investors, provided that (1) any party may give a waiver as to
itself, (2) any amendment, modification, supplement or waiver that disproportionately and adversely affects the rights and obligations
of any Investor relative to the comparable rights and obligations of the other Investors shall require the prior written consent of such
adversely affected Investor or each Investor, as applicable, and (3) any amendments to Section 6 or to the definitions of “Filing
Deadline,” “Effectiveness Deadline,” or “Registration Period” shall require the written consent of each
Investor. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates
exclusively to the rights of one or more Investors and that does not adversely directly or indirectly affect the rights of other Investors
may be given by Investors holding all of the Registrable Securities to which such waiver or consent relates.
10
10.
MISCELLANEOUS.
(a)
Notices. Any notices or other communications required or permitted to be given hereunder shall be in writing and shall be deemed
to be given (a) when delivered if personally delivered to the party for whom it is intended, (b) when delivered, if sent by electronic
mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next
Business Day, (c) three days after having been sent by certified or registered mail, return-receipt requested and postage prepaid, or
(d) one Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery,
with written verification of receipt:
i.
If to the Company, addressed as follows:
100
SE 2nd St,, Suite 200, #1009
Miami,
FL 33131
Attention:
Erez Aminov (erez@telomirpharma.com)
with
a copy (which shall not constitute notice):
Cozen
O’Connor
200 S. Biscayne Blvd.
Suite 3000
Miami, FL 33131
Attention:
Martin Schrier (mschrier@cozen.com) and Seth Popick (spopick@cozen.com)
ii.
If to any Investor, at its e-mail address or address set forth on its signature page to the Purchase Agreement or to such e-mail address,
or address as subsequently modified by written notice given in accordance with this Section 10.
Any
Person may change the address to which notices and communications to it are to be addressed by notification as provided for herein.
(b)
Consent to Electronic Notice. Each Investor consents to the delivery of any shareholder notice pursuant to the Florida Business
Corporation Act (the “FBCA”), as amended or superseded from time to time, by electronic mail pursuant to Section 607.0626
of the FBCA (or any successor thereto) at the e-mail address set forth below the Investor’s name on the signature page or Exhibit
A, as updated from time to time by notice to the Company. To the extent that any notice given by means of electronic mail is returned
or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected e-mail address has
been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each party agrees to promptly
notify the other parties of any change in its e-mail address, and that failure to do so shall not affect the foregoing.
(c)
Waiver. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances,
shall be deemed to be, or be construed as, a further or continuing waiver of any such term, provision or condition or as a waiver of
any other term, provision or condition of this Agreement.
(d)
Governing Law. The provisions of Section 8.6 of the Purchase Agreement are incorporated by reference herein mutatis
mutandis.
(e)
Headings. The titles, subtitles and headings in this Agreement are for convenience of reference and shall not form part of, or
affect the interpretation of, this Agreement.
11
(f)
Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the
same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided
that a facsimile or pdf signature including any electronic signatures complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com
shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature
were an original, not a facsimile or pdf (or other electronic reproduction of a) signature.
(g)
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and
shall execute and deliver all such other agreements, certificates, instruments and documents as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.
(h)
Contract Interpretation. This Agreement is the joint product of each Investor and the Company and each provision hereof has been
subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.
(i)
No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer on any Person other than the
parties to this Agreement any rights, remedies, claims, benefits, obligations or liabilities under or by reason of this Agreement, and
no Person that is not a party to this Agreement (including, without limitation, any partner, member, shareholder, director, officer,
employee or other beneficial owner of any party to this Agreement, in its own capacity as such or in bringing a derivative action on
behalf of a party to this Agreement) shall have any standing as a third party beneficiary with respect to this Agreement or the transactions
contemplated hereby.
(j)
Severability. If any part or provision of this Agreement is held unenforceable or in conflict with the applicable laws or regulations
of any jurisdiction, the invalid or unenforceable part or provisions shall be replaced with a provision which accomplishes, to the extent
possible, the original business purpose of such part or provision in a valid and enforceable manner, and the remainder of this Agreement
shall remain binding upon the parties hereto.
(k)
Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, the Company covenants, agrees and acknowledges
that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against
any current or future director, officer, employee, shareholder, general or limited partner or member of the Investors or of any affiliates
or assignees thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute,
regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to,
be imposed on or otherwise be incurred by any current or future director, officer, employee, shareholder, general or limited partner
or member of the Investors or of any affiliates or assignees thereof, as such for any obligation of the Investors under this Agreement
or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such
obligations or their creation.
