Correspondence 0001493152-23-044905 from Telomir Pharmaceuticals, Inc. (TELO) (CIK 0001971532) (TELO)
Telomir Pharmaceuticals, Inc. (TELO) (CIK 0001971532)
Date: Dec. 14, 2023 · CIK: 0001971532 · Accession: 0001493152-23-044905
AI Filing Summary & Sentiment
File numbers found in text: 333-275534
Letter
Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Attention: Tara Harkins, Lynn Dicker, Jimmy McNamara, and Joshua Gorsky Re: Telomir Pharmaceuticals, Inc. Registration Statement on Form S-1 Filed November 14, 2023 File No. 333-275534
Dear Ms. Harkins, Ms. Dicker, Mr. McNamara, and Mr. Gorsky:
On behalf of Telomir Pharmaceuticals, Inc. (the “Company”), we are responding to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission set forth in your letter to Dr. Christopher Chapman, the Company’s Chief Executive Officer, dated November 28, 2023, relating to the above-referenced filing. Your comments are reproduced below in italicized bold text, followed by our responses on behalf of the Company. Please be advised that the Company is concurrently filing via EDGAR an Amendment No. 1 to the Registration Statement on Form S-1 (the “Registration Statement”).
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.
Response: Please be advised that the Company has revised its disclosure in the Registration Statement to state that it received assistance from third parties. Specifically, on page 4 of the Registration Statement, the Company states that “[a]ll pre-clinical studies described in this prospectus were conducted with the assistance of third parties.” Further, the Company revised its disclosure relating to each study performed and described in the Business section to state which third party provided assistance.
AUSTIN
Boston
CHICAGO
dallas
DENVER
DETROIT
houston
JACKSONVILLE
LOS ANGELES
MADISON
MEXICO CITY
MIAMI
MILWAUKEE
NEW YORK
ORLANDO
SACRAMENTO
salt lake city
SAN DIEGO
SAN FRANCISCO
SILICON VALLEY
TALLAHASSEE
TAMPA
WASHINGTON, D.C.
BRUSSELS
TOKYO
December 14, 2023
Page 2 of 3
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.
Response: Please be advised that the Company has revised its disclosure on pages 5 and 60 of the Registration Statement to state that Mr. Williams does not hold any formal degrees in chemistry or certifications related to the development of pharmaceuticals.
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.
Response: Please be advised that the Company has removed the citation and reference to the study conducted by Donald R. Burgess in 2004. Mr. Burgess did not compare the structure of TELOMIR-1 with iron, and Mr. Williams is the “sole inventor of TELOMIR-1” and his work did begin in late 2020. Please also be advised that the Company has replaced the citation to Mr. Burgess with the following: “InSilicoTrials; Insilico Affinity Computations Between TELOMIR-1 and DIEN to FE+2 ions in Water Solution.”
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.
Response: Please be advised that the Company has removed the line item “other liabilities” in the capitalization 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.
Response: Please be advised that the Company has removed the footnote.
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.
Response: Please be advised that the Company has revised its disclosure to remove the following language: “and turn off the underlying cause of cancer development and growth.”
General
7. We note your response to comment 12 and reissue. Please ensure the writing is legible in the visual depictions throughout your draft registration statement. For example only, certain text on pages 50-52 is not legible.
Response: Please be advised that the Company has revised its disclosure here and throughout the Registration Statement to replace the illegible visual depictions with high-resolution images and text.
December 14, 2023
Page 3 of 3
Should you have any additional questions, please do not hesitate to contact the undersigned at 813.225.4122.
Best
regards,
/s/
Curt P. Creely
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ATTORNEYS
AT LAW
100
North Tampa Street, Suite 2700 Tampa,
FL
33602-5810 P.O. Box 3391
Tampa,
FL 33601-3391
813.229.2300
TEL
813.221.4210
FAX
www.foley.com
WRITER’S
DIRECT LINE 813.225.4122
ccreely@foley.com
December
14, 2023
Via
EDGAR
United
States Securities and Exchange Commission
Division
of Corporation Finance
Office
of Life Sciences
Washington,
DC 20549
Attention:
Tara Harkins, Lynn Dicker, Jimmy McNamara, and Joshua Gorsky
Re:
Telomir
Pharmaceuticals, Inc.
Registration
Statement on Form S-1
Filed
November 14, 2023
File
No. 333-275534
Dear
Ms. Harkins, Ms. Dicker, Mr. McNamara, and Mr. Gorsky:
On
behalf of Telomir Pharmaceuticals, Inc. (the “Company”), we are responding to the comments of the staff of the Division of
Corporation Finance of the United States Securities and Exchange Commission set forth in your letter to Dr. Christopher Chapman, the
Company’s Chief Executive Officer, dated November 28, 2023, relating to the above-referenced filing. Your comments are reproduced
below in italicized bold text, followed by our responses on behalf of the Company. Please be advised that the Company is concurrently
filing via EDGAR an Amendment No. 1 to the Registration Statement on Form S-1 (the “Registration Statement”).
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.
Response:
Please be advised that the Company has revised its disclosure in the Registration Statement to state that it received assistance from
third parties. Specifically, on page 4 of the Registration Statement, the Company states that “[a]ll pre-clinical studies described
in this prospectus were conducted with the assistance of third parties.” Further, the Company revised its disclosure relating to
each study performed and described in the Business section to state which third party provided assistance.
AUSTIN
Boston
CHICAGO
dallas
DENVER
DETROIT
houston
JACKSONVILLE
LOS
ANGELES
MADISON
MEXICO
CITY
MIAMI
MILWAUKEE
NEW
YORK
ORLANDO
SACRAMENTO
salt
lake city
SAN
DIEGO
SAN
FRANCISCO
SILICON
VALLEY
TALLAHASSEE
TAMPA
WASHINGTON,
D.C.
BRUSSELS
TOKYO
December
14, 2023
Page
2 of 3
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.
Response:
Please be advised that the Company has revised its disclosure on pages 5 and 60 of the Registration Statement to state that Mr. Williams
does not hold any formal degrees in chemistry or certifications related to the development of pharmaceuticals.
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.
Response:
Please be advised that the Company has removed the citation and reference to the study conducted by Donald R. Burgess in 2004. Mr. Burgess
did not compare the structure of TELOMIR-1 with iron, and Mr. Williams is the “sole inventor of TELOMIR-1” and his work did
begin in late 2020. Please also be advised that the Company has replaced the citation to Mr. Burgess with the following: “InSilicoTrials;
Insilico Affinity Computations Between TELOMIR-1 and DIEN to FE+2 ions in Water Solution.”
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.
Response:
Please be advised that the Company has removed the line item “other liabilities” in the capitalization 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.
Response:
Please be advised that the Company has removed the footnote.
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.
Response:
Please be advised that the Company has revised its disclosure to remove the following language: “and turn off the underlying
cause of cancer development and growth.”
General
7.
We
note your response to comment 12 and reissue. Please ensure the writing is legible in the visual depictions throughout your draft
registration statement. For example only, certain text on pages 50-52 is not legible.
Response:
Please be advised that the Company has revised its disclosure here and throughout the Registration Statement to replace the illegible
visual depictions with high-resolution images and text.
December
14, 2023
Page
3 of 3
Should
you have any additional questions, please do not hesitate to contact the undersigned at 813.225.4122.
Best
regards,
/s/
Curt P. Creely
Curt
P. Creely