United States securities and exchange commission logo
November 1, 2023
Christopher Chapman, Jr.
Chief Executive Officer
Telomir Pharmaceuticals, Inc.
900 West Platt Street, Suite 200
Tampa, FL 33606
Re: Telomir
Pharmaceuticals, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted October
16, 2023
CIK No. 0001971532
Dear Christopher Chapman:
We have reviewed your amended draft registration statement and have
the following
comments.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to this
letter and your amended
draft registration statement or filed registration statement, we may
have additional comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Business Summary
Overview, page 1
1. We note your response
to comment 1 and re-issue in part. Please revise to explain briefly
at first use the term
"in situ."
2. We note your disclosure
that you "believe that TELOMIR-1 may effectively serve as a
metal enzyme inhibitor
of essential metals such as zinc and copper[]" and that
"TELOMIR-1 may protect
the stem cells by elongating and stimulating the telomeres to
sustain self-renewal of
stem cells." Please revise your disclosure here and elsewhere to
remove any implication
that your product candidates will be safe or effective, as such
conclusions are within
the sole authority of the FDA and comparable foreign regulators.
Christopher Chapman, Jr.
FirstName LastNameChristopher Chapman, Jr.
Telomir Pharmaceuticals, Inc.
Comapany 1,
November NameTelomir
2023 Pharmaceuticals, Inc.
November
Page 2 1, 2023 Page 2
FirstName LastName
Intellectual Property, page 3
3. We note your response to comment 4 and reissue our comment in part.
Please revise your
disclosure to provide further details about Mr. Williams' scientific
background, such as
how he "developed extensive knowledge of tobacco alkaloid chemistry in
the 1990's" and
the context surrounding how Mr. Williams came to work on the
"development of
techniques for preventing the formation of [TSNAs] during the tobacco
curing process."
Please also clarify whether the 85 patents or patent applications for
which Mr. Williams is
a named inventor relate to the life sciences industry.
Summary Risk Factors, page 4
4. We note your response to comment 9. Please specify in the seventh
bullet point that Dr.
Chapman will be working on an as-needed basis.
Risks Related to Our Operations and Financial Condition
Conflicts of interest may arise between us and MIRALOGX. , page 12
5. We note your response to comment 11 and re-issue in part. Please tell
us whether any
other officers, directors or principal shareholders are affiliated
with MIRALOGX.
Risks Related to Our Intellectual Property
We may not be able to adequately protect our product candidates or our
proprietary technology
in the marketplace. , page 29
6. We note your response to comment 5 and your revised disclosure on page
30 noting that
you do not own the rights to the intellectual property and technology
that will be used to
commercially develop TELOMIR-1 and that MIRALOGX holds those patent
rights
through a "pending patent application." Please revise your risk factor
disclosure to explain
the risks associated with not having patent coverage for the work you
are conducting.
Please also clarify here and elsewhere, as appropriate, that MIRALOGX
has filed a
nonprovisional patent application.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
41
7. Once you have an estimated offering price or range, please explain to
us how you
determined the fair value of the common stock underlying your equity
issuances including
any stock options issued and the reasons for any differences between
the recent valuations
of your common stock leading up to the initial public offering and the
estimated offering
price. This information will help facilitate our review of your
accounting for equity
issuances including stock compensation. Please discuss with the staff
how to submit your
response.
Christopher Chapman, Jr.
FirstName LastNameChristopher Chapman, Jr.
Telomir Pharmaceuticals, Inc.
Comapany 1,
November NameTelomir
2023 Pharmaceuticals, Inc.
November
Page 3 1, 2023 Page 3
FirstName LastName
Business
Overview, page 46
8. We note your response to prior comment 14 and your revised disclosure
regarding the
results of the study comparing the complexing abilities of TELOMIR-1
and doxycycline.
Please revise your disclosure further to explain why TELOMIR-1 was
compared with
doxycycline in this regard.
9. We note your response to prior comment 15 and your revised disclosure
regarding the
results of your studies comparing the anti-cancer activities of
TELOMIR-1 versus
rapamycin. Please revise your disclosure further to explain why
TELOMIR-1 was
compared with rapamycin in this regard.
In silico Affinity Studies, page 52
10. We note your disclosure on page 52 that "[p]re-clinical studies
demonstrate that
TELOMIR-1 . . . turn[s] off the underlying cause of cancer development
and growth."
Please revise your disclosure here to remove the implication that your
product is safe or
effective as such conclusions are within the sole authority of the FDA
and comparable
foreign regulators.
11. We note your response to prior comment 18. We reissue our comment in
part. Please
revise your disclosure to clarify whether the pre-clinical studies
described in this section
were conducted with the assistance of any third parties.
General
12. Please ensure the writing is legible in the visual depictions
throughout your draft
registration statement. For example only, certain text on pages 48-50
is not legible.
Please contact Tara Harkins at 202-551-3639 or Lynn Dicker at
202-551-3616 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jimmy McNamara at 202-551-7349 or Joshua Gorsky at 202-551-7836 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Curt Creely