(l)
Specific Performance. In addition to any and all other remedies that may be available at law in the event of any breach of this
Agreement, each Investor shall be entitled to specific performance of the agreements and obligations of the Company hereunder and to
such other injunction or other equitable relief as may be granted by a court of competent jurisdiction.
(m)
Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.
[Signature
Page Follows]
12
IN
WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly executed as of date first written above.
COMPANY:
Telomir Pharmaceuticals, Inc.
By:
Name:
Title:
[Signature
Page to Registration Rights Agreement]
IN
WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly executed as of date first written above.
INVESTOR:
Name of Purchaser: _______________________________
By:
Name:
Title:
[Signature
Page to Registration Rights Agreement]
Exhibit
A
PLAN
OF DISTRIBUTION
The
selling shareholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common
stock received after the date of this prospectus from a selling shareholder as a gift, pledge, partnership distribution or other transfer,
may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common
stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions
may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying
prices determined at the time of sale, or at negotiated prices.
The
selling shareholders may use any one or more of the following methods when disposing of shares or interests therein:
●
distributions to members,
partners, shareholders or other equityholders of the selling shareholders;
●
ordinary brokerage transactions
and transactions in which the broker-dealer solicits purchasers;
●
block trades in which the
broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate
the transaction;
●
purchases by a broker-dealer
as principal and resale by the broker-dealer for its account;
●
an exchange distribution
in accordance with the rules of the applicable exchange;
●
privately negotiated transactions;
●
short sales and settlement
of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
●
through the writing or settlement
of options or other hedging transactions, whether through an options exchange or otherwise;
●
broker-dealers may agree
with the selling shareholders to sell a specified number of such shares at a stipulated price per share;
●
a combination of any such
methods of sale; and
●
any other method permitted
pursuant to applicable law.
The
selling shareholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by
them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares
of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable
provision of the Securities Act, amending the list of selling shareholders to include the pledgee, transferee or other successors in
interest as selling shareholders under this prospectus. Subject to the terms of the registration rights agreement among the Company and
the selling shareholders, the selling shareholders also may transfer the shares of common stock in other circumstances, in which case
the transferees, pledgees or other successors in interest will be the selling shareholders for purposes of this prospectus.
In
connection with the sale of our common stock, the selling shareholders may enter into hedging transactions with broker-dealers or other
financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume.
The selling shareholders may also sell shares of our common stock short and deliver these securities to close out their short positions,
or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling shareholders may also enter
into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities
which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
1
The
aggregate proceeds to the selling shareholders from the sale of the common stock offered by them will be the purchase price of the common
stock less discounts or commissions, if any. Each of the selling shareholders reserves the right to accept and, together with their agents
from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will
not receive any of the proceeds from this offering.
The
selling shareholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities
Act, provided that they meet the criteria and conform to the requirements of that rule, or another available exemption from the registration
requirements under the Securities Act.
The
selling shareholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein
may be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act (it being understood that the selling
shareholders shall not be deemed to be underwriters solely as a result of their participation in this offering). Any discounts, commissions,
concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling
shareholders who are “underwriters” within the meaning of Section 2(a)(11) of the Securities Act will be subject to the prospectus
delivery requirements of the Securities Act.
To
the extent required, the shares of our common stock to be sold, the names of the selling shareholders, the respective purchase prices
and public offering prices, the names of any agent, dealer or underwriter, and any applicable commissions or discounts with respect to
a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration
statement that includes this prospectus.
In
order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through
registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered
or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.
We
have advised the selling shareholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares
in the market and to the activities of the selling shareholders and their affiliates. In addition, to the extent applicable, we will
make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling shareholders for the
purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling shareholders may indemnify any broker-dealer
that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the
Securities Act.
We
have agreed to indemnify the selling shareholders against liabilities, including liabilities under the Securities Act and state securities
laws, relating to the registration of the shares offered by this prospectus.
We
have agreed with the selling shareholders to use commercially reasonable efforts to cause the registration statement of which this prospectus
constitutes a part to become effective and to remain continuously effective until the earlier of: (i) the date on which the selling shareholders
shall have resold or otherwise disposed of all the shares covered by this prospectus and (ii) the date on which the shares covered by
this prospectus no longer constitute “Registrable Securities” as such term is defined in the Registration Rights Agreement,
such that they may be resold by the selling shareholders without registration and without regard to any volume or manner-of-sale limitations
and without current public information pursuant to Rule 144 under the Securities Act or any other rule of similar effect.
