Telomir Pharmaceuticals Inc

Passing of Dr. Christopher Chapman

On August 8, 2024, the Company was made aware of the passing of its Chairman and Chief Executive Officer, Dr. Christopher Chapman.

Restructuring of the Board of Directors

On August 8, 2024, Ms. Talhia Tuck, Mr. Brad Kroenig and Mr. Hugh McColl, each voluntarily resigned from the Board, effective immediately (the “Board Resignations”). Subsequent thereto, the remaining members of the Board appointed new members of the Board, as discussed below. The resignations of Ms. Tuck, Mr. Kroenig, and Mr. McColl were not the result of any disagreement with the Company on any matter relating to its operations, policies or practices.

On August 8, 2024, the remaining members of the Board (Dr. Craig Eagle, M.D. and Michael Jerman) unanimously approved the appointment of Mr. Erez Aminov, Dr. Matthew P. Del Giudice, Mr. Matthew Pratt Whalen and Mr. Ned MacPherson as members of the Board, to fill the vacancies on the Board occasioned by the Board Resignations and the passing of Dr. Chapman, for a term expiring at the Company’s 2024 annual meeting of stockholders.

The following is certain biographical information regarding Dr. Del Giudice and Messrs. Aminov, Whalen and MacPherson:

Erez Aminov, age 46, has served as a director and Chief Executive Officer of MIRA Pharmaceuticals, Inc. (Nasdaq: MIRA), a preclinical-stage pharmaceutical company focused on the development and commercialization of a new molecular synthetic cannabinoid analog for the treatment of adult patients with neuropathic pain as well as anxiety and cognitive decline typically associated with early-stage dementia, since April 2023 and its Chairman since March 2024. In this role, Mr. Aminov leads the development and commercialization of MIRA’s lead candidate. Mr. Aminov’s experience in the biotech consulting sector began in 2021 when he founded Locate Venture Corp. in September 2021. Locate Venture is a strategy and investment consulting firm focused on advancing and supporting early-stage biotech startups. Prior to founding Locate Venture Corp., from February 2015 to September 2020, Mr. Aminov served as the President of Finds4less Inc., a global distributor of electronics and gaming products. In this role, Mr. Aminov provided strategic oversight and direction for all aspects of the company’s operations, while also spearheading new business development initiatives to capitalize on emerging market opportunities. Mr. Aminov’s more than two decades of experience includes experience with the biotech industry’s particular challenges, including creating strategic alliances and guiding startups toward growth and prosperity. Mr. Aminov earned a B.A. in Accounting from Touro University in New York. We believe that Mr. Aminov is qualified to serve as one of our directors based on his finance and investment experience, particularly with early-stage life sciences companies.

Dr. Matthew P. Del Giudice, age 42, has practiced as a radiologist since 2014. He currently serves as a general overnight emergency radiologist at the Cleveland Clinic. Since March 2024, he has also served as a director of MIRA Pharmaceuticals, Inc. (Nasdaq: MIRA). Prior to joining the Cleveland Clinic, from March 2021 to May 2022, Dr. Del Giudice was a general radiologist with Radiology and Imaging Specialists in Phoenix, Arizona. From July 2015 to February 2021, Dr. Del Giudice was a radiologist with Radiology Partners Phoenix, and from July 2014 to June 2015, he practiced as a musculoskeletal radiologist at the University of Arizona Health Sciences Center – Tucson. Dr. Del Giudice received his B.S. from the University of Illinois at Urbana-Champaign, his M.D. from Loyola University Stritch School of Medicine, completed his radiology residency at Loyola University Medical Center, and his musculoskeletal radiology fellowship at the University of Arizona Health Sciences Center – Tucson. Dr. Del Giudice is licensed to practice medicine in Florida and Ohio. We believe that Dr. Del Giudice is qualified to serve as one of our directors based on his extensive experience as a radiologist.

