United States securities and exchange commission logo
November 28, 2023
Christopher Chapman, Jr.
Chief Executive Officer
Telomir Pharmaceuticals, Inc.
900 West Platt Street, Suite 200
Tampa, FL 33606
Re: Telomir
Pharmaceuticals, Inc.
Registration
Statement on Form S-1
Filed November 14,
2023
File No. 333-275534
Dear Christopher Chapman:
We have reviewed your
registration statement and have the following comment(s).
Please respond to this letter by amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Prospectus Summary
Pre-Clinical Studies, page 4
1. We note your response
to comment 11, including your revised disclosure that all
preclinical studies
described in this section were conducted with the assistance of any
third parties. Please
clarify here, and in the Business section, whether all the referenced
studies were conducted
with or without third party assistance.
Intellectual Property, page 5
2. We note your disclosure
regarding Mr. Williams' background as it relates to his "design of
novel small molecule
therapeutics" as well as his work "collaborat[ing] closely with a
leading expert in
tobacco chemistry at the University of Kentucky[.]" Please balance your
disclosure to clarify,
if true, that Mr. Williams does not hold any formal degrees in
chemistry or
certifications related to the development of pharmaceuticals.
Christopher Chapman, Jr.
Telomir Pharmaceuticals, Inc.
November 28, 2023
Page 2
3. We note your disclosure that Mr. Williams is the "sole inventor of
TELOMIR-1" and
that his work on TELOMIR-1 "began in late 2020." We also note your
citation to a study
conducted by Donald R. Burgess in 2004, which appears to compare the
structure of
TELOMIR-1 with iron. Please reconcile this disclosure, or otherwise
advise.
Capitalization, page 41
4. We note your capitalization table includes "other liabilities," which
consists of trade
accounts payable and accrued liabilities and accrued interest.
Since trade accounts
payable and accrued liabilities are current liabilities and are not
part of your capital
structure, please remove these line items from your table.
Business
Post-Chemotherapy Recovery, page 49
5. We note your reference to the British Journal of Clinical Pharmacology
has a footnote, but
no corresponding information. Please delete or otherwise advise.
In silico Affinity Studies, page 54
6. We note your response to prior comment 10. We reissue our comment in
full. We
continue to note your disclosure that "[y]our pre-clinical studies
demonstrate that
TELOMIR-1 may uniquely and selectively bind critical metals to
interrupt enzyme
function . . . and turn off the underlying cause of cancer development
and growth." Please
revise your disclosure here, and elsewhere as appropriate, 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.
General
FirstName LastNameChristopher Chapman, Jr.
7. We note your response to comment 12 and reissue. Please ensure the
writing is legible in
Comapany NameTelomir
the visual Pharmaceuticals,
depictions throughout yourInc.
draft registration statement. For
example only,
certain
November 28, text
2023onPage
pages
2 50-52 is not legible.
FirstName LastName
Christopher Chapman, Jr.
FirstName LastNameChristopher Chapman, Jr.
Telomir Pharmaceuticals, Inc.
Comapany 28,
November NameTelomir
2023 Pharmaceuticals, Inc.
November
Page 3 28, 2023 Page 3
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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