2
Exhibit
B
Investor
Questionnaire
The
undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:
QUESTIONNAIRE
1.
Name.
(a)
Full Legal Name of Investor
(b)
Full Legal Name of Registered
Holder (if not the same as (a) above) through which Registrable Securities are held:
(c)
Full Legal Name of Natural
Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities
covered by this Questionnaire):
2.
Address for Notices to Investor:
Telephone:
E-Mail:
_________________________________________________________________________________________
Contact
Person:
3
3.
Broker-Dealer Status:
(a)
Are you a broker-dealer?
Yes
☐ No ☐
(b)
If “yes” to Section
3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company?
Yes
☐ No ☐
Note:
If “no” to Section
3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
(c)
Are you an affiliate of a
broker-dealer?
Yes
☐ No ☐
(d)
If you are an affiliate of
a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of business, and at the time of
the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any
person to distribute the Registrable Securities?
Yes
☐ No ☐
Note:
If “no” to Section
3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
4.
Beneficial Ownership of Securities of the Company
Owned by the Investor.
Except
as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than
the securities issuable pursuant to the Purchase Agreement.
(a)
Type and Amount of other
securities beneficially owned by the Investor:
5.
Relationships with the Company:
Except
as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5%
of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with
the Company (or its predecessors or affiliates) during the past three years.
State
any exceptions here:
4
6.
Legal Proceedings with the Company:
Is
the Company a party to any pending legal proceeding in which the undersigned or its affiliates is named as an adverse party?
☐
Yes
☐
No
State
any exceptions here:
The
undersigned acknowledges and agrees that the Company and its legal counsel shall be entitled to rely on its responses in this Questionnaire
in all matters pertaining to the Registration Statement and the sale of any Registrable Securities pursuant to the Registration Statement.
The
undersigned hereby acknowledges and is advised of the SEC’s Compliance and Disclosure Interpretation 239.10 regarding short selling:
An
Issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling
shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares
after the effective date. The issuer was advised that the short sale could not be made before the registration statement become effective,
because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation
of Section 5 if the shares were effectively sold prior to the effective date.
By
returning this Questionnaire, the undersigned will be deemed to be aware of the foregoing interpretation.
If
the Company is required to file a new or additional registration statement to register Registrable Securities beneficially owned by the
undersigned, the undersigned agrees to complete and return to the Company, upon the request of the Company, a new Questionnaire (in a
form substantially similar to this Questionnaire).
If
the undersigned transfers all or any portion of its Registrable Securities after the date on which the information in this Questionnaire
is provided to the Company, the undersigned hereby agrees to notify the transferee(s) at the time of transfer of its rights and obligations
hereunder.
5
By
signing below, the undersigned agrees that upon receipt of written notice from the Company that the Registration Statement or prospectus
contains an untrue statement of a material fact or an omission to state a material fact required to be stated in the Registration Statement
or prospectus, or necessary to make the statements in the Registration Statement or prospectus, in the light of the circumstances under
which they were made, not misleading (a “Misstatement”), the undersigned shall forthwith discontinue disposition
of its securities offered for sale thereunder until it has received copies of a supplemented or amended prospectus correcting the Misstatement
(and the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after giving such notice),
or until it is advised in writing by the Company that the use of the prospectus may be resumed. If the filing, initial effectiveness
or continued use of the Registration Statement in respect of any registration at any time would require the Company to make a public
disclosure of material non-public information, which disclosure, in the good faith determination of the Board, after consultation with
counsel to the Company, (a) would be required to be made in the Registration Statement or any prospectus in order for the Registration
Statement or prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which
they were made) not misleading, (b) would not be required to be made at such time if the Registration Statement were not being filed,
and (c) the Company has a bona fide business purpose for not making such information public or would require the inclusion in such Registration
Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may,
upon giving prompt written notice of such action to the undersigned, delay the filing or initial effectiveness of, or suspend use of,
the Registration Statement for the shortest period of time, but in no event more than 90 days in any 12-month period, determined in good
faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the
undersigned agree to suspend, immediately upon their receipt of the notice referred to above, their use of the prospectus relating to
such registration in connection with any sale or offer to sell its securities offered under the Registration Statement. The Company shall
immediately notify the undersigned of the expiration of any period during which it exercised its rights under this paragraph.