*Matthew Pratt Whalen, CPA,*age 45, is a Certified Public Accountant with over two decades of experience in public accounting and corporate finance. Mr. Whalen currently serves as the Chief Financial Officer of Power Digital Marketing Inc., an industry leading digital marketing agency, where he has driven significant revenue growth and led key financial transactions. Specifically, Mr. Whalen oversees the finance team, manages tax and audit relationships, and handles treasury management. Prior to joining Power Digital, from 2010 to May 2021, Mr. Whalen was the Chief Financial Officer of MRC Smart Technology Solutions, a subsidiary of Xerox Corporation where he played a pivotal role in growing the company’s revenue and managed diverse teams across multiple departments. Mr. Whalen holds a B.A. in Accounting from the University of San Diego and is a Certified Public Accountant in California. Mr. Whalen has also served on the Finance Committee of United Way San Diego. We believe that Mr. Whalen is qualified to serve as one of our directors based on his extensive experience in finance and as a Certified Public Accountant.

Ned MacPherson, age 36, currently serves as Chief Growth Officer for Power Digital, an industry leading digital marketing agency. Since March 2024, he has also served as a director of MIRA Pharmaceuticals, Inc. (Nasdaq: MIRA). Prior to joining Power Digital, from May 2016 to December 2023, he served as CEO and Head of Growth for Endrock Growth & Analytics, a company he founded and sold to Power Digital. Prior to founding Endrock Growth & Analytics, Mr. MacPherson held senior marketing and leadership positions at sunglass maker Prive Revaux (March 2018 to April 2020), curated meal company Menud (October 2014 to April 2018) and Rejuvenetics, LLC, a distributor of health and wellness products (December 2012 to March 2016). Mr. Macpherson holds a BA in Economics from Gettysburg College. We believe that Mr. MacPherson is qualified to serve as one of our directors based on his extensive experience assisting growth for early-stage companies.

On August 9, 2024, to fill the vacancies left by the passing of Dr. Chapman, the new Board unanimously approved the appointment of Mr. Aminov as the Company’s Chief Executive Officer and Chairman of the Board. Additionally, the new Board designated the new members of the Audit, Compensation and Nominating and Corporate Governance Committees in conformance with the rules of the Nasdaq Stock Market. Accordingly, the new (i) Audit Committee shall consist of Mr. Jerman (Chairman), Mr. Whalen and Mr. Macpherson, (ii) Compensation Committee shall consist of Dr. Del Giudice (Chairman) and Mr. Macpherson and (iii) Nominating and Corporate Governance Committee shall consist of Mr. Eagle (Chairman) and Dr. Del Giudice.

Employment Agreement with Erez Aminov

Effective August 12, 2024, we entered into an employment agreement with Mr. Aminov, pursuant to which Mr. Aminov will serve as our Chief Executive Officer and Chairman of our Board. Under his employment agreement, Mr. Aminov has agreed to devote reasonable business time and effort to the business and affairs of the Company. Mr. Aminov’s employment agreement provides that his employment will be on an at-will basis and can be terminated by either Mr. Aminov or our company at any time and for any reason. Under the agreement, Mr. Aminov will receive a base salary of $0.275 million per year. In the event that Mr. Aminov’s employment is terminated by our company without “Cause” or is terminated by Mr. Aminov for “Good Reason”, Mr. Aminov will be entitled to (1) be paid an amount equal to Mr. Aminov’s annual base salary, which payment shall be made seventy-five percent (75%) in a lump sum within thirty (30) days following the effective date of the general release of claims (following any revocation period) and twenty-five percent (25%) as salary continuation payments in substantially equal installments over the six (6) months following the release effective date in accordance with our customary payroll practices commencing on the first payroll date following the release effective date, and (2) receive twelve (12) months’ accelerated vesting of any stock options that are outstanding and unvested as of such termination, such that any outstanding and unvested stock options that would have vested during the twelve- (12) month period following the termination date had Mr. Aminov remained employed in good standing shall become immediately vested and exercisable for a period of three (3) months post-termination (subject to Mr. Aminov executing and delivering a customary general release in favor of the company). “Cause” is defined in the agreement to include dishonesty, misappropriation, willful misconduct, breach of the agreement, and other customary matters. “Good Reason” is defined to include a material adverse change in Mr. Aminov’s compensation or duties and level of responsibility. The employment agreement also contains customary confidentiality and invention-assignment covenants to which Mr. Aminov is subject