By
signing below, the undersigned represents that the information provided herein is accurate and complete. The undersigned agrees to promptly
notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at
any time while the Registration Statement remains effective.
By
signing below, the undersigned consents to the disclosure of the information contained herein and the inclusion of such information in
the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands that such
information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the
related prospectus.
6
IN
WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either
in person or by its duly authorized agent.
Date:
Beneficial Owner: _____________________________________
By:
Signature
Name:
Title:
PLEASE
EMAIL A .PDF COPY OF THE COMPLETED AND EXECUTED QUESTIONNAIRE TO:
7
EX-99.1
EX-99.1
Filename: ex99-1.htm · Sequence: 5
Exhibit
99.1
Telomir
Pharmaceuticals Secures $5.6 Million Financing as Billionaire Entrepreneur John Paul DeJoria Increases Investment in the Company
Common
Stock PIPE Strengthens Telomir’s Capital Position as Company Advances Telomir-Zn into Clinical Development Under FDA-Cleared IND
in Triple-Negative Breast Cancer (TNBC)
MIAMI,
Oct. 6, 2026 (GLOBE NEWSWIRE) — Telomir Pharmaceuticals, Inc. (NASDAQ: TELO), a clinical-stage biotechnology company developing
small-molecule therapeutics targeting epigenetic and metabolic drivers of cancer, today announced an approximately $5.6 million private
investment in public equity (PIPE) financing through the issuance of common stock, without any accompanying investor warrants or convertible
securities.
The
financing includes an additional $1.0 million investment from billionaire entrepreneur and existing significant shareholder John Paul
DeJoria, co-founder of John Paul Mitchell Systems and Patrón Spirits. Other existing shareholders and new investors also participated
in the financing.
DeJoria
most recently reported beneficial ownership of approximately 3.55 million shares, representing approximately 5.0% of Telomir’s
outstanding common stock. His additional $1.0 million investment further increases his investment in Telomir as the Company advances
its lead program into clinical development.
“I
have always looked for opportunities that can do the greatest good for the greatest number of people, and that is part of what attracted
me to Telomir,” said John Paul DeJoria. “Cancer continues to take an enormous toll on patients and families, and there remains
a need for new approaches that can potentially improve the way we treat this disease. Telomir is pursuing a different scientific approach,
and with the Company now moving into human clinical trials, I am pleased to increase my investment and support the team as they work
to determine what Telomir-Zn may be able to do for patients.”
Alexander
Capital, L.P. acted as placement agent for the financing. The Company expects to receive aggregate gross proceeds of approximately $5.6
million, before deducting placement agent fees and other offering expenses.
Financing
Terms
Under
the terms of the financing, Telomir issued 4,843,300 shares of common stock at a purchase price of $1.16 per share, representing a 5%
discount to the applicable 10-day volume-weighted average price (VWAP). The financing resulted in aggregate gross proceeds to the Company
of approximately $5.6 million, before deducting placement agent fees and other offering expenses.
Investors
in the financing purchased common stock at a fixed price, with no accompanying investor warrants, convertible securities, or variable-price
or reset features.
The
securities were issued in a private placement. Telomir has agreed to file a registration statement with the U.S. Securities and Exchange
Commission covering the resale of the shares issued in the financing, subject to the terms of the Registration Rights Agreement.
The
Company intends to use the net proceeds primarily to support the clinical development of Telomir-Zn, including its Phase 1/2 clinical
program in advanced or metastatic triple-negative breast cancer (TNBC), as well as for working capital and general corporate purposes.
“We
have been very deliberate about how and when we access the capital markets,” said Erez Aminov, Chairman and CEO of Telomir. “Our
strategy is to raise capital around meaningful milestones, deploy it toward value-driving objectives and progressively de-risk the program,
while remaining mindful of our existing shareholders. As Telomir enters clinical development, our focus is on execution: deploying this
capital efficiently to advance Telomir-Zn through its Phase 1/2 clinical program, generate meaningful human data and position the Company
strongly for the milestones ahead.”
Strengthening
Telomir’s Position for Clinical Execution
The
financing comes as Telomir advances Telomir-Zn, its lead investigational oral small molecule, into human clinical evaluation. The U.S.
Food and Drug Administration has cleared Telomir’s Investigational New Drug (IND) application for Telomir-Zn, enabling the Company
to proceed with its first-in-human Phase 1/2 clinical trial in patients with advanced or metastatic TNBC.
TNBC
is an aggressive form of breast cancer defined by the absence of three common therapeutic targets, estrogen receptors, progesterone receptors,
and HER2, limiting the applicability of many targeted treatments used in other forms of breast cancer. Patients with advanced or metastatic
disease continue to face a significant need for additional treatment options.
The
multicenter, open-label Phase 1/2 study is designed to move Telomir-Zn from initial human dosing through dose selection and into an efficacy-focused
expansion. The Phase 1 portion will evaluate safety, tolerability, and dose selection while also assessing pharmacodynamic biomarkers
and preliminary signals of antitumor activity. The Phase 2 expansion is designed to build on those findings with a greater focus on efficacy,
providing an initial clinical proof-of-concept assessment of Telomir-Zn in advanced or metastatic TNBC.
A
New Epigenetic Approach to Treating Cancer
Telomir-Zn
is being developed as a potentially first-in-class oral epigenetic therapy designed to modulate intracellular metal homeostasis, particularly
iron and copper, and influence gene-control pathways implicated in cancer. Preclinical studies have demonstrated inhibition of multiple
iron-dependent histone demethylases (KDMs), supporting the Company’s hypothesis that Telomir-Zn may help restore more normal epigenetic
regulation and potentially reactivate tumor-suppressor pathways that cancer has silenced.
About
Telomir Pharmaceuticals
Telomir
Pharmaceuticals, Inc. (NASDAQ: TELO) is a clinical-stage biotechnology company developing small-molecule therapeutics targeting epigenetic
and metabolic pathways implicated in cancer. The Company’s lead program, Telomir-Zn, is designed to modulate intracellular metal
homeostasis and epigenetic regulation and has received Investigational New Drug clearance from the U.S. Food and Drug Administration
for a Phase 1/2 clinical trial in patients with advanced or metastatic triple-negative breast cancer. For more information, please visit
https://telomirpharma.com/.
Forward-Looking
Statements
This
press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,”
“plan,” “can,” “could,” “would,” “may,” “will,” “believe,”
“estimate,” “forecast,” “goal,” “project,” “guidance,” “potential,”
“intend,” “seek,” “target,” and other words of similar meaning, although not all forward-looking
statements include these words.
Forward-looking
statements may include, but are not limited to, statements regarding the therapeutic potential, mechanism of action, development plans,
regulatory pathway, safety profile, clinical utility, market opportunity, and future development of Telomir-1 (Telomir-Zn) and the Company’s
other product candidates. Forward-looking statements may also include statements regarding the anticipated closing of the financing described
herein, the expected proceeds from and intended use of such proceeds, the significance of the published preclinical findings, the relevance
of such findings to the Company’s oncology development programs, the advancement of the Company’s Phase 1/2 TNBC clinical
trial, and the potential applicability of Telomir-Zn across multiple disease areas.
These
forward-looking statements are based on current expectations, estimates, forecasts, and projections, as well as management’s beliefs
and assumptions, and are subject to significant risks and uncertainties that could cause actual results to differ materially from those
expressed or implied by such statements. These risks and uncertainties include, among others, risks related to preclinical and clinical
development, the ability to obtain regulatory approvals, the outcome of future studies, reliance on third parties, intellectual property
protection, financing needs, market conditions, and the other risks identified under the heading “Risk Factors” contained
in the Company’s Annual Report on Form 10-K and the Company’s other filings with the U.S. Securities and Exchange Commission
(“SEC”).
Forward-looking
statements contained in this press release speak only as of the date hereof, and the Company undertakes no obligation to update or revise
such statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.
We
caution investors not to place undue reliance on the forward-looking statements contained in this press release. You are encouraged to
read our filings with the SEC, available at the SEC website and in the “Investors” section of our website, for a discussion
of these and other risks and uncertainties.
Private
Placement Disclosure
The
securities described in this press release are being offered and sold in a private placement and have not been registered under the Securities
Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. Accordingly, the securities may not
be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration
requirements of the Securities Act and applicable state securities laws.
The
Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission covering the resale of the shares
of common stock issued in the private placement, subject to the terms and conditions of the applicable registration rights agreement.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer,
solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such jurisdiction.
Contact
Information
Krystina
Quintana
Email:
info@telomirpharma.com
Phone:
(786) 396-6723
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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration