Filed 2026-03-17 · Period ending 2025-12-31 · 51,303 words · SEC EDGAR
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# Telomir Pharmaceuticals, Inc. (TELO) — 10-K **Filed:** 2026-03-17 **Period ending:** 2025-12-31 **Accession:** 0001493152-26-010625 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1971532/000149315226010625/) **Origin leaf:** 86bd158ad19c0fef6afdbcd0d8813fd9a42f914c9a9efe62825a20428d0d6283 **Words:** 51,303 --- ** UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** **Form 10-K** | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 | | **For the fiscal year ended December 31, 2025** | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 | | **** **For the transition period from ________to_________** **** **Commission file number 001-41952** **Telomir Pharmaceuticals, Inc.** **(Exact name of registrant as specified in its charter)** | Florida | | 85-3354547 | | | (State or other jurisdiction of | | (I.R.S. Employer | | | incorporation or organization) | | Identification No.) | | | 100 SE 2nd St, Suite 200 #1009, Miami, Florida | | 33131 | | | (Address of principal executive offices) | | (Zip Code) | | **Registrants telephone number, including area code: 786-396-6723** **Securities registered pursuant to Section 12(b) of the Act:** | Title of each class | | Trading Symbol(s) | | Name of exchange on which registered | | | Common stock, no par value | | TELO | | The Nasdaq Capital Market | | **Securities registered pursuant to Section 12(g) of the Act: None** Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ( 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. | Large accelerated filer | | | Accelerated filer | | | | | Non-accelerated filer | | | Smaller reporting company | | | | | | | | 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. Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2025, was $18.1 million based on the closing sale price of the companys common stock on such date of $1.25 per share, as reported by the NASDAQ Capital Market. As of March 12, 2026, there were 34,380,971 shares of common stock issued and outstanding. | | | **Telomir Pharmaceuticals, Inc.** **Annual Report on Form 10-K** **For the fiscal year ended December 31, 2025** | | TABLE OF CONTENTS | | | | | | Page | | | Cautionary Note on Forward-Looking Statements | 3 | | | | | | | PART I | | 6 | | | Item 1. | Description of Business | 6 | | | Item 1A. | Risk Factors | 22 | | | Item 1B. | Unresolved Staff Comments | 49 | | | Item 1C. | Cybersecurity | 49 | | | Item 2. | Description of Property | 49 | | | Item 3. | Legal Proceedings | 49 | | | Item 4. | Mine Safety Disclosure | 49 | | | PART II | | 50 | | | Item 5. | Market for Common Equity and Related Stockholder Matters | 50 | | | Item 6. | [Reserved] | 50 | | | Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 51 | | | Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 57 | | | Item 8. | Financial Statements | 57 | | | Item 9. | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure | 57 | | | Item 9A. | Controls and Procedures | 57 | | | Item 9B. | Other Information | 58 | | | Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 58 | | | PART III | | 59 | | | Item 10. | Directors, Executive Officers and Corporate Governance | 59 | | | Item 11. | Executive Compensation | 59 | | | Item 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 59 | | | Item 13. | Certain Relationships and Related Transactions, and Director Independence | 59 | | | Item 14. | Principal Accountant Fees and Services | 60 | | | PART IV | | 61 | | | Item 15. | Exhibits, Financial Statement Schedules | 61 | | | Signatures | | 62 | | Unless we have indicated otherwise, or the context otherwise requires, references in this Annual Report to TELO, the Company, we, us and our or similar terms refer to Telomir Pharmaceuticals, Inc., a Florida corporation. From time to time, we may use our website, our Facebook page at https://www.facebook.com/people/Telomir-Pharmaceuticals-Inc/100087267737318/#, our Twitter at https://x.com/TelomirPharma, and on our LinkedIn account at https://www.linkedin.com/company/telomir-pharmaceuticals-inc/posts/?feedView=all to distribute material information. Our financial and other material information is routinely posted to and accessible on the Investors section of our website, available at **www.telomirpharma.com**. Investors are encouraged to review the Investors section of our website because we may post material information on that site that is not otherwise disseminated by us. Information that is contained in and can be accessed through our website, our Facebook page, our Twitter posts and our LinkedIn posts are not incorporated into, and does not form a part of, this Annual Report. | 2 | | **CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS** This Annual Report on Form 10-K contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act) that reflect our current expectations and views of future events. In some cases, you can identify forward-looking statements by terms such as may, will, should, expect, plan, anticipate, could, intend, target, project, contemplate, believe, estimate, predict, potential, or continue or the negative of these terms or other similar expressions. In particular, statements about the markets in which we operate, including expectations regarding our studies, growth of our various markets, and our expectations, beliefs, plans, strategies, objectives, prospects, assumptions, or future events or performance contained in this Annual Report under the headings Risk Factors, Managements Discussion and Analysis of Financial Condition and Results of Operations and Business are forward-looking statements. We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed in this Annual Report under the headings Risk Factors, Managements Discussion and Analysis of Financial Condition and Results of Operations and Business, may cause our actual results, performance, or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements, or could affect our share price. Important factors that could cause actual results or events to differ materially and adversely from those expressed in forward-looking statements include, but are not limited to, the following: | | | our ability to obtain and maintain regulatory approval of our product candidates; | | | | | | | | | | our ability to successfully commercialize and market our product candidates, if approved by the FDA; | | | | | | | | | | our ability to contract with third-party suppliers, manufacturers and other service providers and their ability to perform adequately; | | | | | | | | | | the potential market size, opportunity, and growth potential for our product candidates, if approved by the FDA; | | | | | our ability to obtain additional funding for our operations and development activities; | | | | | | | | | | the accuracy of our estimates regarding expenses, capital requirements and needs for additional financing; | | | | | | | | | | the initiation, timing, progress and results of our pre-clinical studies and clinical trials, and our research and development programs; | | | | | | | | | | the timing of anticipated regulatory filings; | | | | | | | | | | our future expenses, capital requirements and need for additional financing; | | | | | | | | | | our ability to retain the continued service of our key professionals and to identify, hire and retain additional qualified professionals; | | | | | | | | | | our ability to advance product candidates into, and successfully complete, clinical trials; | | | | | | | | | | our ability to recruit and enroll suitable patients in our clinical trials; | | | | | | | | | | the timing or likelihood of the accomplishment of various scientific, clinical, regulatory, and other product development objectives; | | | | | | | | | | the pricing and reimbursement of our product candidates, if approved by the FDA; | | | | | the implementation of our business model and strategic plans for our business, product candidates, and technology; | | | | | | | | | | the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and technology; | | | | | | | | | | developments relating to our competitors and our industry; | | | | | | | | | | the development of major public health concerns, including the novel coronavirus outbreak or other pandemics arising globally, and the future impact of such events on our business operations and funding requirements; | | | | | | | | | | our ability to successfully integrate and utilize the assets, licenses and businesses we acquire; and | | | | | | | | | | other risks and factors listed under Risk Factors and elsewhere in this Annual Report. | | Given the risks and uncertainties set forth in this Annual Report, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements contained in this Annual Report are not guarantees of future performance and our actual results of operations, financial condition, and liquidity, and the development of the industry in which we operate, may differ materially from the forward-looking statements contained in this Annual Report. In addition, even if our results of operations, financial condition and liquidity, and events in the industry in which we operate are consistent with the forward-looking statements contained in this Annual Report, they may not be predictive of results or developments in future periods. Any forward-looking statement that we make in this Annual Report speaks only as of the date of such statement. Except as required by federal securities laws, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Annual Report. | 3 | | **Summary Risk Factors** Our business is subject to numerous risks and uncertainties that you should consider before investing in our company. You should carefully consider all of the risks described more fully in the section titled Risk Factors in this Annual Report on page 22, before deciding to invest in our common stock. If any of these risks actually occurs, our business, financial condition and results of operations would likely be materially adversely affected. Important factors that could cause actual results or events to differ materially, but are not limited to, the following: **Risks Related to Our Intellectual Property** We depend on rights to Telomir-1 that are or will be licensed to us. We may not be able to adequately protect our product candidates or our proprietary technology in the marketplace. If third parties claim that our intellectual property, products, processes, or anything else used by us infringes upon their intellectual property, our operating profits could be adversely affected. We have been granted a license to the right to develop Telomir-1 in the United States in human and pet application, but we have not been granted a license to the rights to patents covering Telomir-1 in foreign jurisdictions. **Risks Related to Our Operations and Financial Condition** We are an early development-stage company with no revenues and our financial condition raises substantial doubt as to our ability to continue as a going concern. Because we have a limited operating history, you may not be able to accurately evaluate our operations. We will need to raise additional financing for the continuation of our operations. Our operating results may fluctuate, which could have a negative impact on our ability to grow our client base, establish sustainable revenues and succeed overall. We have yet to achieve a profit and will not achieve a profit in the near future, if at all. Certain of our executive officers are not be employed by us on a full-time basis. Conflicts of interest may arise between us and MIRALOGX. **Risks Relating to Our Business and Our Industry** Our future success will largely depend on the success of Telomir-1 and any future product candidates, which development will require significant capital resources and years of clinical development effort. We are dependent on our current and future product candidates, some of which may not receive regulatory approval or be successfully commercialized. Results of pre-clinical studies and earlier clinical trials are not necessarily predictive indicators of future results. We have limited marketing experience, and we do not anticipate at this time establishing a sales force or distribution and reimbursement capabilities, and we may not be able to successfully commercialize any of our product candidates if they are approved in the future. We will need to further increase the size and complexity of our organization in the future, and we may experience difficulties in managing our growth and executing our growth strategy. We expect to face intense competition, often from companies with greater resources and experience than we have. We have significant and increasing liquidity needs and may require additional funding. | 4 | | **Risks Related to Development and Regulatory Approval of Our Product Candidates** Clinical trials for our product candidates are expensive, time-consuming, uncertain, and susceptible to change, delay or termination. The results of clinical trials are open to differing interpretations. Any failure by us to comply with existing regulations could harm our reputation and operating results. The regulatory approval processes with the FDA are lengthy and inherently unpredictable. There is a high rate of failure for drug candidates proceeding through clinical trials. **Risks Related to Our Reliance Upon Third Parties** We rely on, and expect to continue to rely on, third parties to conduct clinical trials for our product candidates. Our existing collaboration arrangements and any that we may enter into in the future may not be successful, which could adversely affect our ability to develop and commercialize our product candidates. **Risks Relating to the Ownership of Our Common Stock** Because of the speculative nature of an investment in our company, you may lose your entire investment. Certain of our founding stockholders, plus our existing officers and directors, control a substantial interest in us and thus may influence certain actions requiring stockholder vote. ** **Risks Relating to Our Proposed Merger with TELI Pharmaceuticals, Inc. (TELI)** ** Because TELI has a limited operating history, you may not be able to accurately evaluate TELIs operations. TELI has significant and increasing liquidity needs and will require additional funding. TELI has yet to generate revenues or achieve a profit and may not generate revenue or achieve a profit for many years, if at all. TELI does not own rights to Telomir-1 TELIs product candidates, if approved, may not achieve the expected market acceptance and, consequently, limit TELIs ability to generate revenue. There are several conflicts of interests inherent in the Merger. | 5 | | **PART I** **ITEM 1. Description of Business** *Overview* ** Telomir Pharmaceuticals, Inc. is a preclinical-stage biotechnology company focused on the development of small-molecule therapeutics designed to address upstream biological drivers of aging and age-related diseases rather than treating symptoms alone. Our research strategy targets fundamental cellular processes associated with disease progression and functional decline, including metal-ion dysregulation, oxidative stress, epigenetic regulation, mitochondrial dysfunction, and telomere integrity. ** Telomirs lead investigational compound, Telomir-1 (Zn-Telomir), is a novel orally administered small molecule engineered to modulate intracellular metal balanceparticularly iron, copper, calcium, and zincthrough a regulated exchange mechanism rather than broad chelation. Our preclinical research has evaluated Telomir-1 across multiple in vitro and in vivo model systems to characterize biological activity, safety profile, and potential relevance across a range of disease pathways. We have not yet conducted clinical trials in humans. All findings described in this Business section are derived from preclinical studies and may not be predictive of clinical outcomes. We plan to submit an IND application in 2026 and, if the IND becomes effective and other conditions are satisfied, to commence a Phase 1/2 clinical trial thereafter. The timing of these activities is subject to change and may be delayed due to regulatory, technical, manufacturing, financing, or other factors TELI Pharmaceuticals, Inc., a private related party company incorporated under the laws of Delaware (TELI) and we entered into an Agreement and Plan of Merger and Reorganization, dated November 20, 2025, and as amended on February 4, 2026 (collectively, the Merger Agreement), pursuant to which a wholly owned subsidiary of Telomir will merge with and into TELI, with TELI surviving as a wholly owned subsidiary of Telomir (the Merger), subject to shareholder approval. At the effective time of the Merger (the Effective Time), each outstanding share of common stock of TELI, $0.0001 par value per share (TELI Common Stock), will be converted into the right to receive such number of Telomir Common Stock as is calculated based on the exchange ratio of the shares for the Merger (the Exchange Ratio). The Exchange Ratio is calculated using the relative company valuations of each of TELO and TELI, as determined by Moore (as further described herein). It is expected that shareholders of TELI will receive one share of Telomir Common Stock for each share of TELI Common Stock held (the Merger Share Consideration). The Telomir Common Stock issued as the consideration will not be registered for trading under the Securities Act. The Merger will result in an alignment of U.S. and non-U.S. rights to Telomir-1 within a single public company structure, thereby simplifying global development and partnership efforts. As a result of the Merger, Telomir will own the entire worldwide intellectual property portfolio and development programs related to Telomir-1 *Scientific Rationale* ** Scientific research supports the role of reactive metal accumulation and oxidative stress as contributors to progressive cellular dysfunction associated with aging and age-related diseases. Iron and copper are essential for normal physiology; however, with aging and in certain disease states, regulation can weaken, contributing to intracellular accumulation of reactive metal species. Excess ferrous iron and reactive copper catalyze the formation of reactive oxygen species, which can damage DNA, proteins, lipids, and mitochondria. Calcium dysregulation further contributes to mitochondrial instability and activation of stress-related signaling pathways. Together, these processes contribute to genomic instability, cellular senescence, and disease progression. Our research premise is that restoring intracellular balance across these pathways may support improved cellular function in preclinical systems relevant to aging and disease. ** *Telomir-1: Investigational Candidate and Mechanistic Profile* ** Telomir-1 has been evaluated in preclinical model systems for its potential effects on cellular homeostasis. In nonclinical studies conducted to date, Telomir-1 has demonstrated activity consistent with modulation of oxidative stress pathways, redox balance under metal-induced stress conditions, mitochondrial structure and function, intracellular calcium dynamics, and epigenetic regulatory processes. Observed findings also suggest potential interaction with iron-dependent enzymatic pathways, including histone demethylases. These effects have been observed in controlled preclinical settings and may reflect interconnected biological mechanisms; however, their relevance to human disease has not been established. ** *Epigenetic Regulation and DNA Methylation* ** Epigenetic regulation, including changes in DNA methylation and histone methylation, plays a central role in gene expression, cellular identity, and disease biology. Abnormal epigenetic patterns can contribute to inappropriate gene silencing, loss of genomic stability, and impaired stress responses. In disclosed preclinical cancer and aging models, Telomir-1 has demonstrated the ability to influence DNA methylation patterns and inhibit iron-dependent histone demethylases, including members of the KDM2, KDM5, and KDM6 families. These enzymes require ferrous iron as a cofactor and play key roles in regulating chromatin structure and transcriptional programs. ** ** | 6 | | ** *Telomere Integrity and Genomic Stability* ** Telomeres are protective DNA-protein structures located at the ends of chromosomes that shorten with age and under conditions of oxidative stress and cellular damage. Accelerated telomere shortening is associated with cellular senescence, impaired regenerative capacity, and age-related disease. In disclosed preclinical experimental systems evaluating genomic stability and cellular aging, Telomir-1 has been associated with preservation of telomere integrity and observed telomere elongation in certain model systems, together with normalization of accelerated aging phenotypes. These observations were made in controlled preclinical models and do not represent evidence of clinical benefit in humans. ** *Preclinical Aging and Healthspan Observations* ** Across multiple preclinical studies, Telomir-1 has demonstrated biological activity relevant to aging and age-related decline, including reduction of oxidative stress and reactive oxygen species, preservation of mitochondrial function, protection against stress-induced cell death, normalization of functional decline in aging and progeria models, and improvements in mobility, survival, and healthspan parameters in model organisms*.* *Oncology Research* ** Cancer cells frequently rely on dysregulated metal metabolism, oxidative stress, and epigenetic silencing to support uncontrolled proliferation and treatment resistance. Telomir-1 has been evaluated in multiple preclinical oncology models, including prostate cancer, triple-negative breast cancer, pancreatic cancer, and leukemia. In these models, Telomir-1 has been associated with reduced tumor growth, altered metabolic activity, reversal of abnormal DNA methylation, and modulation of pathways related to cancer cell survival. Telomir-1 has demonstrated anti-tumor activity rather than tumor promotion in preclinical systems evaluating telomere biology. *IND-Enabling GLP Safety and Toxicology* ** We disclosed favorable results from IND-enabling Good Laboratory Practice toxicology and safety pharmacology studies for Telomir-1. These studies evaluated cardiovascular safety, respiratory safety, phototoxicity, and repeat-dose toxicology in animal models. Telomir-1 was reported to be well tolerated across completed GLP safety studies, without treatment-related adverse or dose-limiting toxicities observed. Cardiovascular assessments demonstrated no test-article-related changes in blood pressure, heart rate, electrocardiogram parameters, or body temperature, and no concerning cardiac safety signals. Repeated-dose studies in rats and dogs were reported to be well tolerated, with findings described as limited, reversible, and non-adverse. No clinically meaningful respiratory effects or phototoxicity were reported. Across oral administration studies, Telomir-1 demonstrated consistent systemic exposure. ** *Development Strategy and Outlook* ** Telomir-1 remains in preclinical development. We continue to advance regulatory preparation and development activities in support of a potential Investigational New Drug (IND) application. We are targeting IND submission in 2026 and, subject to regulatory review, completion of required preclinical and manufacturing activities, and availability of resources, plans to initiate a Phase 1/2 clinical trial thereafter. The timing of these activities is subject to change and may be delayed due to regulatory, technical, operational, or financial factors. There can be no assurance that preclinical findings will translate into safety, efficacy, disease modification, or therapeutic benefit in humans. ** | 7 | | To date, we have completed multiple preclinical studies on Telomir-1, including those demonstrating that Telomir-1 is non-mutagenic and possesses strong biological and metal-binding properties (Graphic 1). Using advanced in silico modeling, driven by artificial intelligence to predict a compounds therapeutic potential, chemical and biological activity, and toxicity, we continue to uncover evidence supporting Telomir-1s potential to address metal-overload conditions. Additionally, recent independent in vitro studies have confirmed that Telomir-1 exhibits strong binding affinities for copper and iron, with reduced binding affinity for zinc. * **Graphic 1: Telomir-1 is capable of binding to several metal ions** We collaborate with third-party organizations to conduct research and advance development efforts. One such partner, InSilico Trials, utilizes in silico digital simulations to support drug development through computational modeling. These techniques allow us to efficiently predict the safety and efficacy of potential compounds, reducing the need for extensive clinical trials. Additionally, we work with Recipharm and Smart Assays to assess Telomir-1s binding properties and investigate ion competition and exchange under varying conditions, further refining its therapeutic potential. An example of these findings is illustrated in the Graphic 2 below, created in collaboration with Smart Assays Biotechnologies Ltd. The figure depicts the concentration of free iron (Fe) in the presence of Telomir-1 (T1) and various ions. When Telomir-1 is introduced, the concentration of free iron decreases (indicated by the shift from the blue point to the orange point). This is direct evidence for the binding of iron to T1, reducing its free ion concertation in the solution. However, the addition of copper (Cu) at varying concentrations leads to an exchange between bound iron and copper, resulting in the release of previously bound iron and restoration of free iron levels in solution. This is evidenced by an increase in free iron concentration, corresponding to the amount of copper added. In contrast, zinc does not induce an exchange effect on the binding of iron to Telomir-1, indicating a lower affinity of Zinc to Telomir-1. **Graphic 2: Ionic exchange between iron and copper or zinc** | 8 | | **Wilsons disease** Wilsons disease is a rare genetic disorder affecting approximately 1 in 30,000 individuals worldwide. It is caused by mutations in the ATP7B gene, which disrupt the bodys ability to regulate copper metabolism. This results in toxic copper accumulation, particularly in the liver and brain, leading to severe complications such as liver failure, neurological damage, and psychiatric disorders. Without treatment, Wilsons disease is fatal. Current treatments, including chelating agents (e.g., penicillamine and trientine) and zinc therapy, focus on reducing copper levels but have notable limitations: | | | Chelating agents can cause significant side effects, such as kidney damage, bone marrow suppression, and gastrointestinal issues, and require lifelong adherence, which can be burdensome for patients. | | | | | | | | | | Zinc therapy reduces copper absorption in the gut but may lead to side effects such as anemia, gastrointestinal discomfort, and diminished effectiveness over time. | | These challenges highlight the urgent need for novel therapies that address the root cause of Wilsons disease while minimizing adverse effects. Telomir-1, with its targeted copper-binding properties, has the potential to provide a safer, more effective treatment by directly addressing the underlying mechanisms of the disease. Furthermore, Wilsons disease qualifies as a candidate for orphan drug designation due to its rarity and life-threatening nature, offering opportunities for accelerated development and additional regulatory and financial incentives. We are actively investigating Telomir-1s potential in treating Wilsons disease by studying its effects on copper toxicity through in vitro experiments and a mouse model of the disease. These studies are currently ongoing. **Type 2 Diabetic (NIDDM)** In collaboration with the India-based research organization Pentagrit, in 2024 Telomir conducted preclinical studies evaluating two forms of Telomir-1, administered orally at three different doses, in zebrafish models of Type 2 diabetes mellitus induced by a high-calorie diet. The study assessed key metabolic indicators, including fasting glucose levels, Oral Glucose Tolerance Test (OGTT) results, insulin concentrations, and HOMA-IR. The findings revealed: | | Reversal of Hyperglycemia and Insulin Resistance: Telomir-1 demonstrated dose-dependent efficacy in normalizing blood glucose and reducing insulin levels, restoring glucose homeostasis. | | | | | Significantly Reduced HOMA-IR Values: Telomir-1 showed a substantial improvement in insulin sensitivity to near pre-diabetes values, underscoring its potential to mitigate insulin resistance. | | | | | | | | | | Enhanced Glucose Clearance: Significant improvements in OGTT results highlighted Telomir-1s impact on glucose metabolism. | | | | | | | | | | Increased Survival Rates: Treated models exhibited improved survival compared to controls, showcasing Telomir-1s comprehensive therapeutic potential. | | **A Novel Mechanism of Action** Telomir-1 introduces a novel mechanism of action by addressing the cellular role of iron metabolism in chronic diseases such as Type 2 diabetes. Excess iron contributes to oxidative stress, beta-cell damage, and insulin resistance. Telomir-1 is designed to normalize iron homeostasis, reducing oxidative stress and enhancing insulin sensitivity. This differentiates it from current diabetes drugs that primarily treat symptoms without targeting the underlying causes. The study demonstrated significant reductions in fasting plasma glucose to basal levels, improvements in glucose tolerance, and a reversal of insulin resistance to near pre-diabetic levels. These results were accompanied by improved HOMA-IR values, a standard measure of insulin sensitivity and resistance, and increased survival rates in treated models. | 9 | | **Global Impact of Type 2 Diabetes** According to the International Diabetes Federation, over 800 million adults worldwide are affected by Type 2 diabetes (both diagnosed and undiagnosed), with annual healthcare costs exceeding $966 billion as of 2021. Existing treatments primarily manage blood glucose and symptoms but fail to address the root causes of the disease. These therapies are often associated with significant limitations, including minimal impact on insulin resistance, gastrointestinal issues, risk of hypoglycemia, cardiovascular risks, and weight gain. The findings from this zebrafish diabetes model suggest that Telomir-1 could offer a transformative approach to managing Type 2 diabetes. By targeting the underlying mechanisms of insulin resistance and oxidative stress through iron metabolism normalization, Telomir-1 represents a potential breakthrough in diabetes treatment. A key indicator of its success was the significant reduction in HOMA-IR values, highlighting its ability to improve insulin sensitivity and glucose regulation. The reversal of insulin resistance to near pre-diabetic levels underscores Telomir-1s potential as a groundbreaking therapy (Graphic). **Graphic 3: Effects of two forms of Telomir-1 on HOMA-IR, a measure of insulin resistance in Zebrafish** We are currently evaluating the potential in NIDDM by studying the effect of Telomir-1 on several metabolic parameters in a rat model of NIDDM. These studies are ongoing. **Age reversal** We have carried out a preclinical study, conducted in collaboration with Nagi Bioscience SA, utilized a sophisticated in vivo microfluidic-based assay to assess the effects of Telomir-1 on the nematode Caenorhabditis elegans, a well-established model for aging studies. The microfluidic platform allowed precise, automated tracking of lifespan, health span, and age-related mobility decline in real-time, enabling the research team to accurately measure the effects of Telomir-1 on these critical metrics. Two forms of Telomir-1 were administered in two concentrations, allowing the study to examine dose-dependent responses in treated subjects. The study found that Telomir-1 significantly enhanced lifespan and health span parameters in aged microorganism populations. Key findings included: | | | Enhanced Mobility in Older Organisms: Subjects treated with Telomir-1 showed improved motility, particularly in later stages of life, compared to untreated controls. This enhanced movement in advanced age suggests a slowing of the aging process, as mobility is a key indicator of biological health. | | | 10 | | | | | Reduced Biological Aging: The study demonstrated a measurable reversal of biological age markers in subjects treated with Telomir-1. This significant finding points to Telomir-1s potential to slow down, and in certain aspects, reverse biological aging, making it a promising candidate for longevity treatments. | | | | | | | | | | Increased Lifespan: Telomir-1 was associated with a statistically significant increase in lifespan among treated populations. This further supports Telomir-1s role in promoting longevity | | **Graphic 4: Effect of Telomir-1 on c.elegans life span** **Graphic 5: Effect of two forms of Telomir-1 on several motility parameters** | 11 | | **Progeria Study: Telomir-1 Shows Promising Age-Reversal Effects** We recently completed a study evaluating the effects of Telomir-1 in a nematode model of Progeria (Caenorhabditis elegans). The study focused on nematodes with a mutation in the wrn-1 gene, the equivalent of the human WRN gene, which is implicated in Werner Syndrome, a form of Progeria. In C. elegans, wrn-1 depletion is associated with a significantly reduced mean and median lifespan compared to normal (wild-type) organisms. The study demonstrated significant age-reversal effects in wrn-1*-mutated nematodes treated with Telomir-1. Treatment effectively restored longevity levels to those comparable to wild-type organisms. Additional benefits included an extended healthy lifespan and normalization of physiological parameters such as movement velocity and tail amplitude. Further studies in a Progeria human cell line are planned in collaboration with Smart Assays to build on these promising findings. **Oxidative Stress Study: Telomir-1 Shows potential to Reverse Oxidative Stress and Provide Robust Cellular Protection** Oxidative stress is a key driver of aging and disease progression, contributing to conditions such as Alzheimers, Age-related Macular Degeneration (AMD), cardiovascular diseases, cancer, and diabetes. It also plays a critical role in the severity of viral infections, including avian influenza (bird flu), by increasing inflammation, cellular damage, and impairing immune responses. Addressing oxidative stress is essential for mitigating these effects and improving patient outcomes. Telomir Pharmaceuticals recently conducted preclinical studies in collaboration with Smart Assays Biotechnologies Ltd. to evaluate Telomir-1s ability to combat copper-induced oxidative stress. The study, performed in human cell lines, demonstrated: | | | Reversal of Oxidative Stress Telomir-1 fully normalized Reactive Oxygen Species (ROS) levels, effectively reversing oxidative damage. | | | | | | | | | | Cellular Protection Telomir-1 provided strong protection against copper-induced toxicity while maintaining cellular integrity. | | | | | | | | | | Regulatory Mechanism Telomir-1 demonstrated effects at doses significantly lower than copper levels, indicating a unique regulatory mechanism beyond copper ion chelation. | | These findings suggest Telomir-1s potential to preserve cellular integrity, combat oxidative damage, and regulate metal ion balancecritical factors in aging-related diseases and viral infections. This breakthrough supports further clinical development to assess its full potential in disease intervention. | 12 | | * **Graphic 6: Effect of Telomir-1 on Oxidative Stress** **Graphic 7: Effect of Telomir-1 on Copper Toxicity** **** **Expanding Telomir-1s Therapeutic Potential** Building on these findings, the Company continues to evaluate the broader therapeutic potential of Telomir-1 across multiple disease areas characterized by metal dysregulation and oxidative stress. These areas of scientific interest include Wilsons disease, Type 2 diabetes, age-related macular degeneration, oncology, and epigenetic regulation. | 13 | | Recent studies have shown that Telomir-1 has potent anti-cancer effects. In vivo evaluation using zebrafish tumor xenografts revealed heterogeneous antitumor responses. Telomir-Zn significantly reduced primary tumor size in BT-549 and HCC1806 xenografts and decreased metastatic dissemination in HCC1806. Combination treatment with paclitaxel produced greater tumor suppression compared with either monotherapy (Graphic 8-9). **** **Graphic 8. Antitumor efficacy of paclitaxel (PTX) and Telomir-1 in BT-549 zebrafish xenografts.**(A)Primary tumor size and metastatic dissemination were evaluated in BT-549 xenografts after 3 days of treatment. (B) Representative microscopy images of primary tumors treated with vehicle or Telomir-Zn 1-10 M throughout the evaluation time Data are normalized relative to the negative control group and presented as mean SEM. Statistical | 14 | | **Graphic 9. Antitumor efficacy of paclitaxel (PTX) and Telomir-Zn in HCC1806 zebrafish xenografts.**(A) Primary tumor size and metastatic dissemination were evaluated in HCC1806 xenografts after 3 days of treatment. (B) Representative microscopy images of disseminated tumor cells after 3 days of treatment with vehicle or Telomir-Zn 3 M. Data are normalized relative to the negative control group and presented as mean SEM. For metastasis data, statistical analysis was performed using one-way ANOVA (p = 0.0617), followed by a two-tailed Students t*-test. *p* < 0.05 indicates significance compared with the vehicle group. The Company is in the process of finalizing the initial clinical development program for Telomir-1 and expects to provide additional details regarding the planned clinical indication in connection with the anticipated submission of its Investigational New Drug (IND) application. Future development efforts may also explore additional indications based on regulatory guidance, emerging scientific data, capital availability, and strategic considerations. There can be no assurance that the Company will pursue development in any or all of these areas. | | | Wilsons Disease Study: Investigating Telomir-1s effects on copper regulation in preclinical models. | | | | | Type 2 Diabetes Studies: Following success in zebrafish studies, ongoing research in rat models aims to confirm Telomir-1s efficacy in reversing key metabolic abnormalities. | | | | | Age-related Macular Degeneration: Assessing Telomir-1s impact on retinal degeneration and Drusen formation caused by metal accumulation. | | | | | Progeria: Examining Telomir-1s impact on accelerated aging and telomere function. | | | | | Cancer Research: Exploring anti-cancer applications using xenograft studies. | | | | | Metal Toxicity: Examining Telomir-1s capacity to reduce harmful metal accumulation and associated cellular damage. | | | | | DNA Methylation Analysis: Studying Telomir-1s role in modulating DNA methylation to restore healthy gene expression patterns linked to aging and disease | | **Future Plans and Milestones** Telomir-1 has demonstrated significant potential in reversing age-related and metabolic conditions while targeting underlying disease mechanisms. As the company continues to refine the molecular understanding of Telomir-1, efforts are underway to identify the most impactful indication for its initial IND application. | 15 | | We are optimizing manufacturing processes to produce GMP-grade Telomir-1 for IND-enabling activities and potential future clinical trials. We have completed the preclinical safety studies it currently believes are required to support an IND submission. We are targeting IND submission in 2026 and, if the IND becomes effective and subject to completion of remaining regulatory, manufacturing, and operational activities, plans to initiate a Phase 1/2 clinical trial thereafter. The FDA may require additional studies or information prior to or following IND submission. The timing of these activities is subject to change and may be delayed due to regulatory, technical, operational, financial, or other factors. Through these initiatives, we are committed to revolutionizing treatments for age-related and chronic diseases by addressing their root causes and paving the way for transformative healthcare solutions. **Market Potential** The market potential for Telomir-1 is substantial, given its focus on addressing the root causes of age-related diseases and promoting longevity. Chronic diseases such as diabetes, cancer, Alzheimers, and cardiovascular disorders, which are closely tied to aging, account for over 75% of healthcare spending in the United States, exceeding $4 trillion annually, according to the CDC. As the global population ages, the demand for innovative therapies targeting the underlying mechanisms of these conditions is expected to grow significantly. Furthermore, Verified Market Research reports that the anti-aging drug market was valued at approximately $91.05 billion in 2024 and is projected to reach $160.24 billion by 2031, growing at a compound annual growth rate (CAGR) of 7.32%. With its novel mechanism of action that regulates cellular metal imbalances and reduces oxidative stress, Telomir-1 is uniquely positioned to capitalize on these expanding markets, offering transformative potential to enhance health span, slow disease progression, and redefine longevity treatments. **Pre-Clinical IND-Enabling Studies** We have successfully completed several IND-enabling studies for Telomir-1, aiming to demonstrate its non-toxic profile. In collaboration with Frontage Laboratories, our research is aimed at establishing the metabolism and maximum tolerated dose (MTD) of Telomir-1, providing critical data to support its development. Our preclinical studies were conducted in collaboration with third-party organizations, including Frontage Laboratories, InSilico Trials, Pharmaseed Ltd, Smart Assay Biotechnologies Ltd., Recipharm, Naji Biosciences, and Pantagrit. These partners played a key role in supporting the execution and analysis of the research. *Our Clinical Development Plan* ** Upon completion of required preclinical studies and supporting activities, we intend to submit an Investigational New Drug (IND) application to the U.S. Food and Drug Administration (FDA) for Telomir-1. We have not yet selected a specific initial clinical indication and expects that the development strategy may evolve based on regulatory guidance and ongoing scientific evaluation. We are targeting IND submission in 2026. If the IND becomes effective and subject to regulatory feedback and operational readiness, we plan to initiate first-in-human clinical development thereafter. The scope, design, and timing of any clinical trial will be determined in consultation with regulatory authorities and may be modified based on FDA input. There can be no assurance that the FDA will permit us to proceed to clinical trials on the anticipated timeline or at all. *Market Opportunity* Telomir-1 is under investigation for its therapeutic potential across multiple areas, including Progeria, Type 2 Diabetes, Wilsons disease, Age-related Macular Degeneration (AMD), cancer, and other age-related conditions. Additionally, Telomir-1 is being explored for its potential in mitigating the severity of viral infections such as avian influenza (bird flu) by addressing oxidative stress and immune dysfunction. These indications are being carefully evaluated to identify the most impactful opportunities for clinical development and market entry. Certain of the therapeutic areas under evaluation represent established pharmaceutical markets in North America. According to Fortune Business Insights, the U.S. Type 2 Diabetes market was valued at approximately $30.47 billion in 2022. Allied Market Research has projected that the global age-related macular degeneration (AMD) market could reach approximately $18 billion by 2030, reflecting anticipated growth over the forecast period. These estimates are based on third-party reports and are subject to assumptions and uncertainty. There can be no assurance that Telomir-1, if approved, would address any of these markets or achieve commercial adoption. The U.S oncology market, covering a broad range of cancers, was valued at $74.1 billion in 2023, and is projected to reach $180.12 billion by 2033, growing at a CAGR of 9.2% from 2024 to 2033, as per Precedence Research. Meanwhile, the anti-aging and age-reversal market was valued at $91.05 billion in 2024 globally and is projected to grow to $160.24 billion globally by 2031, with a CAGR of 7.32%, according to Verified Market Research. Rare diseases such as Progeria and Wilsons disease, despite having smaller patient populations, represent highly lucrative opportunities due to significant unmet medical needs and strong pricing potential. For instance, the annual treatment cost for Progeria exceeds $1 million, based on the price of Zokinvy (lonafarnib), the FDA-approved drug for the condition. Similarly, treatments for Wilsons disease, like Syprine (trientine hydrochloride), can cost approximately $300,000 per year. | 16 | | The global antiviral drugs market is experiencing significant growth, driven by the increasing prevalence of viral infections and advancements in treatment options. In 2022, the market was valued at approximately $49.8 billion and is projected to reach around $71.1 billion by 2032, reflecting a compound annual growth rate (CAGR) of 3.73% during this period. Specifically focusing on avian influenza (bird flu), the treatment market was estimated at $22.06 billion in 2023 and is expected to grow at a CAGR of 8.18%, reaching approximately $38.27 billion by 2030. These figures highlight the substantial market opportunity for innovative treatments addressing chronic, age-related, and viral diseases. With increasing demand for therapies targeting oxidative stress, cellular degeneration, and immune resilience, Telomir-1 is well-positioned to address these critical unmet medical needs. Its broad therapeutic potential, spanning rare diseases, metabolic disorders, neurodegeneration, and viral infections, represents a significant market opportunity across North America and beyond, reinforcing its potential as a transformative solution in modern medicine. **Intellectual Property** We license the U.S. patent rights for the use of Telomir-1 in human applications from MIRALOGX, LLC (MIRALOGX), a related party intellectual property development and holding company. MIRALOGX has filed a Patent Cooperation Treaty (PCT) application, PCT/US2023/073106 on August 29, 2023. The application designated the U.S. and will enter U.S. national phase. The application, if granted and subject to payment of patent maintenance fees, would offer protection extending through at least August 29, 2043 in the U.S. The patent rights for Telomir-1 outside of the United States are not included in our current patent rights. Our license from MIRALOGX is set forth in an Amended and Restated Exclusive License Agreement, dated August 11, 2023, between us and MIRALOGX, pursuant to which we obtained the exclusive perpetual right and license under the above-described patent rights to make, have made, use, and sell Licensed Products in the U.S. for human uses and pre-clinical studies and activities of any kind conducted in furtherance of obtaining regulatory approval or commercialization for human uses (the Initial MIRALOGX License Agreement). On November 10, 2023, we and MIRALOGX entered into the Amendment No. 1 to the Amended and Restated License Agreement, pursuant to which the field of use relating to the license was amended to include therapeutic treatments and other medical or health uses in animals, in addition to humans, and related preclinical studies and activities conducted in furtherance of obtaining regulatory approval for and commercialization of veterinary, in addition to human, therapeutic treatments and uses (together with the Initial MIRALOGX License Agreement, the MIRALOGX License Agreement). Licensed Product is defined in the agreement as a drug product containing as an active agent 2,4,6-tris(3,4-dihydro-2H-pyrrol-2-yl) pyridine or a pharmaceutically acceptable salt, ester, or solvate thereof. We also have the right to grant corresponding sublicenses under the licensed patent rights. The MIRALOGX License Agreement provides for the payment to MIRALOGX of an 8% royalty (payable quarterly) on our net sales of Licensed Products by us or our sublicensees and on non-royalty bearing milestone revenue. There are no up-front, execution, or milestone payments in the license agreement. Further, no payments have been made to date under the agreement. **Government Regulation** The FDA and comparable regulatory authorities in state and local jurisdictions impose substantial and burdensome requirements upon companies involved in the clinical development, manufacture, marketing, and distribution of drugs. These agencies and other federal, state, and local entities regulate, among other things, the research and development, testing, manufacture, quality control, safety, effectiveness, labeling, storage, record keeping, approval, advertising and promotion, distribution, post-approval monitoring and reporting, sampling and export and import of our drug candidates. In the United States, the FDA regulates drugs under the Federal Food, Drug, and Cosmetic Act, or FDCA, and its implementing regulations. The process of obtaining regulatory approvals and the subsequent compliance with appropriate federal, state, local and foreign statutes and regulations requires the expenditure of substantial time and financial resources. Failure to comply with the applicable U.S. requirements at any time during the product development process, approval process or after approval, may subject an applicant to a variety of administrative or judicial sanctions, such as the FDAs refusal to approve pending New Drug Applications (NDAs), withdrawal of an approval, imposition of a clinical hold, issuance of warning letters, product recalls, product seizures, total or partial suspension of production or distribution, injunctions, fines, refusals of government contracts, restitution, disgorgement or civil or criminal penalties. The process required by the FDA before a drug may be marketed in the United States generally involves the following: | | | completion of pre-clinical laboratory tests, animal studies and formulation studies in compliance with the FDAs good laboratory practice (GLP) regulations; | | | 17 | | | | | submission to the FDA of an IND application, which must become effective before human clinical trials may begin; | | | | | | | | | | approval by an independent Institutional Review Board (IRB), at each clinical site before each trial may be initiated; | | | | | performance of adequate and well-controlled human clinical trials in accordance with good clinical practices (GCP) requirements to establish the safety and efficacy of the proposed drug product for each indication; | | | | | | | | | | demonstration that the API and finished product are manufactured under cGMP conditions and meet all applicable standards of identity, strength, quality, and purity; | | | | | | | | | | submission to the FDA of an NDA; | | | | | | | | | | satisfactory completion of an FDA advisory committee review, if applicable; | | | | | | | | | | satisfactory completion of an FDA inspection of the manufacturing facility or facilities at which the product is produced to assess compliance with cGMP requirements and to assure that the facilities, methods, and controls are adequate to preserve the drugs identity, strength, quality, and purity; | | | | | | | | | | FDA review and approval of the NDA, including consideration of the views of any FDA advisory committee, prior to commercial marketing or sale of the drug in the United States; and | | | | | | | | | | compliance with any post-approval requirements, including the potential requirement to implement a Risk Evaluation and Mitigation Strategy (REMS) or to conduct a post-approval study. | | *Pre-clinical studies* Before testing any drug or biological product candidate in humans, the product candidate must undergo rigorous pre-clinical testing. The pre-clinical developmental stage generally involves laboratory evaluations of drug chemistry, formulation, and stability, as well as studies to evaluate toxicity in animals, to assess the potential for adverse events (AEs) and, in some cases, to establish a rationale for therapeutic use. The conduct of pre-clinical studies is subject to federal regulations and requirements, including GLP regulations for safety/toxicology studies. An IND sponsor must submit the results of the pre-clinical studies, together with manufacturing information, analytical data, any available clinical data or literature and a proposed clinical protocol, to the FDA as part of the IND. An IND is a request for authorization from the FDA to ship an investigation product and then administer it to humans and must be allowed to proceed by the FDA before human clinical trials may begin. Some long-term pre-clinical testing, such as animal tests of reproductive AEs and carcinogenicity, may continue after the IND is submitted. An IND automatically becomes effective 30 days after receipt by the FDA, unless the FDA raises concerns or questions before that time related to one or more proposed clinical trials and places the trial on clinical hold. In such a case, the IND sponsor and the FDA must resolve any outstanding concerns before the clinical trial can begin. As a result, submission of an IND may not result in the FDA allowing clinical trials to commence. | 18 | | *Clinical trials* The clinical stage of development involves the administration of the investigational product to healthy volunteers or patients under the supervision of qualified investigators, generally physicians not employed by, or under control of, the trial sponsor, in accordance with GCPs, which include the requirement that all research patients provide their informed consent for their participation in any clinical trial. Clinical trials are conducted under protocols detailing, among other things, the objectives of the clinical trial, dosing procedures, subject selection and exclusion criteria and the parameters to be used to monitor subject safety and assess efficacy. Each protocol, and any subsequent amendments to the protocol, must be submitted to the FDA as part of the IND. Furthermore, each clinical trial must be reviewed and approved by an IRB for each institution at which the clinical trial will be conducted to ensure that the risks to individuals participating in the clinical trials are minimized and are reasonable in relation to anticipated benefits. The IRB also approves the informed consent form that must be provided to each clinical trial subject or his or her legal representative and must monitor the clinical trial until completed. There also are requirements governing the reporting of ongoing clinical trials and completed clinical trial results to public registries. Information about most clinical trials must be submitted within specific timeframes for publication on the www.clinicaltrials.gov website. Information related to the product, patient population, phase of investigation, study sites and investigators and other aspects of the clinical trial is made public as part of the registration of the clinical trial. Sponsors are also obligated to disclose the results of their clinical trials after completion. Disclosure of the results of these trials can be delayed in some cases for up to two years after the date of completion of the trial. Competitors may use this publicly available information to gain knowledge regarding the progress of development programs. Human clinical trials are typically conducted in three sequential phases, which may overlap or be combined. | | | Phase I clinical trials generally involve a small number of healthy volunteers or disease-affected patients who are initially exposed to a single dose and then multiple doses of the product candidate. The primary purpose of these clinical trials is to assess the metabolism, pharmacologic action, side effect tolerability and safety of the drug. | | | | | Phase II clinical trials involve studies in disease-affected patients to determine the dose required to produce the desired benefits. At the same time, safety and further pharmacokinetic and pharmacodynamic information is collected, possible adverse effects and safety risks are identified, and a preliminary evaluation of efficacy is conducted. | | | | | | | | | | Phase III clinical trials generally involve a larger number of patients at multiple sites and are designed to provide the data necessary to demonstrate the effectiveness of the product for its intended use, its safety in use and to establish the overall benefit/risk relationship of the product and provide an adequate basis for product approval. These trials may include comparisons with placebo and/or other comparator treatments. The duration of treatment is often extended to mimic the actual use of a product during marketing. | | Post-approval trials, sometimes referred to as Phase IV clinical trials, may be conducted after initial marketing approval. These trials are used to gain additional experience from the treatment of patients in the intended therapeutic indication, particularly for long-term safety follow up. In certain instances, the FDA may mandate the performance of Phase IV clinical trials as a condition of approval of an NDA or a Biologics License Application (BLA). Progress reports detailing the results of the clinical trials must be submitted at least annually to the FDA and more frequently if significant adverse events (SAEs) occur. The FDA or the sponsor may suspend or terminate a clinical trial at any time, or the FDA may impose other sanctions on various grounds, including a finding that the research patients are being exposed to an unacceptable health risk. Similarly, an IRB can refuse, suspend, or terminate approval of a clinical trial at its institution if the clinical trial is not being conducted in accordance with the IRBs requirements or if the drug has been associated with unexpected serious harm to patients. Concurrently with clinical trials, companies usually complete additional pre-clinical studies and must also develop additional information about the physical characteristics of the drug or biological product as well as finalize a process for manufacturing the product in commercial quantities in accordance with cGMP requirements. The manufacturing process must be capable of consistently producing quality batches of the product candidate and, among other things, the sponsor must develop methods for testing the identity, strength, quality, potency, and purity of the final biological product. Additionally, appropriate packaging must be selected and tested, and stability studies must be conducted to demonstrate that the biological product candidate does not undergo unacceptable deterioration over its shelf life. *Marketing Approval* Assuming successful completion of the required clinical testing, the results of the pre-clinical studies and clinical trials, together with detailed information relating to the products chemistry, manufacture, controls, and proposed labeling, are submitted to the FDA as part of an NDA requesting approval to market the product for one or more indications. In most cases, the submission of an NDA is subject to a substantial application user fee. | 19 | | The review process typically takes twelve months from the date the NDA is submitted to the FDA. The FDA conducts a preliminary review of all NDAs within the first 60 days after submission to determine whether they are sufficiently complete to permit substantive review before accepting them for filing. The FDA may request additional information rather than accept an NDA for filing. In this event, the application must be resubmitted with the additional information and may be subject to an additional application user fee. The resubmitted application is also subject to review before the FDA accepts it for filing. Once the submission is accepted for filing, the FDA begins an in-depth substantive review. The FDA reviews an NDA to determine, among other things, whether the drug is safe and effective and whether the facility in which it is manufactured, processed, packaged, or held meets standards designed to assure the products continued safety, quality and purity. Under the current guidelines in effect in the Prescription Drug User Fee Act (PDUFA), the FDA has a goal to review and act on the submission within ten months from the completion of the preliminary review of a standard NDA for a new molecular entity. The FDA also may require submission of a Risk Evaluation and Mitigation Strategy (REMS) plan to ensure that the benefits of the drug outweigh its risks. The REMS plan could include medication guides, physician communication plans, assessment plans, and/or elements to assure safe use, such as restricted distribution methods, patient registries, or other risk minimization tools. The FDA may refer to an application for a novel drug to an advisory committee. An advisory committee is a panel of independent experts, including clinicians and other scientific experts, that reviews, evaluates and provides a recommendation as to whether the application should be approved and under what conditions. The FDA is not bound by the recommendations of an advisory committee, but it considers such recommendations carefully when making decisions. Before approving an NDA, the FDA typically will inspect the facility or facilities where the product is manufactured. The FDA will not approve an application unless it determines that the manufacturing processes and facilities are in compliance with cGMP requirements and adequate to ensure the consistent production of the product within required specifications. Additionally, before approving an NDA, the FDA may inspect one or more clinical trial sites to assure compliance with GCP requirements. After evaluating the NDA and all related information, including the advisory committee recommendation, if any, and inspection reports regarding the manufacturing facilities and clinical trial sites, the FDA may issue an approval letter, or, in some cases, a complete response letter. A complete response letter generally contains a statement of specific conditions that must be met in order to secure final approval of the NDA and may require additional clinical trials or pre-clinical studies in order for FDA to reconsider the application. Even with submission of this additional information, the FDA ultimately may decide that the application does not satisfy the regulatory criteria for approval. If and when those conditions have been met to the FDAs satisfaction, the FDA will typically issue an approval letter. An approval letter authorizes commercial marketing of the drug with specific prescribing information for specific indications. *Post-approval requirements* Drugs manufactured or distributed pursuant to FDA approvals are subject to pervasive and continuing regulation by the FDA, including, among other things, requirements relating to recordkeeping, periodic reporting, product sampling and distribution, advertising and promotion and reporting of adverse experiences with the product. After approval, most changes to the approved product, such as adding new indications or other labeling claims are subject to prior FDA review and approval. There also are continuing annual user fee requirements for any marketed products and the establishments at which such products are manufactured, as well as new application fees for supplemental applications with clinical data. *Employees and Human Capital Resources* As of March 6, 2026, we have two part-time employeesthe CEO and CFO. At no time have our employees been represented by a labor union or covered by a collective bargaining agreement. We primarily utilize contractors and outside consultants to support our operational and development activities include three full-time contractors who support our executives and manage the day to day operations. We expect to continue to rely on a combination of internal personnel and external service providers to support our development programs. **Competition** The biotechnology and pharmaceutical industries are highly competitive and characterized by rapid technological advancements, evolving regulatory requirements, and significant investment in research and development. The Company faces competition from a variety of sources, including large pharmaceutical companies, biotechnology companies, specialty pharmaceutical firms, academic institutions, and government-sponsored research organizations. Many of these organizations have substantially greater financial resources, technical expertise, manufacturing capabilities, and commercialization infrastructure than the Company. In addition, many competitors have significantly more experience in clinical development, regulatory approvals, and the commercialization of pharmaceutical products. | 20 | | The Companys investigational candidate, Telomir-1, is being developed for conditions that may also be targeted by therapies currently approved or in development by other companies. These competing approaches may include small molecules, biologics, gene therapies, and other therapeutic modalities designed to address similar disease pathways. The Company believes that its approach targeting intracellular metal homeostasis and related cellular pathways represents a differentiated scientific strategy; however, there can be no assurance that Telomir-1 will demonstrate clinical efficacy or safety or that it will be successfully developed or commercialized. **Legal Proceedings** There are no material proceedings to which any director or officer, or any associate of any such director or officer, is a party that is adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries. No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it during the past ten years. No current director or executive officer has been convicted of a criminal offense or is the subject of a pending criminal proceeding during the past ten years. No current director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities during the past ten years. No current director or officer has been found by a court to have violated a federal or state securities or commodities law during the past ten years. From time to time, we may be named in claims arising in the ordinary course of business. We anticipate that we will expend significant financial and managerial resources in the defense of our intellectual property rights in the future if we believe that our rights have been violated. We also anticipate that we will expend significant financial and managerial resources to defend against claims that our products and services infringe upon the intellectual property rights of third parties. *Corporation Information* We were organized as a Florida corporation in August 2021 for the purpose of pursuing the development and commercialization of Telomir-1 in the United States in human applications. We were originally incorporated under the name Metallo Therapies Inc. and changed our name to Telomir Pharmaceuticals, Inc. in October 2022. Our corporate headquarters is a virtual office and our mailing address is 100 SE 2nd St., Suite 2000 #1009 Miami, Florida 33131. Our telephone number is (786) 396-6723. Our website address is www.telomirpharma.com. The information contained on, or that can be accessed through, our website is deemed not to be incorporated in this Annual Report or to be part of this Annual Report. You should not consider the information contained on our website to be part of this Annual Report | 21 | | **** **ITEM 1A. Risk Factors** **RISK FACTORS** **** **Investing in shares of our common stock is very speculative and involves a high degree of risk.***You should carefully consider the risks and uncertainties described below, the section of this Annual Report entitled Managements Discussion and Analysis of Financial Condition and Results of Operations and our financial statements and related notes included elsewhere in this Annual Report. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that affect us. If any of the following risks occur, our business, operating results and prospects could be materially harmed. In that event, the price of our common stock could decline, and you could lose part or all of your investment.* **Risks Related to Our Intellectual Property** **We depend on rights to Telomir-1 that are or will be licensed to us. We do not own the intellectual property rights to Telomir-1 and any loss of our rights to it could prevent us from selling our product.** Within our present and future pipeline of treatments, Telomir-1 is in-licensed from MIRALOGX. We do not currently own any intellectual property rights, including the patent application that underlies this license. Our rights to use Telomir-1 is subject to the negotiation of, continuation of and compliance with the terms of this license. Thus, the non-provisional patent application is not written by us or our attorneys, and we did not have control over the drafting and prosecution. The patent owner and our licensor might not have given the same attention to the drafting and prosecution of these patents and applications as we would have if we had been the owner of the patent application and had control over the drafting. We cannot be certain that drafting of the licensed patent application, or patent prosecution, by the licensor have been or will be conducted in compliance with applicable laws and regulations or will result in valid and enforceable patents and other intellectual property rights. This absence of control over the drafting, prosecution of patent and applications, along with non-compliance with royalty payments and confidentiality breaches are just some of the ways that may result in the Companys loss of the license and inability to continue operations. Significant additional research and development activity, pre-clinical testing, and/or clinical testing Telomir-1 is required before we will have a chance to achieve a viable product for licensing or commercialization. Our business currently depends entirely on the successful development, regulatory approval, and licensing or commercialization of our product candidate, which may never occur. Enforcement of our licensed patent application or defense of any claims asserting invalidity of these patents is often subject to the control or cooperation of our licensor. Legal action could be initiated against the owners of the intellectual property that we license and an adverse outcome in such legal action could harm our business because it might prevent such companies or institutions from continuing to license intellectual property that we may need to operate our business. In addition, such licensor may resolve such litigation in a way that benefits it but adversely affects our ability to have freedom to operate to develop and commercialize Telomir-1. **We may not be able to adequately protect our product candidates or our proprietary technology in the marketplace.** Our success will depend, in part, on our ability to obtain patents, protect our trade secrets and operate without infringing on the proprietary rights of others. We may rely upon a combination of patents, trade secret protection (i.e., know-how), trademarks, licenses, and confidentiality agreements to protect the intellectual property of our product candidates. The strengths of patents in the pharmaceutical field involve complex legal and scientific questions and can be uncertain. Where appropriate, we seek patent protection for certain aspects of our products and technology. However, patent protection for naturally occurring compounds is exceedingly difficult to obtain, defend and enforce. Filing, prosecuting and defending patents throughout the world would be prohibitively expensive, so our policy is to look to patent technologies with commercial potential in jurisdictions with significant commercial opportunities. However, patent protection may not be available for some of the products or technology we are developing. If we must spend significant time and money protecting, defending, or enforcing our patents, designing around patents held by others or licensing, potentially for large fees, patents or other proprietary rights held by others, our business, results of operations and financial condition may be harmed. We may not develop additional proprietary products that are patentable. The patent positions of pharmaceutical products are complex and uncertain. Although we have sought and expect to continue to seek patent protection for our product candidates, their methods of use, and methods of manufacture, any, or all of them may not be subject to effective patent protection. If any of our products are approved and marketed for an indication for which we do not have an issued patent, our ability to use our patents to prevent a competitor from commercializing a non-branded version of our commercial products for that non-patented indication could be significantly impaired or even eliminated. Publication of information related to our product candidates by us, or others may prevent us from obtaining or enforcing patents relating to these products and product candidates. Furthermore, others may independently develop similar products, may duplicate our products, or may design around our patent rights. In addition, any of our issued patents may be opposed and/or declared invalid or unenforceable. If we fail to adequately protect our intellectual property, we may face competition from companies who attempt to create a generic product to compete with our product candidates. We may also face competition from companies who develop a substantially similar product to one of our product candidates that is not covered by any of our patents. | 22 | | Many companies have encountered significant problems in protecting, defending and enforcing intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents and other intellectual property rights, particularly those relating to pharmaceuticals, which could make it difficult for us to stop the infringement of our patents or marketing of competing products in violation of our proprietary rights generally. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial cost and divert our efforts and attention from other aspects of our business. Currently, we do not own the rights to the intellectual property and technology that will be used to commercially develop our initial product candidate, Telomir-1. MIRALOGX, which is a separate intellectual property development company owned by a trust established by the Companys founder, holds the patent rights to Telomir-1, which are currently comprised of a pending non-provisional patent application. Pending the issuance of the non-provisional patent application, we will have an exclusive, license from MIRALOGX to develop and commercialize Telomir-1 in the U.S. for human and non-human applications. The term of the license will continue through the date of the expiration of the last-to-expire licensed patent or, if later, the date of the expiration of the last strategic partnership/sublicensing agreement covering the licensed products. The licensed patent rights are expected to extend through 2043. We expect additional patent terms may be awarded, including additional patent terms based on the time for regulatory review of drug products. There are no up-front, execution, or milestone payments required under the license agreement. Further, no payments have been made to date under the agreement. We are also required to pay an 8% royalty on net sales or revenue in exchange for an exclusive, worldwide license to patent rights, and we may bring suit in our own name to enforce our patent rights under the license agreement. In the event we are unable to enforce our rights under the agreement or are unable to detect unauthorized use of our intellectual property, we may lose the benefit of the licensed rights used to commercially develop Telomir-1. MIRALOGX will control the prosecution of the patent applications for Telomir-1. **** **If third parties claim that our intellectual property, products, processes, or anything else used by us infringes upon their intellectual property, our operating profits could be adversely affected.** There is a substantial amount of litigation, both within and outside the U.S., involving patent and other intellectual property rights in the pharmaceutical industry. We may, from time to time, be notified of claims that we are infringing upon patents, trademarks, copyrights, or other intellectual property rights owned by third parties, and we cannot provide assurances that other companies will not, in the future, pursue such infringement claims against us, our commercial partners or any third-party proprietary technologies we have licensed. If we were found to infringe upon a patent or other intellectual property right, or if we failed to obtain or renew a license under a patent or other intellectual property right from a third party, or if a third party that we were licensing technologies from was found to infringe upon a patent or other intellectual property rights of another third party, we may be required to pay damages, including damages of up to three times the damages found or assessed, if the infringement is found to be willful, suspend the manufacture of certain products or reengineer or rebrand our products, if feasible, or we may be unable to enter certain new product markets. Any such claims could also be expensive and time consuming to defend and divert managements attention and resources. Our competitive position could suffer as a result. In addition, if we have declined or failed to enter into a valid non-disclosure or assignment agreement for any reason, we may not own the invention or our intellectual property, and our products may not be adequately protected. Thus, we cannot guarantee that our product candidates, or our commercialization thereof, does not and will not infringe any third partys intellectual property. **We have been granted a license to the right to develop Telomir-1 in the United States in human and pet application, but we have not been granted a license to the rights to patents covering Telomir-1 in foreign jurisdictions.** We have been granted a license to the right to develop Telomir-1 in the United States but not in countries outside the United States, as MIRALOGX has retained all rights outside the United States and may license such rights to other parties. Accordingly, MIRALOGX potentially could develop a competing product for such jurisdictions outside of the United States. **Risks Related to Our Operations and Financial Condition** **We are an early development-stage company with no revenues.** As an early development-stage enterprise that is focused on the development of a pre-clinical pharmaceutical product, we have generated no revenue and have an accumulated deficit of $41.0 million and $30.6 million as of December 31, 2025 and December 31, 2024, respectively. There can be no assurance that sufficient funds required to pursue our development program will be generated from operations or that funds will be available from external sources, such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations, or to raise capital from external sources would force us to substantially curtail or cease operations and would, therefore, have a material adverse effect on business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on our existing stockholders. It is for these reasons substantial doubt about our ability to continue as a going concern exists and an explanatory paragraph relating to our ability to continue as a going concern can be found within the report of our independent registered public accounting firm on our audited financial statements for the fiscal year ended December 31, 2025. | 23 | | We seek to overcome the circumstances that impact our ability to remain a going concern in the future through the growth of revenues with interim cash flow deficiencies being addressed through additional equity and debt financing. We anticipate raising additional funds through public or private financing, strategic relationships, or other arrangements in the near future to support our business operations; however, we may not have commitments from third parties for a sufficient amount of additional capital. We cannot be certain that any such financing will be available on acceptable terms, or at all, and our failure to raise capital when needed could limit our ability to continue operations. Our ability to obtain additional funding will determine our ability to continue as a going concern. Failure to secure additional financing in a timely manner and on favorable terms would have a material adverse effect on our financial performance, results of operations and stock price and require us to curtail or cease operations, sell off our assets, seek protection from our creditors through bankruptcy proceedings, or otherwise. Furthermore, additional equity financing may be dilutive to the holders of our common stock, and debt financing, if available, may involve restrictive covenants, and strategic relationships, if necessary, to raise additional funds, and may require that we relinquish valuable rights. **Because we have a limited operating history, you may not be able to accurately evaluate our operations.** We have had limited operations to date. Therefore, we have a limited operating history upon which to evaluate the merits of investing in our company. Our stockholders should be aware of the difficulties normally encountered by new companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications, and delays encountered in connection with the operations that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to the ability to generate sufficient cash flow to operate our business, and additional costs and expenses that may exceed current estimates. We expect to continue to incur significant losses into the foreseeable future. We recognize that if the effectiveness of our business plan is not forthcoming, we will not be able to continue business operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail. **We will need to raise additional financing for the continuation of our operations.** Because we have generated no revenues and currently operate at a loss, we are completely dependent on the continued availability of financing in order to continue our business operations. There can be no assurance that financing sufficient to enable us to continue our operations will be available to us in the future. We will require additional capital to advance our development activities and to achieve a sustainable level at which operations could be supported by revenues, if any. Based on our current operating plan and available cash resources, we believe that our existing capital will be sufficient to fund operations and planned initial clinical development activities into the first quarter of 2027. We will require additional financing to continue development beyond that period and to fully implement our business strategy. There can be no assurance that additional financing will be available when needed or, if available, on terms acceptable to us. Our failure to obtain future financing or to produce levels of revenue to meet our financial needs could result in our inability to continue as a going concern and the failure of our business. **Our operating results may fluctuate, which could have a negative impact on our ability to grow our client base, establish sustainable revenues and succeed overall.** Our results of operations may fluctuate as a result of a number of factors, some of which are beyond our control including but not limited to: | | | general economic conditions in the geographies and industries where we sell our services and conduct operations; legislative policies where we sell our services and conduct operations; | | | | | | | | | | the budgetary constraints of our customers; | | | | | | | | | | success of our strategic growth initiatives; | | | 24 | | | | | costs associated with the launching or integration of new or acquired businesses; timing of new product introductions by us, our suppliers and our competitors; product and service mix, availability, utilization and pricing; | | | | | | | | | | the mix, by state and country, of our revenues, personnel, and assets; movements in interest rates or tax rates; | | | | | | | | | | changes in, and application of, accounting rules; changes in the regulations applicable to us; and litigation matters. | | **As a result of these factors, we may not succeed in our business, and we could go out of business.** **We have yet to achieve a profit and will not achieve a profit in the near future, if at all.** We have not yet produced any revenues or profit and will not in the near future, if at all. We cannot be certain that we will be able to realize sufficient revenue to achieve profitability. Further, many of our competitors have a significantly larger industry presence and revenue stream but have yet to achieve profitability. Our ability to continue as a going concern in the future is dependent upon raising capital from financing transactions, increasing revenue and keeping operating expenses below our revenue levels in order to achieve positive cash flows, none of which can be assured. **Certain of our executive officers are not employed by us on a full-time basis.** Erez Aminov, our Chief Executive Officer and Chairman of our board of directors, is not employed by our company on a full-time basis. Mr. Aminov is the son-in-law of Jonnie R. Williams, Sr., the founder of the Company. As intended to be provided in his employment agreement with our company, he works on a part-time and as-needed basis. Because he does not work full time for our company, instances may occur where he may not be immediately available to provide solutions to problems or address concerns that arise in the course of us conducting our business and thus adversely affect our business. In addition, he can become subject to conflicts of interest because he devotes part of his working time to other business endeavors and may have responsibilities to other entities. Although Mr. Aminov is aware of his duties and accountability to our company and to applicable laws and policies relating to corporate opportunity and conflicts of interest, such conflicts of interest may include deciding how much time to devote to our affairs, as well as what business opportunities should be presented to us. Alan Weichselbaum, our Chief Financial Officer, is not employed by our company on a full-time basis. He works on a part-time and as-needed basis. Because he does not work full time for our company, instances may occur where he may not be immediately available to provide solutions to problems or address concerns that arise in the course of us conducting our business and thus adversely affect our business. In addition, he can become subject to conflicts of interest because he devotes part of her working time to other business endeavors and may have responsibilities to other entities. Although Mr. Weichselbaum is aware of his duties and accountability to our company and to applicable laws and policies relating to corporate opportunity and conflicts of interest, such conflicts of interest may include deciding how much time to devote to our affairs, as well as what business opportunities should be presented to us. **Conflicts of interest may arise between us and MIRALOGX.** MIRALOGX has a non-provisional patent application to the rights to Telomir-1. MIRALOGX is a separate intellectual property development company owned by the Bay Shore Trust, which is an irrevocable trust established by our founder, Jonnie R. Williams, Sr., and in which Brian McNulty is the trustee. The Bay Shore Trust is also our largest stockholder. We have an exclusive license from MIRALOGX to develop and commercialize Telomir-1 in the U.S. for human and non-human applications. Although the interests of MIRALOGX are 100% owned by the Bay Shore Trust, and Mr. Williams is not an officer or director of MIRALOGX and Mr. Williams does not have voting or dispositive power over the shares of our company held by Bay Shore Trust, our relationship with the Bay Shore Trust, Mr. Williams may create, or may create the appearance of, conflicts of interest when we are faced with decisions that could have different implications for MIRALOGX than the decisions have for us. Furthermore, in light of the license agreement that we have with MIRALOGX, if a dispute were to arise between MIRALOGX and us relating to our past or future relationship with MIRALOGX or with respect to intellectual property matters, these potential conflicts of interest may make it more difficult for us to favorably resolve such disputes. | 25 | | **Risks Relating to Our Business and Our Industry** **Our future success will largely depend on the success of Telomir-1 and any future product candidates, which development will require significant capital resources and years of clinical development effort.** We currently have no drug products on the market, and all of our drug development projects are in a pre-clinical stage of development. Our business depends almost entirely on the successful pre-clinical and clinical development, FDA regulatory approval, and commercialization of our product candidates, principally Telomir-1. Our stockholders need to be aware that substantial additional investments including pre-clinical and clinical development and FDA regulatory submission and approval efforts will be required before we are permitted to undertake clinical studies and market and commercialize our product candidates, if ever. It may be several years before we can commence clinical trials, if ever. Any clinical trial will be subject to extensive and rigorous review and regulation by numerous government authorities in the United States and other jurisdictions where we intend, if approved, to market our product candidates. Before obtaining regulatory approvals for any of our product candidates, we must demonstrate through pre-clinical testing and clinical trials that the product candidate is safe and effective for its specific application. This process can take many years and may include post- marketing studies and surveillance, which would require the expenditure of substantial resources. Of the large number of drugs in development for approval in the United States (and the rest of the world), only a small percentage will successfully complete the FDA regulatory approval financing to fund our planned research, development, and clinical programs, we cannot assure you that any of our product candidates will be successfully developed or commercialized. We may be unable to formulate or scale up any or all of our product candidates. There is no guarantee that any of the product candidates will be or are able to be manufactured or produced in a manner to meet the FDAs criteria for product stability, content uniformity and all other criteria necessary for product approval in the United States and other markets. Any of our product candidates may fail to achieve their specified endpoints in clinical trials. Furthermore, product candidates may not be approved even if they achieve their specified endpoints in clinical trials. The FDA may disagree with our trial design and our interpretation of data from clinical trials or may change the requirements for approval even after it has reviewed and commented on the design for our clinical trials. The FDA may also approve a drug for fewer or more limited indications than we request or may grant approval contingent on the performance of costly post-approval clinical trials (i.e., Phase IV trials). In addition, the FDA may not approve the labeling claims that we believe are necessary or desirable for the successful commercialization of our product candidates. If we are unable to expand our pipeline and obtain regulatory approval for our product candidates within the timelines we anticipate, we will not be able to execute our business strategy effectively and our ability to substantially grow our revenues will be limited, which would have a material adverse impact on our long-term business, results of operations, financial condition, and prospects. **We are dependent on our current and future product candidates, some of which may not receive regulatory approval or be successfully commercialized.** Our ability to progress our plan will depend on our ability to clinically develop, gain regulatory approval for and ultimately commercialize our product candidates. Our ability to successfully commercialize our product candidates will depend on, among other things, our ability to: | | | complete pre-clinical and other nonclinical studies and clinical trials in a manner that allows us to progress our studies; | | | | | | | | | | receive IND acceptance and regulatory approvals from the FDA; | | | | | | | | | | produce, through a validated process, in manufacturing facilities inspected and approved by regulatory authorities, including the FDA, sufficiently large quantities of product candidates to permit successful commercialization; | | | | | | | | | | obtain reimbursement from payers such as government health care programs and insurance companies and achieve commercially attractive levels of pricing; | | | | | | | | | | secure acceptance of our product candidates from physicians, health care payers, patients, and the medical community; | | | 26 | | | | | create positive publicity surrounding our product candidates; | | | | | | | | | | manage our spending as costs and expenses increase due to clinical trials and commercialization; and | | | | | | | | | | obtain and enforce sufficient intellectual property for our product candidates. | | Our failure or delay with respect to any of the factors above could have a material adverse effect on our business, results of operations and financial condition. **Results of pre-clinical studies and earlier clinical trials are not necessarily predictive indicators of future results.** Any positive results from future pre-clinical testing of our product candidates and potential future clinical trials may not necessarily be predictive of the results from Phase I, Phase II or Phase III clinical trials. In addition, our interpretation of results derived from clinical data or our conclusions based on our pre-clinical data may prove inaccurate. Frequently, pharmaceutical and biotechnology companies have suffered significant setbacks in clinical trials after achieving positive results in pre-clinical testing and early phase clinical trials, and we cannot be certain that we will not face similar setbacks. These setbacks may be caused by the fact that pre-clinical and clinical data can be susceptible to varying interpretations and analyses. Furthermore, certain product candidates may perform satisfactorily in pre-clinical studies and clinical trials but nonetheless fail to obtain FDA approval or appropriate approvals by the appropriate regulatory authorities in other countries. If we fail to produce positive results in our clinical trials for our product candidates, the development timeline and regulatory approval and commercialization prospects for them and as a result our business and financial prospects, would be materially adversely affected. **We have limited marketing experience, and we do not anticipate at this time establishing a sales force or distribution and reimbursement capabilities, and we may not be able to successfully commercialize any of our product candidates if they are approved in the future.** Our ability to generate revenues ultimately depends on our ability to sell our approved products and secure adequate third-party reimbursement. We currently have limited experience in marketing and selling our products. We currently do not have any products approved for sale in the United States or in any other country. The commercial success of our product candidates will not happen for the foreseeable future and will depend on a number of factors beyond our control, including the willingness of physicians to prescribe our products to patients, payers willingness and ability to pay for the drugs, the level of pricing achieved, patients response to our drugs and the ability of our marketing partners to generate sales. There can be no guarantee that we will be able to establish or maintain the personnel, systems, arrangements and capabilities necessary to successfully commercialize Telomir-1 or any product candidate approved by the FDA in the future. If we fail to establish or maintain successful marketing, sales and reimbursement capabilities or fail to enter into successful marketing arrangements with third parties, our product revenues may suffer. **We will need to further increase the size and complexity of our organization in the future, and we may experience difficulties in managing our growth and executing our growth strategy.** Our management and personnel, systems, and facilities currently in place may not be adequate to support our business plan and future growth. As a result, we may need to further expand certain areas of our organization. Our need to effectively manage our operations, growth and various projects requires that we: | | | continue to improve our operational, financial, management and regulatory compliance controls and reporting systems and procedures; | | | 27 | | | | | attract and retain enough talented employees; | | | | | | | | | | manage our clinical trials effectively; | | | | | manage our external manufacturing operations with contract research organizations effectively and in a cost-effective manner; | | | | | | | | | | manage our development efforts effectively while carrying out our contractual obligations to contractors and other third parties; and | | In addition, we may utilize the services of part-time outside consultants and contractors to perform several tasks for us, including tasks related to compliance programs, clinical trial management, regulatory affairs, formulation development and other drug development functions. Our growth strategy may entail expanding our use of consultants and contractors to implement these and other tasks going forward. If we are not able to effectively expand our organization by hiring new employees and expanding our use of consultants and contractors, we may be unable to successfully implement the tasks necessary to effectively execute on our planned research, development, manufacturing, and commercialization activities and, accordingly, may not achieve our research, development and commercialization goals. **We expect to face intense competition, often from companies with greater resources and experience than we have.** The development and commercialization of drugs and medicines is highly competitive. We compete with a variety of multinational pharmaceutical companies and specialized biotechnology companies, as well as products and processes being developed by universities and other research institutions. Many of our competitors have developed, are developing, or will develop drugs and processes which may be competitive with our drug candidates. Competitive products include those that have already been approved by medicines regulators and accepted by the medical community and any new products that may enter the market. For some of our drug development programs / areas of interest, other treatment options or products are currently available, under development, and may become commercially available in the future. If any of our product candidates are approved for the diseases and conditions we are currently pursuing, they may compete with a range of medicines or therapeutic treatments that are either in development, will be developed in the future or currently marketed. Established companies may have a competitive advantage over us due to their size and experiences, financial resources, and institutional networks. Many of our competitors may have significantly greater financial, technical, and human resources than we do. Due to these factors, our competitors may have an advantage in marketing their approved drugs and may obtain regulatory approval of their drug candidates before we are able to, which may limit our ability to develop or commercialize our drug candidates. Our competitors may also develop drugs or medicines that are safer, more effective, more widely used and less expensive than ours. These advantages could materially impact our ability to develop and, if approved, commercialize our product candidates successfully. Furthermore, some of these competitors may make acquisitions or establish collaborative relationships among themselves or with third parties to increase their ability to rapidly gain market share. **Business interruptions could delay us in the process of developing our product candidates and could disrupt our product sales.** Our research and development activities are conducted through outside contractors and manufacturers. Loss of our contracted manufacturing facilities, stored inventory or laboratory facilities through fire, theft or other causes, or loss of our raw material, could have an adverse effect on our ability to continue product development activities and to conduct our business. Failure to supply our partners with commercial product may lead to adverse consequences, including the right of partners to take over responsibility for product supply. We currently do not have insurance coverage to compensate us for such business interruptions. Our contract manufacturers and suppliers provide that in their separate operations; however, such coverage may prove insufficient to fully compensate us for the damage to our business resulting from any significant property or casualty loss to those facilities. **We have significant and increasing liquidity needs and may require additional funding.** Our operations have consumed substantial amounts of cash since inception. For the year ended December 31, 2025, we reported a net operating cash outflow of $3.7 million and a net cash inflow from financing activities of $9.7 million. For the year ended December 31, 2024, we reported a net operating cash outflow of $5.1 million and a net cash inflow from financing activities of $6.3 million. | 28 | | Research and development, and general and administrative expenses, and cash used for operations will continue to be significant and may increase substantially in the future in connection with new research and development initiatives and continued product commercialization efforts. We may need to raise additional capital to fund our operations, continue to conduct clinical trials to support potential regulatory approval of marketing applications and to fund commercialization of our products. The amount and timing of our future funding requirements will depend on many factors, including, but not limited to: | | | the timing of FDA approval, if any, and approvals in international markets of our product candidates, if at all; | | | | | | | | | | the timing and amount of revenue from sales of our products, or revenue from grants or other sources; | | | | | | | | | | The rate of progress and cost of our clinical trials and other product development programs; | | | | | | | | | | costs of establishing or outsourcing sales, marketing, and distribution capabilities; | | | | | | | | | | costs and timing of completion of expanded in-house manufacturing facilities as well as any outsourced commercial manufacturing supply arrangements for our product candidates; | | | | | | | | | | costs of filing, prosecuting, defending, and enforcing any patent claims and other intellectual property rights associated with our product candidates; | | | | | | | | | | the effect of competing technological and market developments; | | | | | | | | | | personnel, facilities, and equipment requirements; and | | | | | | | | | | the terms and timing of any additional collaborative, licensing, co-promotion, or other arrangements that we may establish. | | While we expect to fund our future capital requirements from several sources including existing cash balances, future cash flows from operations and the proceeds from equity offerings, we cannot assure you that any of these funding sources will be available to us on favorable terms, or at all. Further, even if we can raise funds from all of the above sources, the amounts raised may not be sufficient to meet our future capital requirements. | 29 | | **Operating results may vary significantly in future periods.** Our expenses and operating results have fluctuated in the past and our revenues, expenses, and operating results are likely to fluctuate significantly in the future. Our financial results are unpredictable and may fluctuate, for among other reasons, due to: | | | commercial sales of our products; | | | | | | | | | | our achievement of product development objectives and milestones; | | | | | | | | | | clinical trial enrollment and expenses; | | | | | | | | | | research and development expenses; and | | | | | | | | | | the timing and nature of contract manufacturing and contract research payments. | | A high portion of our costs are predetermined on an annual basis, due in part to our significant research and development costs. Thus, small declines in revenue could disproportionately affect financial results in a quarter. Because of these factors, our financial results in one or more future quarters may fail to meet the expectations of securities analysts or our stockholders, which could cause our share price to decline. **We depend upon our key personnel and our ability to attract and retain employees.** Our future growth and success depend on our ability to recruit, retain, manage, and motivate our employees. The inability to hire or retain experienced management personnel could adversely affect our ability to execute our business plan and harm our operating results. Due to the specialized scientific and managerial nature of our business, we rely heavily on our ability to attract and retain qualified scientific, technical, and managerial personnel. The competition for qualified personnel in the pharmaceutical field is intense. Due to this intense competition, we may be unable to continue to attract and retain the qualified personnel necessary for the development of our business or to recruit suitable replacement personnel. **Our proprietary information, or that of our customers, suppliers, and business partners, may be lost or we may suffer security breaches.** In the ordinary course of our business, we will collect and store sensitive data, including valuable and commercially sensitive intellectual property, clinical trial data, our proprietary business information and that of our customers, suppliers and business partners, and personally identifiable information of our customers, clinical trial subjects and employees, and patients, on our networks, and with our third-party cloud service providers. The secure processing, maintenance and transmission of this information is critical to our operations. Despite our security measures, our information technology and infrastructure, and that of our third parties, may be vulnerable to attacks by hackers or breached due to employee error, malfeasance, or other disruptions. Any breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost, or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, disrupt our operations, damage our reputation, and cause a loss of confidence in our products and our ability to conduct clinical trials, which could adversely affect our business and reputation and lead to delays in gaining regulatory approvals for Telomir-1 or other product candidates. **Failure of our information technology systems, including cybersecurity attacks or other data security incidents, could significantly disrupt the operation of our business.** Our business is increasingly dependent on critical, complex, and interdependent information technology (IT) systems, including internet-based systems, some of which are managed or hosted by third parties, to support business processes as well as internal and external communications. The size and complexity of our IT systems make us potentially vulnerable to IT system breakdowns, malicious intrusion, and computer viruses, which may result in the impairment of our ability to operate our business effectively. | 30 | | We are continuously evaluating and, where appropriate, enhancing our IT systems to address our planned growth, including to support our planned manufacturing operations. There are inherent costs and risks associated with implementing the enhancements to our IT systems, including potential delays in access to, or errors in, critical business and financial information, substantial capital expenditures, additional administrative time and operating expenses, retention of sufficiently skilled personnel to implement and operate the enhanced systems, demands on management time, and costs of delays or difficulties in transitioning to the enhanced systems, any of which could harm our business and results of operations. In addition, the implementation of enhancements to our IT systems may not result in productivity improvements to a level that outweighs the costs of implementation, or at all. In addition, our systems and the systems of our third-party providers and collaborators are potentially vulnerable to data security breaches which may expose sensitive data to unauthorized persons or to the public. Such data security breaches could lead to the loss of confidential information, trade secrets or other intellectual property, could lead to the public exposure of personal information (including personally identifiable information or individually identifiable health information) of our employees, clinical trial patients, customers, business partners, and others, could lead to potential identity theft, or could lead to reputational harm. Data security breaches could also result in loss of clinical trial data or damage to the integrity of that data. In addition, the increased use of social media by our employees and contractors could result in inadvertent disclosure of sensitive data or personal information, including but not limited to, confidential information, trade secrets and other intellectual property. Any such disruption or security breach, as well as any action by us or our employees or contractors that might be inconsistent with the rapidly evolving data privacy and security laws and regulations applicable within the United States and elsewhere where we conduct business, could result in enforcement actions by U.S. states, the U.S. federal government or foreign governments, liability or sanctions under data privacy laws, including healthcare laws such as HIPAA, that protect certain types of sensitive information, regulatory penalties, other legal proceedings such as but not limited to private litigation, the incurrence of significant remediation costs, disruptions to our development programs, business operations and collaborations, diversion of management efforts and damage to our reputation, which could harm our business and operations. Because of the rapidly moving nature of technology and the increasing sophistication of cybersecurity threats, our measures to prevent, respond to and minimize such risks may be unsuccessful. **Security breaches, loss of data and other disruptions could compromise sensitive information related to our business, prevent us from accessing critical information or expose us to liability, which could adversely affect our business and our reputation.** In the ordinary course of our business, we, our vendors, and our third-party cloud service providers may collect and store sensitive data, including legally protected patient health information, credit card information, personally identifiable information about our employees and patients, intellectual property, and proprietary business information. We manage and maintain our applications and data utilizing cloud-based and on-site systems. These applications and data encompass a wide variety of business-critical information including research and development information, commercial information and business and financial information. The secure processing, storage, maintenance, and transmission of this critical information is vital to our operations and business strategy, and we devote significant resources to protecting such information. Although we take measures to protect sensitive information from unauthorized access or disclosure, our information technology and infrastructure may be vulnerable to attacks by hackers, or viruses, breaches, or interruptions due to employee error, malfeasance or other disruptions, or lapses in compliance with privacy and security mandates. Any such virus, breach or interruption could compromise our networks and the information stored there could be accessed by unauthorized parties, publicly disclosed, lost or stolen. We have measures in place that are designed to prevent, and if necessary to detect and respond to such security incidents, breaches of privacy, and security mandates. However, in the future, any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, such as HIPAA in the United States and the General Data Protection Regulation in the European Union, or GDPR, government enforcement actions and regulatory penalties. Unauthorized access, loss or dissemination could also disrupt our operations, including our ability to process samples, provide test results, share and monitor safety data, bill payers or patients, provide customer support services, conduct research and development activities, process and prepare company financial information, manage various general and administrative aspects of our business and may damage our reputation, any of which could adversely affect our business, financial condition and results of operations. **Geopolitical events and global economic conditions, such as the Israel-Hamas war may impact the third parties that we engage to supply materials or manufacture any products for our preclinical tests and clinical trials, which increases the risk of potential delay of development efforts, as applicable.** If the third parties that we engage to supply any materials or manufacture any products for our preclinical tests and clinical trials should cease to continue to do so for any reason, including due to the effects of global economic conditions, including the Hamas-Israel war, we likely would experience delays in advancing these tests and trials while we identify and qualify replacement suppliers or manufacturers, as applicable, and we may be unable to obtain replacement supplies on terms that are favorable to us. In addition, if we are not able to obtain adequate supplies of our product, or the substances used to manufacture them, it will be more difficult for us to develop our product and compete effectively. Our current and anticipated dependence upon third-party suppliers may adversely affect our ability to develop our product, and product candidates and could delay our clinical trials and development programs as well as affect our marketing and commercialization efforts. In addition, such dependence may increase our costs and expenses, and may otherwise harm our operations and financial condition | 31 | | **Risks Related to Development and Regulatory Approval of Our Product Candidates** **Clinical trials for our product candidates are expensive, time-consuming, uncertain, and susceptible to change, delay or termination. The results of clinical trials are open to differing interpretations.** Clinical trials are expensive, time consuming and difficult to design and implement. Regulatory agencies may analyze or interpret the results differently than us. Even if the results of our clinical trials are favorable, the clinical trials for a number of our product candidates are expected to continue for several years and may take significantly longer to complete. In addition, we, the FDA, or other regulatory authorities, including state and local authorities, or an Institutional Review Board, or IRB, with respect to a trial at its institution, may suspend, delay or terminate our clinical trials at any time, require us to conduct additional clinical trials, require a particular clinical trial to continue for a longer duration than originally planned, require a change to our development plans such that we conduct clinical trials for a product candidate in a different order, e.g., in a step-wise fashion rather than running two trials of the same product candidate in parallel. The suspension, delay or termination could be for various reasons, including: | | | lack of effectiveness of any product candidate during clinical trials; | | | | | | | | | | discovery of serious or unexpected toxicities or side effects experienced by trial participants or other safety issues, such as drug interactions, including those which cause confounding changes to the levels of other concomitant medications; | | | | | | | | | | slower than expected rates of subject recruitment and enrollment rates in clinical trials; | | | | | | | | | | difficulty in retaining subjects who have initiated a clinical trial but may withdraw at any time due to adverse side effects from the therapy, insufficient efficacy, fatigue with the clinical trial process or for any other reason; | | | | | | | | | | delays or inability in manufacturing or obtaining sufficient quantities of materials for use in clinical trials due to regulatory and manufacturing constraints; | | | | | | | | | | inadequacy of or changes in our manufacturing process or product formulation; | | | | | | | | | | delays in obtaining regulatory authorization to commence a trial, including clinical holds or delays requiring suspension or termination of a trial by a regulatory agency, such as the FDA, before or after a trial is commenced; | | | | | | | | | | changes in applicable regulatory policies and regulation, including changes to requirements imposed on the extent, nature, or timing of studies; | | | | | | | | | | delays or failure in reaching agreement on acceptable terms in clinical trial contracts or protocols with prospective clinical trial sites; | | | | | | | | | | uncertainty regarding proper dosing; | | | 32 | | | | | delay or failure to supply product for use in clinical trials which conforms to regulatory specification; | | | | | | | | | | unfavorable results from ongoing pre-clinical studies and clinical trials; | | | | | | | | | | failure of our contract research organizations, or CROs, or other third-party contractors to comply with all contractual requirements or to perform their services in a timely or acceptable manner; | | | | | failure by us, our employees, our CROs or their employees to comply with all applicable FDA or other regulatory requirements relating to the conduct of clinical trials or the handling, storage, security, and recordkeeping; | | | | | | | | | | scheduling conflicts with participating clinicians and clinical institutions; | | | | | failure to design appropriate clinical trial protocols; | | | | | | | | | | insufficient data to support regulatory approval; | | | | | | | | | | inability or unwillingness of medical investigators to follow our clinical protocols; or | | | | | | | | | | difficulty in maintaining contact with patients during or after treatment, which may result in incomplete data. | | Any of the foregoing could have a material adverse effect on our business, results of operations and financial condition. **Any failure by us to comply with existing regulations could harm our reputation and operating results.** We are subject to extensive regulation by U.S. federal and state governments in each of the markets where we have product candidates progressing through the approval process. We must also adhere to all regulatory requirements including FDAs Good Laboratory Practice, Good Clinical Practice, and current Good Manufacturing Practices requirements (cGMP) pharmacovigilance requirements, advertising, and promotion restrictions, reporting and recordkeeping requirements. If we or our suppliers fail to comply with applicable regulations, including FDA pre-or post-approval cGMP requirements, then FDA could sanction us. Even if a drug is FDA-approved, regulatory authorities may impose significant restrictions on a products indicated uses or marketing or impose ongoing requirements for potentially costly post-marketing trials. Telomir-1, and any of our product candidates that may be approved in the U.S. in the future, will be subject to ongoing regulatory requirements for manufacturing, labeling, packaging, storage, distribution, import, export, advertising, promotion, sampling, recordkeeping and submission of safety and other post-market information, including both federal and state requirements in the U.S. In addition, manufacturers and manufacturers facilities are required to comply with extensive FDA requirements, including ensuring that quality control and manufacturing procedures conform to GMP. As such, we, and our contract manufacturers (in the event contract manufacturers are appointed in the future) are subject to continual review and periodic inspections to assess compliance with GMP. Accordingly, we and others with whom we work must continue to spend time, money, and effort in all areas of regulatory compliance, including manufacturing, production, quality control and quality assurance. We will also be required to report certain adverse reactions and production problems, if any, to the FDA, and to comply with requirements concerning advertising and promotion for our products. Promotional communications with respect to prescription drugs are subject to a variety of legal and regulatory restrictions and must be consistent with the information in the products approved label. | 33 | | If a regulatory agency discovers previously unknown problems with a product, such as adverse events of unanticipated severity or frequency, or problems with the facility where the product is manufactured, or disagrees with the promotion, marketing or labeling of the product, it may impose restrictions on that product or us, including requiring withdrawal of the product from the market. If we fail to comply with applicable regulatory requirements, a regulatory agency or enforcement authority may: | | | issue untitled or warning letters; | | | | | | | | | | seek to enjoin our activities; | | | | | | | | | | impose civil or criminal penalties; | | | | | | | | | | suspend regulatory approval; | | | | | | | | | | suspend any of our ongoing clinical trials; | | | | | | | | | | refuse to approve pending applications or supplements to approved applications submitted by us; | | | | | | | | | | impose restrictions on our operations, including by requiring us to enter into a Corporate Integrity Agreement or closing our contract manufacturers facilities, if any; or | | | | | | | | | | seize or detain products or require a product recall. | | In addition, any government investigation of alleged violations of law could require us to expend significant time and resources in response and could generate negative publicity. Any failure to comply with ongoing regulatory requirements may significantly and adversely affect our ability to commercialize and generate revenue from our product candidates. If regulatory sanctions are applied or if regulatory approval is withdrawn, the value of our business and our operating results may be adversely affected. Any action against us for violation of these laws, even if we successfully defend against it, could cause us to incur significant legal expenses, divert our managements attention from the operation of our business and damage our reputation. We expend significant resources on compliance efforts and such expenses are unpredictable and might adversely affect our results. Changing laws, regulations and standards might also create uncertainty, higher expenses and increase insurance costs. As a result, we intend to invest all reasonably necessary resources to comply with evolving standards, and this investment might result in increased management and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. | 34 | | **The regulatory approval processes with the FDA are lengthy and inherently unpredictable.** We are not permitted to market our drug candidates as medicines in the United States or other countries until we receive approval of a New Drug Application (NDA) from the FDA or in any foreign countries until we receive the approval from the regulatory authorities of such countries. Prior to submitting an NDA to the FDA for approval of our drug candidates we will need to have completed our pre-clinical studies and clinical trials and demonstrate that our products meet all applicable standards of identity, strength, quality, and purity throughout their expiration date. Successfully completing any clinical program and obtaining approval of an NDA is a complex, lengthy, expensive, and uncertain process, and the FDA (or other country medicines regulatory body) may delay, limit, or deny approval of product candidates for many reasons, including, among others, because: | | | an inability to demonstrate that our product candidates are safe and effective in treating patients to the satisfaction of the FDA; | | | | | | | | | | results of clinical trials that may not meet the level of statistical or clinical significance required by the FDA; | | | | | | | | | | disagreements with the FDA with respect to the number, design, size, conduct or implementation of clinical trials; | | | | | | | | | | requirements by the FDA to conduct additional clinical trials; | | | | | | | | | | disapproval by the FDA of certain formulations, labeling or specifications of product candidates; | | | | | | | | | | findings by the FDA that the data from pre-clinical studies and clinical trials are insufficient; | | | | | | | | | | findings by the FDA that our API or finished products do not meet all applicable standards of identity, strength, quality, and purity; | | | | | | | | | | the FDA may disagree with the interpretation of data from pre-clinical studies and clinical trials; and | | | | | | | | | | the FDA may change their approval policies or adopt new regulations. | | Any of these factors, many of which are beyond our control, could increase development time and / or costs or jeopardize our ability to obtain regulatory approval for our drug candidates. **There is a high rate of failure for drug candidates proceeding through clinical trials.** Generally, there is a high rate of failure for drug candidates proceeding through clinical trials. We may suffer significant setbacks in our clinical trials similar to the experience of a number of other companies in the pharmaceutical and biotechnology industries, even after receiving promising results in earlier trials. Further, even if we view the results of a clinical trial to be positive, FDA may disagree with our interpretation of the data. In the event that we obtain negative results from clinical trials for product candidates or other problems related to potential chemistry, manufacturing and control issues or other hurdles occur and our product candidates are not approved, we may not be able to generate sufficient revenue or obtain financing to continue our operations, our ability to execute on our current business plan may be materially impaired, our reputation in the industry and in the investment community might be significantly damaged and the price of our common stock could decrease significantly. In addition, our inability to properly design, commence and complete clinical trials may negatively impact the timing and results of our clinical trials and ability to seek approvals for our drug candidates. | 35 | | **If we are found in violation of federal or state fraud and abuse laws, we may be required to pay a penalty and/or be suspended from participation in federal or state health care programs, which may adversely affect our business, financial condition, and results of operations.** In the United States, we are subject to various federal and state health care fraud and abuse laws, including anti-kickback laws, false claims laws and other laws intended to reduce fraud and abuse in federal and state health care programs, which could affect us particularly upon successful commercialization of our products in the U.S. The Medicare and Medicaid Patient Protection Act of 1987, or federal Anti-Kickback Statute, makes it illegal for any person, including a prescription drug manufacturer (or a party acting on its behalf), to knowingly and willfully solicit, receive, offer or pay any remuneration that is intended to induce the referral of business, including the purchase, order or prescription of a particular drug for which payment may be made under a federal health care program, such as Medicare or Medicaid. Under federal law, some arrangements, known as safe harbors, are deemed not to violate the federal Anti-Kickback Statute. Although we seek to structure our business arrangements in compliance with all applicable requirements, it is often difficult to determine precisely how the law will be applied in specific circumstances. Accordingly, it is possible that our practices may be challenged under the federal Anti-Kickback Statute and Federal False Claims Act. Violations of fraud and abuse laws may be punishable by criminal and/or civil sanctions, including fines and/or exclusion or suspension from federal and state health care programs such as Medicare and Medicaid and debarment from contracting with the U.S. government. In addition, private individuals have the ability to bring actions on behalf of the government under the federal False Claims Act as well as under the false claims laws of several states. Many states have adopted laws similar to the federal anti-kickback statute, some of which apply to the referral of patients for health care services reimbursed by any source, not just governmental payers. There are ambiguities as to what is required to comply with these state requirements and if we fail to comply with an applicable state law requirement, we could be subject to penalties. Neither the government nor the courts have provided definitive guidance on the application of fraud and abuse laws to our business. Law enforcement authorities are increasingly focused on enforcing these laws, and it is possible that some of our practices may be challenged under these laws. While we believe we have structured our business arrangements to comply with these laws, it is possible that the government could allege violations of, or convict us of violating, these laws. If we are found in violation of one of these laws, we could be required to pay a penalty and could be suspended or excluded from participation in federal or state health care programs, and our business, results of operations and financial condition may be adversely affected. **Serious adverse events or other safety risks could require us to abandon development and preclude, delay or limit approval of our product candidates, limit the scope of any approved label or market acceptance, or cause the recall or loss of marketing approval of products that are already marketed.** If any of our product candidates prior to or after any approval for commercial sale, cause serious or unexpected side effects, or are associated with other safety risks such as misuse, abuse or diversion, a number of potentially significant negative consequences could result, including: | | | regulatory authorities may interrupt, delay or halt clinical trials; | | | | | | | | | | regulatory authorities may deny regulatory approval of our product candidates; | | | | | | | | | | regulatory authorities may require certain labeling statements, such as warnings or contraindications or limitations on the indications for use, and/or impose restrictions on distribution in the form of a Risk Evaluation and Mitigation Strategy (REMS) in connection with approval or post-approval; | | | | | | | | | | regulatory authorities may withdraw their approval, require more onerous labeling statements, impose a more restrictive REMS, or require us to recall any product that is approved; | | | | | | | | | | we may be required to change the way the product is administered or conduct additional clinical trials; | | | 36 | | | | | our relationships with our collaboration partners may suffer; | | | | | | | | | | we could be sued and held liable for harm caused to patients; or | | | | | | | | | | our reputation may suffer. The reputational risk is heightened with respect to those of our product candidates that are being developed for pediatric indications. | | We may voluntarily suspend or terminate our clinical trials if at any time we believe that they present an unacceptable risk to participants or if preliminary data demonstrate that our product candidates are unlikely to receive regulatory approval or unlikely to be successfully commercialized. Following receipt of approval for commercial sale of a product we may voluntarily withdraw or recall that product from the market if at any time we believe that its use, or a persons exposure to it, may cause adverse health consequences or death. To date we have not withdrawn, recalled, or taken any other action, voluntary or mandatory, to remove an approved product from the market. In addition, regulatory agencies, IRBs, or data safety monitoring boards may at any time recommend the temporary or permanent discontinuation of our clinical trials or request that we cease using investigators in the clinical trials if they believe that the clinical trials are not being conducted in accordance with applicable regulatory requirements, or that they present an unacceptable safety risk to participants. Although we have never been asked by a regulatory agency, IRB, or data safety monitoring board to discontinue a clinical trial temporarily or permanently, if we elect or are forced to suspend or terminate a clinical trial of any of our product candidates, the commercial prospects for that product will be harmed and our ability to generate product revenue from that product may be delayed or eliminated. Furthermore, any of these events may result in labeling statements such as warnings or contraindications. In addition, such events or labeling could prevent us or our partners from achieving or maintaining market acceptance of the affected product and could substantially increase the costs of commercializing our product candidates and impair our ability to generate revenue from the commercialization of these products either by us or by our collaboration partners. **Risks Related to Our Reliance Upon Third Parties** **We rely on, and expect to continue to rely on, third parties to conduct clinical trials for our product candidates. If these third parties do not successfully carry out their contractual duties, comply with regulatory requirements or meet expected deadlines, we may not be able to obtain marketing approval for or commercialize our product candidates, and our business could be substantially harmed.** We are dependent on third parties to conduct our clinical trials and preclinical and nonclinical studies. Specifically, we rely on, and intend to continue to rely on, medical institutions, clinical investigators, contract research organizations, or CROs, and consultants to conduct nonclinical studies and clinical trials, in each case in accordance with our study protocols and applicable regulatory requirements. These CROs, investigators and other third parties play a significant role in the conduct and timing of these studies or trials and the subsequent collection and analysis of data. Though we expect to carefully manage our relationships with our CROs, investigators and other third parties, there can be no assurance that we will not encounter challenges or delays in the future or that these delays or challenges will not have a material adverse impact on our business, financial condition and prospects. Further, while we have and will have agreements governing the activities of our third-party contractors, we have limited influence over their actual performance. Nevertheless, we are responsible for ensuring that each of our clinical trials is conducted in accordance with the applicable protocol and legal, regulatory and scientific standards and requirements, and our reliance on our CROs and other third parties does not relieve us of our regulatory responsibilities. In addition, we and our CROs are required to comply with GLP and GCP requirements, as applicable, which are regulations and guidelines enforced by the FDA and comparable foreign regulatory authorities related to the conduct of nonclinical studies and clinical trials, respectively. Regulatory authorities enforce GCPs through periodic inspections of trial sponsors, principal investigators and trial sites. If we or any of our CROs or trial sites fail to comply with applicable GLP or GCP or other requirements, the collected nonclinical data or the clinical data generated in our clinical trials may be deemed unreliable, and the FDA or comparable foreign regulatory authorities may require us to perform additional nonclinical studies or clinical trials before approving our marketing applications, if ever. Furthermore, our clinical trials must be conducted with materials manufactured in accordance with cGMP regulations. Failure to comply with these regulations may require us to repeat clinical trials, which would delay the regulatory approval process. There is a risk that our CROs, investigators or other third parties will be unable to devote adequate time and resources to such trials or studies or perform as contractually required. If any of these third parties fail to meet expected deadlines, adhere to our clinical protocols or meet regulatory requirements, or otherwise perform in a substandard manner, our clinical trials may be extended, delayed or terminated. In addition, many of the third parties with whom we contract may also have relationships with other commercial entities, including our competitors, for whom they may also be conducting clinical trials or other development activities that could harm our competitive position. In addition, principal investigators for our clinical trials are expected to serve as scientific advisors or consultants to us from time to time and may receive cash or equity compensation in connection with such services. If these relationships and any related compensation result in perceived or actual conflicts of interest, or the FDA concludes that the financial relationship may have affected the interpretation of the study, the integrity of the data generated at the applicable clinical trial site may be questioned and the utility of the clinical trial itself may be jeopardized, which could result in the delay or rejection by the FDA of any NDA we submit. Any such delay or rejection could prevent us from receiving regulatory approval for, or commercializing, Telomir-1 and any future product candidates. | 37 | | Our CROs have the right to terminate their agreements with us in the event of an uncured material breach and under other specified circumstances. If any of our relationships with these third parties terminate, we may not be able to enter into arrangements with alternative third parties on commercially reasonable terms, in a timely manner or at all. Switching or adding CROs, investigators and other third parties involves additional cost and requires our managements time and focus. In addition, there is a natural transition period when a new CRO commences work. As a result, delays occur, which can materially impact our ability to meet our desired clinical development timelines. Though we work to carefully manage our relationships with our CROs, investigators and other third parties, there can be no assurance that we will not encounter challenges or delays in the future or that these delays or challenges will not have a material adverse impact on our business, financial condition and prospects. **We currently rely on a third party for the manufacture of Telomir-1 for clinical development and expect to continue to rely on third parties for the foreseeable future. This reliance on third parties increases the risk that supplies of our product may not be manufactured in accordance with specifications or that we will not have sufficient quantities of Telomir-1 or such quantities at an acceptable cost, which could delay, prevent or impair our development or potential commercialization efforts.** We do not own or operate manufacturing facilities and have no plans to develop our own clinical or commercial-scale manufacturing capabilities. We rely on a third party and expect to continue to rely on third parties for the manufacture of Telomir-1 and related raw materials for clinical development, as well as for commercial manufacture if Telomir-1 receives marketing approval. There is a risk that supplies of our product for use in pre-clinical or clinical testing will not be manufactured in accordance with our specifications, which could render our trial data useless or lead to the creation of compounds which are novel and for which we do not have intellectual property protection. Based on the terms of our contracts with our manufacturers, we may have no recourse against them in the case of such errors. Further, the facilities used by third-party manufacturers to manufacture Telomir-1 must be approved by the FDA and any comparable foreign regulatory authority pursuant to inspections that will be conducted after we submit an NDA to the FDA or make any comparable submission to a foreign regulatory authority. We do not control the manufacturing process of, and are completely dependent on, third-party manufacturers for compliance with cGMP requirements for manufacture of products. If these third-party manufacturers cannot successfully manufacture material that conforms to our specifications and the strict regulatory requirements of the FDA or any comparable foreign regulatory authority, they will not be able to secure and/or maintain regulatory approval for their manufacturing facilities. In addition, we have no control over the ability of third-party manufacturers to maintain adequate quality control, quality assurance and qualified personnel. If the FDA or any comparable foreign regulatory authority does not approve these facilities for the manufacture of Telomir-1 or if it withdraws any such approval in the future, we may need to find alternative manufacturing facilities, which would significantly impact our ability to develop, obtain regulatory approval for or market Telomir-1, if approved. Our failure, or the failure of our third-party manufacturers, to comply with applicable regulations also could result in sanctions being imposed on us, including clinical holds, fines, injunctions, civil penalties, delays, suspension or withdrawal of approvals, seizures or recalls of Telomir-1 or other future products, operating restrictions and criminal prosecutions, any of which could significantly and adversely affect supplies of our products and our financial position. Our or a third partys failure to execute on our manufacturing requirements on commercially reasonable terms, in a timely manner and in compliance with cGMP or other regulatory requirements could adversely affect our business in a number of ways, including: | | | an inability to initiate or complete clinical trials of Telomir-1 or any future product candidates in a timely manner; | | | | | | | | | | delay in submitting regulatory applications, or receiving marketing approvals, for Telomir-1 or any future product candidates; | | | | | | | | | | subjecting third-party manufacturing facilities or our potential future manufacturing facilities to additional inspections by regulatory authorities; | | | | | | | | | | requirements to cease development or to recall batches of Telomir-1 or any future product candidates; and | | | | | | | | | | in the event of approval to market and commercialize Telomir-1 or any future product candidates, an inability to meet commercial demands for Telomir-1 or any future product candidates. | | | 38 | | In addition, we do not have any long-term commitments or supply agreements with any third-party manufacturers. We may be unable to establish any long-term supply agreements with third-party manufacturers or to do so on acceptable terms, which increases the risk of failing to timely obtain sufficient quantities of Telomir-1 or such quantities at an acceptable cost. Even if we are able to establish agreements with third-party manufacturers, reliance on third-party manufacturers entails additional risks, including: | | | failure of third-party manufacturers to comply with regulatory requirements and maintain quality assurance; | | | | | | | | | | breach of the manufacturing agreement by the third party; | | | | | | | | | | failure to manufacture our product candidates according to our specifications; | | | | | | | | | | failure to obtain adequate raw materials and other materials required for manufacturing; | | | | | | | | | | failure to manufacture our product according to our schedule or at all; | | | | | | | | | | failure to successfully scale up manufacturing capacity, if required; | | | | | | | | | | misappropriation of our proprietary information, including any potential trade secrets and know-how; and | | | | | | | | | | termination or nonrenewal of the agreement by the third party at a time that is costly or inconvenient for us. | | Any performance failure on the part of our existing or future manufacturers could delay clinical development or marketing approval or jeopardize our ability to commence or continue commercialization of Telomir-1 or any future product candidates, and any related remedial measures may be costly or time consuming to implement. We do not currently have arrangements in place for redundant supply or a second source for all required raw materials used in the manufacture of our product candidates. If our existing or future third-party manufacturers cannot perform as agreed, we may be required to replace such manufacturers and we may be unable to replace them on a timely basis or at all. Without additional suppliers of required raw materials, we may also be unable to meet the commercial needs of a commercial launch of any future product candidates. In addition, our current and anticipated future dependence upon others for the manufacture of Telomir-1 and any future product candidates may adversely affect our future profit margins and our ability to commercialize any products that receive marketing approval on a timely and competitive basis. **Our existing collaboration arrangements and any that we may enter into in the future may not be successful, which could adversely affect our ability to develop and commercialize our product candidates.** We have existing, and will likely continue to seek additional collaboration arrangements with pharmaceutical or biotechnology companies for the manufacturing, testing, development or commercialization of our product candidates. We may, with respect to our product candidates, enter into new arrangements on a selective basis depending on the merits of retaining commercialization rights for ourselves as compared to entering into selective collaboration arrangements with leading pharmaceutical or biotechnology companies for each product candidate, both in the U.S. and internationally. To the extent that we decide to enter into collaboration agreements, we will face significant competition in seeking appropriate collaborators and the terms of any collaboration or other arrangements that we may establish may not be favorable to us. Any existing or future collaboration entered into may not allow us to achieve our goals for such collaboration on a timely basis or at all. Our collaboration arrangements will depend heavily on the efforts and activities of our collaborators. Collaborators generally have significant discretion in determining the efforts and resources that they will apply to these collaborations. Disagreements between parties to a collaboration arrangement regarding development, intellectual property, regulatory or commercialization matters can lead to delays in the development process or commercialization of the applicable product candidate and, in some cases, termination of the collaboration arrangement. These disagreements can be difficult to resolve if neither of the parties has final decision-making authority. Any such termination or expiration could harm our business reputation and may adversely affect us financially. | 39 | | **Risks Relating to the Ownership of Our Common Stock** **Future sales of our common stock, or the perception that future sales may occur, may cause the market price of our common stock to decline, even if our business is doing well.** Sales of substantial amounts of our common stock in the public market after our IPO, or the perception that these sales may occur, could materially and adversely affect the price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. Those shares of common stock sold in our IPO will be freely tradable, without restriction, in the public market, except for any shares sold to our affiliates. Furthermore, additional shares of our common stock may be publicly tradable as a result of exercises of stock options and restricted stock units (RSUs) under the 2023 Omnibus Incentive Plan. Sales of substantial amounts of our common stock in the public market after the completion of the IPO, or the perception that such sales could occur, could adversely affect the market price of our common stock and could materially impair our ability to raise capital through offerings of our common stock. **Because of the speculative nature of an investment in our company, you may lose your entire investment.** An investment in our securities carries a high degree of risk and should be considered as a speculative investment. We have a very limited operating history, are in the pre-clinical stage of development of our product candidate, have never generated revenues, have not paid dividends, and are unlikely to pay dividends in the immediate or near future. The likelihood of our being able to achieve our goals and run our business must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the establishment of early-stage biotechnology companies. An investment in our securities may result in the loss of the entirety of such investment. Only stockholders and potential stockholders who are experienced in high-risk investments and who can afford to lose their entire investment should consider an investment in our securities. **Certain of our founding stockholders, plus our existing officers and directors, control a substantial interest in us and thus may influence certain actions requiring stockholder vote.** Our founding stockholders, which include five trusts for the benefit of the family of our founder Johnnie R. Williams, Sr., as well as MIRALOGX, collectively own of our issued and outstanding common stock. Brian McNulty acts as the trustee for such trusts. Our officers and directors also own shares of our common stock. Therefore, these entities and individuals could influence the outcome of matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. **Sales of a significant number of shares of our common stock in the public markets, or the perception that such sales could occur, could depress the market price of our common stock.** Sales of a significant number of shares of our common stock in the public markets, or the perception that such sales could occur as a result of our utilization of a universal shelf registration statement or otherwise could depress the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities. Notably, a large number of shares of our common stock held by founding stockholders of our company have been registered for public resale and could be sold on the public market, depressing our stock price. Moreover, we cannot in general predict the effect that future sales of our common stock or the market perception that we are permitted to sell a significant number of our securities would have on the market price of our common stock. **The requirements of being a public company may strain our resources, divert managements attention and affect our ability to attract and retain executive management and qualified board members.** As a reporting issuer, we are subject to the reporting requirements of applicable securities legislation of the jurisdiction in which it is a reporting issuer, the listing requirements of Nasdaq and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on its systems and resources. Applicable securities laws will require us to, among other things, file certain annual and quarterly reports with respect to its business and results of operations. In addition, applicable securities laws require us to, among other things, maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve its disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight are required. Specifically, due to the increasing complexity of its transactions, it is anticipated that we will improve our disclosure controls and procedures and internal control over financial reporting primarily through the continued development and implementation of formal policies, improved processes and documentation procedures, as well as the continued sourcing of additional finance resources. As a result, managements attention may be diverted from other business concerns, which could harm our business and results of operations. To comply with these requirements, we may need to hire more employees in the future or engage outside consultants, which will increase costs and expenses. | 40 | | In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to continue to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of managements time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us, which could adversely affect our business and financial results. As a public company subject to these rules and regulations, we may find it more expensive for it to obtain director and officer liability insurance, and it may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on its Audit Committee and Compensation Committee, and qualified executive officers. As a result of disclosure of information in filings required of a public company, our business and financial condition will become more visible, which may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and results of operations could be harmed, and even if the claims do not result in litigation or are resolved in its favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and harm its business and results of operations. **We are an emerging growth company and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make shares of our common stock less attractive to investors.** We are an emerging growth company, as defined in Section 2(a) of the Securities Act. For as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company until the fifth anniversary of the fiscal year end date following the completion of our initial public offering, however, our status would change more quickly if we have more than US$1.235 billion in annual revenue, if the market value of our shares of common stock held by non-affiliates equals or exceeds US$700 million as of June 30 of any year, or we issue more than US$1.0 billion of non-convertible debt over a three-year period before the end of that period. Investors could find our shares less attractive if we choose to rely on these exemptions. If some investors find shares less attractive as a result of any choice to reduce future disclosure, there may be a less active trading market for our shares and our share price may be more volatile. For as long as we are an emerging growth company, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal controls over financial reporting pursuant to Section 404. We could be an emerging growth company until the fifth anniversary of the fiscal year end date following our initial public offering, which became effective on February 9, 2024. An independent assessment of the effectiveness of our internal controls could detect problems that our managements assessment might not. Undetected material weaknesses in our internal controls could lead to financial statement restatements and require us to incur the expense of remediation. If we identify material weaknesses in our internal control over financial reporting, or if we are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our securities could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities, which could require additional financial and management resources. | 41 | | **We are a smaller reporting company and, even if we no longer qualify as an emerging growth company, we may still be subject to reduced reporting requirements.** Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either: (i) the market value of our shares of common stock held by non-affiliates does not equal or exceed $250 million as of the prior June 30th; or (ii) our annual revenues did not equal or exceed $100 million during such completed fiscal year. To the extent we take advantage of such reduced disclosure obligations, it may also make the comparison of our financial statements with other public companies difficult or impossible. **If we fail to maintain compliance with Nasdaq Listing Rules, our shares may be delisted from Nasdaq, which would result in a limited trading market for our shares and make obtaining future debt or equity financing more difficult for the Company.** Our common stock is listed on the Nasdaq Capital Market under the symbol TELO. However, there is no assurance that we will be able to continue to maintain our compliance with the Nasdaq continued listing requirements. If we fail to do so, our securities may be de-listed and cease trading on Nasdaq. As a result, selling our securities could be more difficult because smaller quantities of shares or warrants would likely be bought and sold, transactions could be delayed, and security analysts coverage of us may be reduced. In addition, in the event our securities are delisted, broker-dealers would face certain regulatory requirements which may discourage them from effecting transactions in the securities and further limit the liquidity of the securities. These factors could result in lower prices and larger spreads in the bid and ask prices for the securities. Such delisting from Nasdaq and continued or further declines in the share price of the securities could also greatly impair our ability to raise additional necessary capital through equity or debt financing and could significantly increase the ownership dilution to shareholders caused by our issuing equity in financing or other transactions. **If our shares were to be delisted from Nasdaq, they may become subject to the SECs penny stock rules.** Delisting from Nasdaq may cause the securities of the Company to become subject to the SECs penny stock rules. The SEC generally defines a penny stock as an equity security that has a market price of less than $5.00 per share or an exercise price of less than $5.00 per share, and that is not listed on a national securities exchange, such as Nasdaq subject to certain exemptions. Therefore, if shares of our common stock were to be delisted from Nasdaq, the securities of the Company could become subject to the SECs penny stock rules. These rules require, among other things, that any broker engaging in a purchase or sale of our securities provide its customers with: (i) a risk disclosure document, (ii) disclosure of market quotations, if any, (iii) disclosure of the compensation of the broker and its salespersons in the transaction, and (iv) monthly account statements showing the market values of our securities held in the customers accounts. A broker would be required to provide the bid and offer quotations and compensation information before effecting the transaction. This information must be contained in the customers confirmation. Generally, brokers are less willing to affect transactions in penny stocks due to these additional delivery requirements. These requirements may make it more difficult for shareholders to purchase or sell the shares of our common stock. Since the broker, not us, prepares this information, we would not be able to assure that such information is accurate, complete or current. **Some provisions of Florida law and our amended and restated articles of incorporation and amended and restated bylaws may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our shareholders and may prevent attempts by our shareholders to replace or remove our current management.** Our status as a Florida corporation and the anti-takeover provisions of the Florida Business Corporation Act, which we sometimes refer to as the FBCA, may discourage, delay or prevent a change in control even if a change in control would be beneficial to our shareholders. The control share acquisition statute, Section 607.0902 of the FBCA, generally provides that in the event a person acquires voting shares of the company in excess of 20% of the voting power of all of our issued and outstanding shares, such acquired shares will not have any voting rights unless such rights are restored by the holders of a majority of the votes of each class or series entitled to vote separately, excluding shares held by the person acquiring the control shares or any of our officers or employees who are also directors of the company. Certain acquisitions of shares are exempt from these rules, such as shares acquired pursuant to the laws of intestate succession or pursuant to a gift or testamentary transfer, pursuant to a merger or share exchange effected in compliance with the FBCA if we are a party to the agreement, or pursuant to an acquisition of our shares if the acquisition has been approved by our board of directors before the acquisition. The control share acquisition statute generally applies to any issuing public corporation, which means a Florida corporation which has: | | | One hundred or more shareholders; | | | | | | | | | | Its principal place of business, its principal office, or substantial assets within Florida; and | | | | | | | | | | Either (i) more than 10% of its shareholders are resident in Florida; (ii) more than 10% of its shares are owned by residents of Florida; or (iii) one thousand shareholders are resident in Florida. | | | 42 | | The affiliated transaction (or so-called business combination) statute, Section 607.0901 of the FBCA, provides that we may not engage in certain mergers, consolidations, sales of assets, issuances of stock, reclassifications, recapitalizations, and other affiliated transactions with any interested shareholder for a period of three years following the time that such shareholder became an interested shareholder, unless: | | | Prior to the time that such shareholder became an interested shareholder, our board of directors approved either the affiliated transaction or the transaction which resulted in the shareholder becoming an interested shareholder; or | | | | | | | | | | Upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of our voting shares outstanding at the time the transaction commenced; or | | | | | | | | | | At or subsequent to the time that such shareholder became an interested shareholder, the affiliated transaction is approved by our board of directors and authorized at an annual or special meeting of shareholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting shares which are not owned by the interested shareholder. | | An interested shareholder is generally defined as any person who is the beneficial owner of more than 15% of our outstanding voting shares. The voting requirements set forth above do not apply to a particular affiliated transaction if one or more conditions are met, including, but not limited to, the following: if the affiliated transaction has been approved by a majority of our disinterested directors; if we have not had more than 300 shareholders of record at any time during the three years preceding the date the affiliated transaction is announced; if the interested shareholder has been the beneficial owner of at least 80% of our outstanding voting shares for at least three years preceding the date the affiliated transaction is announced; or if the consideration to be paid to the holders of each class or series of voting shares in the affiliated transaction meets certain requirements of the statute with respect to form and amount, among other things. Both the control share acquisition statute and the affiliated transactions statute may have the effect of discouraging or preventing certain change of control or takeover transactions involving us. In addition, our amended and restated articles of incorporation and amended and restated bylaws contain provisions that may make it more difficult for a third party to acquire us or increase the cost of acquiring us, even if doing so would benefit our shareholders, including transactions in which shareholders might otherwise receive a premium for their shares. These provisions include: | | | nothing in our amended and restated articles of incorporation precludes future issuances without shareholder approval of the authorized but unissued shares of our common stock; | | | | | | | | | | advance notice procedures apply for shareholders to nominate candidates for election as directors or to bring matters before an annual meeting of shareholders; | | | | | | | | | | a special meeting of shareholders can only be called by our chairman of the board of directors, our chief executive officer, our president (in the absence of a chief executive officer), a majority of our board of directors or the holders of 10% or more of all of our votes entitled to be cast on any issue proposed to be considered at the special meeting of shareholders; | | | | | | | | | | no provision in our amended and restated articles of incorporation or amended and restated bylaws provides for cumulative voting, which limits the ability of minority shareholders to elect director candidates; directors will only be able to be removed for cause; | | | 43 | | | | | our amended and restated articles of incorporation authorize undesignated preferred stock, the terms of which may be established and shares of which may be issued, without the approval of the holders of our capital stock; and | | | | | | | | | | certain litigation against us can only be brought in Florida. | | These provisions could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for you and other shareholders to elect directors of your choosing and cause us to take corporate actions other than those you desire. See Description of Capital Stock. **Our amended and restated bylaws designate the state courts located within the state of Florida as the exclusive forum for substantially all disputes between us and our shareholders and the federal district courts as the exclusive forum for Securities Act claims, which could limit our shareholders ability to obtain a favorable judicial forum for disputes with us.** Our amended and restated bylaws provide that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers or other employees to us or our shareholders, (iii) any action arising pursuant to any provision of the FBCA, our amended and restated articles of incorporation or our amended and restated bylaws, or (iv) any other action asserting a claim that is governed by the internal affairs doctrine shall be a state court located within the state of Florida (or, if a state court located within the state of Florida does not have jurisdiction, the federal district court for the Middle District of Florida); provided that, the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act, or to any claim for which the federal courts have exclusive jurisdiction. Our amended and restated bylaws also provide that, unless we consent in writing to the selection of an alternative forum, the U.S. federal district courts shall be the exclusive forum for the resolution of any claims arising under the Securities Act. Under the Securities Act, federal and state courts have concurrent jurisdiction over all suits brought to enforce any duty or liability created by the Securities Act, and our stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims arising under the Securities Act. By becoming a shareholder in our company, you will be deemed to have notice of and have consented to the provisions of our amended and restated bylaws related to choice of forum. The choice of forum provisions in our amended and restated bylaws may limit our shareholders ability to obtain a favorable judicial forum for disputes with us. Additionally, the enforceability of choice of forum provisions in other companies governing documents has been challenged in legal proceedings, and it is possible that, in connection with any applicable action brought against us, a court could find the choice of forum provisions contained in our amended and restated bylaws to be inapplicable or unenforceable in such action. If so, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition. **Securities or industry analysts may not regularly publish reports on us, which could cause the price of our securities or trading volumes to decline.** The trading market for our securities could be influenced by research and reports that industry and/or securities analysts may publish about us, our business, the market or our competitors. We do not have any control over these analysts and cannot be assured that such analysts will cover us or provide favorable coverage. If any of the analysts who may cover our business change their recommendation regarding our securities adversely, or provide more favorable relative recommendations about our competitors, the price of our securities would likely decline. If any analysts who may cover our business were to cease coverage or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the price of our securities or trading volumes to decline. **We will likely conduct further offerings of our equity securities in the future, in which case your proportionate interest may become diluted.** We will likely be required to conduct equity offerings in the future to finance our current projects or to finance subsequent projects that we decide to undertake. If our common stock shares are issued in return for additional funds, the price per share could be lower than that paid by our current shareholders. We anticipate continuing to rely on equity sales of our common stock shares in order to fund our business operations. If we issue additional common stock shares or securities convertible into shares of our common stock, your percentage interest in us could become diluted. | 44 | | **We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our common stock, which could depress the price of our common stock.** Our certificate of incorporation authorizes us to issue one or more series of preferred stock. Our board of directors will have the authority to determine the preferences, limitations and relative rights of the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our shareholders. Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of our common stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discouraging bids for our common stock at a premium to the market price, and materially adversely affect the market price and the voting and other rights of the holders of our common stock. **We have never declared or paid any cash dividends or distributions on our capital stock. We do not anticipate paying any cash dividends on our common stock in the foreseeable future.** We have never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings, if any, to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future. The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend. **Risks Related to the planned merger with TELI** **Because TELI has a limited operating history, you may not be able to accurately evaluate TELIs operations.** **** TELI has had no operations to date, and therefore, TELI has a limited operating history upon which to evaluate the merits of investing in TELI. Potential investors should be aware of the difficulties normally encountered by new companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications, and delays encountered in connection with the operations that TELI plans to undertake. These potential problems include, but are not limited to, unanticipated problems relating to the ability to generate sufficient cash flow to operate TELIs business, and additional costs and expenses that may exceed current estimates. TELI expects to continue to incur significant losses into the foreseeable future. TELI recognizes that if the effectiveness of its business plan is not forthcoming, it will not be able to continue business operations. There is no history upon which to base any assumption as to the likelihood that TELI will prove successful, and it is doubtful that TELI will generate any operating revenues or ever achieve profitable operations. If TELI is unsuccessful in addressing these risks, TELIs business will most likely fail. **TELI is an early development-stage company with no revenues.** As a very early development-stage enterprise that is focused on the development of a pre-clinical pharmaceutical product, TELI has generated no revenue to date. There can be no assurance that TELI will be successful in obtaining sufficient funding on terms acceptable to it to fund continuing operations, if at all, identify and enter into any strategic transactions that will provide the capital that TELI will require or achieve the other strategies to alleviate the conditions that raise substantial doubt about TELIs ability to continue as a going concern. The failure to obtain sufficient capital on acceptable terms when needed may require TELI to delay, limit, or eliminate the development of business opportunities and TELIs ability to achieve its business objectives. Any of such failures will materially adversely affect TELIs competitiveness, and TELIs business, financial condition, and results of operations. In addition, the perception that TELI may not be able to continue as a going concern may cause others to choose not to deal with it due to concerns about TELIs ability to meet TELIs contractual obligations. **TELI has significant and increasing liquidity needs and will require additional funding.** Research and development, general and administrative expenses and cash used for operations will continue to be significant and may increase substantially in the future in connection with new research and development initiatives and continued product commercialization efforts. Following the Merger, the combined company will need to raise additional capital to fund its operations, continue clinical trials to support potential regulatory approval of marketing applications and to fund commercialization of its products. **Operating results may vary significantly in future periods.** Following the Merger, the combined companys operating and financial results are likely to fluctuate significantly in the future. TELIs operating and financial results are unpredictable and may fluctuate, for among other reasons, due to: | | TELIs achievement of product development objectives and milestones; | | | 45 | | | | clinical trial enrollment and expenses; | | | | research and development expenses; and | | | | the timing and nature of contract manufacturing and contract research payments. | | In addition, a high portion of TELIs costs are determined on an annual basis, due in part to TELIs significant research and development costs. Thus, increases in TELIs costs could disproportionately affect financial results in a quarter. Other factors, including non-cash expenses associated with financing activity, could also lead to fluctuations in TELIs results of operations. Because of these factors, TELIs operating and financial results in one or more future quarters may fail to meet the expectations of securities analysts or investors, which could cause TELOs share price to decline. **** **TELI has yet to generate revenues or achieve a profit and may not generate revenue or achieve a profit for many years, if at all.** TELI has not yet produced any revenues or profit and may not for many years, if at all. TELIs ability to generate revenue is dependent on the receipt of regulatory approval of TELIs product candidates, which will take years to achieve and may not be obtained. We therefore cannot assure you TELI will be able to ever generate sufficient revenue to pay for TELIs expenses or achieve profitability. TELIs ability to continue as a going concern in the future is dependent upon raising capital from financing transactions and keeping operating expenses below TELIs revenue levels in order to achieve positive cash flows, none of which can be assured. **TELI does not own rights to Telomir-1** **** All of TELIs rights in Telomir-1 are granted to it under a license (License) from MIRALOGX LLC, a Florida corporation (Licensor), so TELI does not have an ownership interest in Telomir-1. The License gives TELI the right to make, use and sell Telomir-1 outside the United States. If TELI breaches the License or if the Licensor goes bankrupt, TELI could lose its rights to Telomir-1 and all of such rights would revert back to the Licensor. Further, Licensor will control the process of applying for and obtaining any patents or other intellectual property rights in Telomir-1, all at the expense of TELI. All of such patents and intellectual rights will be owned by Licensor, subject to TELIs rights under the License. Furthermore, TELI has no control over the patent prosecution strategy, which is fully managed by the Licensor. **TELIs rights to Telomir-1 are subject to royalties.** **** TELI entered into an exclusive licensing agreement with MIRALOGX for the licensing by MIRALOGX to TELI the international commercial rights of Telomir-1 (the Telomir-1 Licensing Agreement) in the United States, Mexico and Canada. Under the Telomir-1 Licensing Agreement TELI will owe MIRALOGX a royalty of 8% on all revenue it receives from Telomir-1, with a minimum annual royalty of $250,000 that begins in the first year that there is any revenue from Telomir-1. This $250,000 will be owed even if in any later year there is no revenue from Telomir-1 or if the 8% royalty rate on actual revenues yields less than $250,000. TELIs failure to pay minimum royalties in any year would be a breach of the Telomir-1 Licensing Agreement and such breach would let the Licensor terminate TELIs rights to Telomir-1. **Conflicts of interest may arise between TELI and MIRALOGX.** MIRALOGX is the licensor of TELIs rights to Telomir-1. MIRALOGX is a separate intellectual property development company owned by the Bayshore Trust. The Bayshore Trust is also TELIs largest stockholder. MIRALOGX is 100% owned by the Bayshore Trust. TELIs relationship with MIRALOGX and the Bayshore Trust may create, or may create the appearance of, conflicts of interest when TELI is faced with decisions that benefit MIRALOGX but do not benefit other holders of TELO Common Stock. Furthermore, in light of the license agreement that TELI has with MIRALOGX, if a dispute were to arise between MIRALOGX and TELO relating to TELIs past or future relationship with MIRALOGX or with respect to intellectual property matters, there could be a conflict of interest that may make it more difficult for TELI to resolve such disputes on terms that are acceptable to TELI. **TELIs product candidates, if approved, may not achieve the expected market acceptance and, consequently, limit TELIs ability to generate revenue.** Even when product development is successful and regulatory approval has been obtained, TELIs ability to generate sufficient revenue depends on the acceptance of its products by physicians and patients. There is no assurance that TELIs product candidates will achieve the expected level of market acceptance and revenue if and when they obtain the requisite regulatory approvals. The market acceptance of any product depends on a number of factors, including the indication statement and warnings required by regulatory authorities in the product label. Market acceptance can also be influenced by continued demonstrations of efficacy and safety in commercial use, physicians willingness to prescribe the product, reimbursement from third-party payers such as government health care programs and private third-party payers, the price of the product, the nature of any post-approval risk management activities mandated by regulatory authorities, competition, and marketing and distribution support. Further, an ineffective or inefficient distribution model at launch may lead to the inability to fulfill demand, and consequently a loss of revenue. Any factors preventing or limiting the market acceptance of TELIs products could have a material adverse effect on TELIs business, results of operations and financial condition. | 46 | | **If the price for any future approved products decreases or if government and other third-party payers do not provide coverage and adequate reimbursement levels, TELIs revenue and prospects for profitability will suffer.** **** Patients who are prescribed medicine for the treatment of their conditions generally rely on third-party payers to reimburse all or part of the costs associated with their prescription drugs. Reimbursement systems in international markets vary significantly by country and by region, and reimbursement approvals generally must be obtained on a country-by-country basis. Coverage and adequate reimbursement from governmental healthcare programs, such as Medicare and Medicaid, and commercial payers is critical to new product acceptance. Coverage decisions may depend upon clinical and economic standards that disfavor new drug products when more established or lower-cost therapeutic alternatives are already available or subsequently become available. Even if TELI obtains coverage for products TELI may market, the resulting reimbursement payment rates may require co-payments that patients find unacceptably high. Patients may not use TELIs products if coverage is not provided, or reimbursement is inadequate to cover a significant portion of their cost. In addition, the market for TELIs products will depend significantly on access to third-party payers drug formularies or lists of medications for which third-party payers provide coverage and reimbursement. The industry competition to be included in such formularies often leads to downward pricing pressures on pharmaceutical companies. Also, third-party payers may refuse to include a particular branded drug in their formularies or otherwise restrict patient access to a branded drug when a less costly generic equivalent or other alternative is available, even if not approved for the indications for which TELIs products are approved. Third-party payers or governmental or commercial entities are developing increasingly sophisticated methods of controlling healthcare costs. The current environment is putting pressure on companies to price products below what they may feel is appropriate. Selling TELIs products at less than an optimized price could impact its revenues and overall success as a company. It will be difficult to determine the optimized price for TELIs products. In addition, in the U.S., no uniform policy of coverage and reimbursement for drug products exists among third-party payers. Therefore, coverage and reimbursement for its products may differ significantly from payer to payer. As a result, the coverage determination process is often a time-consuming and costly process that will require TELI to provide scientific and clinical support for the use of its products to each payer separately, with no assurance that coverage will be obtained. If TELI is unable to obtain coverage of, and adequate payment levels for, products we may market to third-party payers, physicians may limit how much or under what circumstances they will prescribe or administer them, and patients may decline to purchase them. This in turn could affect TELIs ability to successfully commercialize products we may market, and thereby adversely impact TELIs profitability, results of operations, financial condition, and future success. In addition, where TELI has chosen to collaborate with a third party on product candidate development and commercialization, TELIs partner may elect to reduce the price of its products in order to increase the likelihood of obtaining reimbursement approvals. In many countries, products cannot be commercially launched until reimbursement is approved and the negotiation process in some countries can exceed 12 months. In addition, pricing and reimbursement decisions in certain countries can be affected by decisions taken in other countries, which can lead to mandatory price reductions and/or additional reimbursement restrictions across a number of other countries, which may thereby adversely affect TELIs sales and profitability. In the event that countries impose prices that are not sufficient to allow TELI or its partners to generate a profit, TELIs partners may refuse to launch the product in such countries or withdraw the product from the market, which would adversely affect sales and profitability. Events, such as price decreases, government mandated rebates or unfavorable reimbursement decisions, could affect the pricing and reimbursement of TELIs products and its other product candidates and could have a material adverse effect on TELIs business, reputation, results of operations and financial condition. **TELI expects to face intense competition, often from companies with greater resources and experience.** Demand for TELIs product candidates will likely be dependent on a number of social, political, legislative, and economic factors that are beyond its control. While we believe that there will be a demand for such drugs, and that the demand will grow, there is no assurance that such demand will happen, that we will benefit from any demand or that its business, in fact, will ever generate revenues from its drug development programs or become profitable. The emerging markets for product candidates like TELIs and related medical research and development are and will likely remain competitive. The development and commercialization of drugs and medicines is highly competitive. TELI competes with a variety of multinational pharmaceutical companies and specialized biotechnology companies, as well as products and processes being developed by universities and other research institutions. Many of TELIs competitors have developed, are developing, or will develop drugs and processes which may be competitive with TELIs drug candidates. Competitive therapeutic treatments include those that have already been approved by medicines regulators and accepted by the medical community and any new treatments that may enter the market. For some of TELIs drug development programs / areas of therapeutic interest, other treatment options are currently available, under development, and may become commercially available in the future. If any of TELIs product candidates are approved for the diseases and conditions TELI is currently pursuing, they may compete with a range of medicines or therapeutic treatments that are either in development, will be developed in the future or currently marketed. Established companies may have a competitive advantage over TELI due to their size and experience, financial resources, and institutional networks. Many of TELIs competitors may have significantly greater financial, technical, and human resources than TELI does. Due to these factors, TELIs competitors may have an advantage in marketing their approved drugs and may obtain regulatory approval of their drug candidates before TELI is able to, which may limit its ability to develop or commercialize TELIs drug candidates. TELIs competitors may also develop drugs / medicines that are safer, more effective, more widely used and less expensive than TELIs. These advantages could materially impact TELIs ability to develop and, if approved, commercialize TELIs product candidates successfully. Furthermore, some of these competitors may make acquisitions or establish collaborative relationships among themselves or with third parties to increase their ability to rapidly gain market share. | 47 | | Moreover, as generic versions of drug products enter the market, the price for such medicines may be expected to decline rapidly and substantially. Even if Telomir-1 is the first to obtain FDA approval of one of its product candidates, the future potential approval of generics could adversely affect the price TELI is able to charge, and the profitability of TELIs product(s) will likely decline. Mergers and acquisitions in the pharmaceutical and biotechnology industries may result in more resources being concentrated among a smaller number of TELIs competitors. Smaller and other early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. These companies may compete with TELI in recruiting and retaining qualified scientific, management and commercial personnel, utilizing contract manufacturing facilities or contract research organizations (CROs), or establishing clinical trial sites and subject registration for clinical trials, as well as in acquiring technologies complementary to TELIs research projects. **There are several conflicts of interests inherent in the Merger.** **** Several beneficial owners of TELI, are also related parties of Telomir. For example, our Chief Executive Officer, Erez Aminov, and owner of 5,369,860 shares of Telomir also holds a beneficial ownership interest of 7,919,710 shares, or 23%, on a fully diluted basis, of TELI. Furthermore, shares of Telomir are held by several trusts or individuals, also own shares of TELI. Specifically, (i) Bayshore Trust, holders of 5,406,431 shares of TELO, on a fully diluted basis, hold 10,798,767 shares of Telomir, or 31.4% on a fully diluted basis, and (ii) the Celeste J Williams Lifetime QTIP Trust holds of 1,853,659 shares of TELO and 1,000,000, or 2.9% shares of Telomir.Following the Merger, Mr. Aminov and Bayshore Trust are expected to each beneficially own 13,289,570 and 16,205,198 shares of Telomir, respectively, or 19.32% and 23.56% shares of Telomir respectively. Furthermore, several of the parties in the Merger are related by marriage. For example, Erez Aminov, CEO of each of TELI and Telomir, is the son-in-law of Jonny Williams Sr., the beneficiary of the Bayshore Trust, and the largest shareholder of TELO, Telomir and the primary owner of MIRALOGX LLC, the licensor of Telomir-1 to each of TELI and Telomir. Additionally, in connection with the approval of the Merger, the Board previously adopted an Executive Compensation Plan that provides for certain performance-based compensation arrangements for executive officers, including Erez Aminov, the Chief Executive Officer of TELO. These arrangements may be tied to the successful completion and overall value of the Merger.This would be separate from the shares of TELI Common Stock issued to Mr. Aminov in connection with the Merger. **Following the Merger, the TELI shareholders may potentially own a majority of TELO.** Following the issuance of the Merger Share Consideration, at the Closing, pre-Merger holders of TELI may potentially own a majority of the post-Merger TELO shares. Accordingly, after the completion of the Merger, the current stockholders of TELI will own a smaller percentage of the post-Merger combined company than their ownership of their respective companies prior to the Merger. Immediately after the Merger, TELO securityholders as of immediately prior to the Merger are currently estimated to own approximately 50% of the outstanding shares of the post-Merger company on a fully-diluted basis and former TELI securityholders are currently estimated to own approximately 50% of the outstanding shares of the combined post-Merger company on a fully-diluted basis. **There is no assurance when or if the Merger will be completed.** The completion of the Merger is subject to the satisfaction or waiver of a number of conditions as set forth in the Merger Agreement, including, among others, the receipt of the TELO Stockholder Approval. Further, at the time of the completion of the Merger, under the terms of the Merger Agreement, TELI must have cash and marketable securities valued at $1 million. There can be no assurance that any conditions, consents, clearances or approvals necessary or advisable to be obtained in connection with the Merger will be obtained in a timely manner or at all, or whether they will be subject to actions, conditions, limitations or restrictions that may jeopardize or delay the completion of the Transaction, materially reduce or delay the anticipated benefits of the Merger or allow the parties to terminate the Merger Agreement. The Merger Agreement may be terminated in certain circumstances, including, among others, if the Merger has not been completed by the outside date of June 30, 2026 or if a governmental entity of competent jurisdiction has issued or granted an order, judgment, decree, ruling or injunction that results in a permanent restraint that has become final and nonappealable or imposes, as a final and nonappealable condition. See *The Merger AgreementTermination.* **The price of TELOs common stock is subject to fluctuations** The market price of TELO Common Stock is subject to general price fluctuations in the market for publicly traded equity securities and has experienced volatility in the past. Stock price changes may result from a variety of factors, including, among others, general market and economic conditions, changes in the businesses, operations and prospects of TELI, and an evolving regulatory landscape. Market assessments of the benefits of the Merger and the likelihood that the Merger will be completed, as well as general and industry specific market and economic conditions, may also impact the market price of TELI Common Stock. Many of these factors are beyond TELIs control. You are encouraged to obtain current market price quotations for TELO Common Stock before you determine how to vote on the Merger. | 48 | | **The Merger may be time-consuming to complete and may not be completed in a timely manner, or at all, due to pending or potential litigation or regulatory challenges.** **** The proposed Merger and related transactions may be challenged in court by shareholders or other interested parties. While management believes any such claims would be without merit, we may be subject to various lawsuits or other legal proceedings, including but not limited to shareholder class action lawsuits alleging breaches of fiduciary duties related to the proposed transaction structure, valuation, conflicts of interest or disclosure. Responding to and defending against these claims can be time-consuming, expensive, and could divert managements attention and resources away from day-to-day business operations. Further, government agencies, including antitrust authorities, may seek to block, delay, or impose conditions on the Merger. These regulatory reviews and filings are a common aspect of mergers and acquisitions and are subject to significant costs, including substantial legal fees and potential judgments or settlements; transaction delays or the inability to close the merger on the contemplated terms; the imposition of burdensome conditions or restrictions on the combined companys operations; or the termination of the Merger agreement altogether, which could have a material adverse effect on our business, financial condition, and stock price. **Item 1B. Unresolved Staff Comments.** None. **Item 1C. Cybersecurity.** We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K. These risks include, among other things: operational risks, intellectual property theft, fraud, extortion, harm to employees and violation of data privacy or security laws. Identifying and assessing cybersecurity risk is integrated into our overall risk management systems and processes. Cybersecurity risks related to our business, technical operations, privacy and compliance issues are identified and addressed through a multi-faceted approach including third party assessments, internal IT Audit, IT security, governance, risk and compliance reviews. To defend, detect and respond to cybersecurity incidents, we, among other things: conduct proactive privacy and cybersecurity reviews of systems and applications, audit applicable data, conduct employee training, monitor emerging laws and regulations related to data protection and information security and implement appropriate changes. Our risk management program also assesses third party risks, and we perform third-party risk management to identify and mitigate risks from third parties such as vendors, suppliers, and other business partners associated with our use of third-party service providers. Cybersecurity risks are evaluated when determining the selection and oversight of applicable third-party service providers and potential fourth-party risks when handling and/or processing our employee, business or customer data. **Item 2. Description of Property.** Our former corporate headquarters was located in Baltimore, Maryland, which included a lease for office space. This lease began in November 2022 and expired in April 2024. The lease was not renewed. We moved all corporate related activities in April 2024 to a shared office space in Tampa, Florida, see Note 5. In September 2024, we decided to no longer utilize the shared space and moved to a virtual office model. As of October 1, 2024, we have not had a physical office space. **Item 3. Legal Proceedings.** None **Item 4. Mine Safety Disclosures.** Not applicable. | 49 | | **PART II** **Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.** **Market Information** Our common stock is listed on The Nasdaq Capital Market under the symbol TELO and began trading February 9, 2024. **Holders of Common Stock** As of March 9, 2026, we had approximately 58 holders of record of our common stock. No cash dividends have been paid on the common stock to date. A significant number of shares of our common stock are held in either nominee name or street name brokerage accounts, and consequently, we are unable to determine the total number of beneficial owners of our common stock. **Dividends** We have not paid any cash dividends on our common stock to date and do not anticipate paying any cash dividends on our common stock in the foreseeable future. We intend to retain earnings, if any, for the future operation and expansion of our business. Any determination to pay cash dividends in the future will be at the discretion of our board of directors and will depend upon our results of operations, cash requirements, financial condition, contractual restrictions, restrictions imposed by applicable laws and other factors that our board of directors may deem relevant **Unregistered Sales of Equity Securities and Use of Proceeds** We have previously disclosed all sales of securities without registration under the Securities Act of 1933, as amended. **Issuer Purchases of Equity Securities** None **Item 6. [Reserved]** | 50 | | **Item 7.** **MANAGEMENTS DISCUSSION AND ANALYSIS OF** **FINANCIAL CONDITION AND RESULTS OF OPERATIONS** *The following discussion and analysis provide information which our management believes is relevant to an assessment and understanding of our results of operations and financial condition. You should read the following discussion and analysis of our results of operations and financial condition together with our financial statements and related notes and other information included elsewhere in this Annual Report.* *In addition to historical financial information, this discussion contains forward-looking statements based upon our current expectations that involve risks and uncertainties. Our actual results could differ materially from such forward-looking statements as a result of various factors, including those set forth under Risk Factors and Cautionary Note Regarding Forward-Looking Statements included elsewhere in this Annual Report. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.* **Overview** **** We are a preclinical-stage pharmaceutical company focused on the development of novel small-molecule therapeutics targeting age-related diseases and oncology. Our lead investigational candidate, Telomir-1, is a small molecule metal ion regulator designed to modulate intracellular metal homeostasis. Dysregulation of metal ions, including iron, copper, zinc, and calcium, has been implicated in cellular aging processes as well as in tumor cell proliferation, oxidative stress, and other oncogenic pathways. By influencing intracellular metal balance, Telomir-1 may affect biological mechanisms relevant to age-related conditions and certain oncology indications. We are conducting ongoing preclinical research in animal and other model systems to further evaluate these potential applications. There can be no assurance that preclinical findings will translate into clinical benefit in humans. We had net losses of $10.4 and $16.5 million for the years ended December 31, 2025 and 2024, respectively. The Company and TELI Pharmaceuticals, Inc., a private company incorporated under the laws of Delaware (TELI) have entered into an Agreement and Plan of Merger and Reorganization, dated November 20, 2025, and as amended on February 4, 2026 (collectively, the Merger Agreement), pursuant to which a wholly owned subsidiary of Telomir will merge with and into TELI, with TELI surviving as a wholly owned subsidiary of Telomir (the Merger). At the effective time of the Merger (the Effective Time), each outstanding share of common stock of TELI, $0.0001 par value per share (TELI Common Stock), will be converted into the right to receive such number of Telomir Common Stock as is calculated based on the exchange ratio of the shares for the Merger (the Exchange Ratio). The Exchange Ratio is calculated using the relative company valuations of each of Telomir and TELI. It is expected that shareholders of TELI will receive one share of Telomir Common Stock for each share of TELI Common Stock held (the Merger Share Consideration). The Telomir Common Stock issued as the consideration will not be registered for trading under the Securities Act. The Merger will result in an alignment of U.S. and non-U.S. rights to Telomir-1 within a single public company structure, thereby simplifying global development and partnership efforts. As a result of the Merger, TELO will own the entire worldwide intellectual property portfolio and development programs related to Telomir-1. As a condition to the closing of the Merger, TELI must hold at least $1 million in either cash, marketable securities or a combination of cash and marketable securities and certain shareholders of TELI must agree to provide $2 million upon FDA acceptance of an Investigational New Drug (IND) application for Telomir-1, and $2 million upon initiation of a Phase 1/2 study. The actual payments of such amounts following the milestones are not a condition to the closing of the Merger. At the Effective Time, Telomirs stockholders will continue to own and hold their existing shares of Telomir Common Stock. Following the Merger, Telomirs shares will continue to be listed on the Nasdaq under the symbol TELO. | 51 | | **Components of our Results of Operations** **Research and Development Expenses** Research and development expenses represent costs incurred to conduct research and development of our product candidate. We recognize all research and development costs as they are incurred. Research and development expenses consist primarily of the following: | | | contracted research and manufacturing; | | | | | | | | | | consulting arrangements; and | | | | | | | | | | other expenses incurred to advance the Companys research and development activities. | | Our operating expenses have historically been the cost associated with our initial investment in pre-clinical research and development activities. We expect research and development expenses to increase in the future as we advance Telomir-1 into and through clinical trials and pursue regulatory approvals, which will require a significant investment in costs of clinical trials, regulatory support, and contract manufacturing. In addition, we will evaluate opportunities to acquire or in-license additional product candidates and technologies, which may result in higher research and development expenses due to license fee and/or milestone payments, as well as added clinical development costs. The process of conducting clinical trials necessary to obtain regulatory approval is costly and time consuming. We may never succeed in timely development and achieving regulatory approval for our product candidates. The probability of success of our product candidates may be affected by numerous factors, including clinical data, competition, manufacturing capability and commercial viability. As a result, we are unable to determine the duration and completion costs of our development projects or when and to what extent we will generate revenue from the commercialization and sale of our product candidates. **General and Administrative Expenses** General and administrative expenses consist of administrative functions, as well as fees paid for legal consulting fees and facilities costs not otherwise included in research and development expenses. Legal costs include general corporate legal fees and license costs. We expect to incur additional expenses as a result of becoming a public company, including expenses related to compliance with the rules and regulations of the SEC and Nasdaq, additional insurance, investor relations and other administrative expenses and professional services. | 52 | | **Results of Operations for years ended December 31, 2025 and 2024** | | | For the year ended December 31, | | | | | | 2025 | | | 2024 | | | | Revenues | | $ | - | | | $ | - | | | | | | | | | | | | | | | Operating costs: | | | | | | | | | | | General and administrative expenses | | | 8,103,280 | | | | 9,636,333 | | | | Related party travel costs | | | - | | | | 370,500 | | | | Research and development expenses | | | 2,435,569 | | | | 2,235,341 | | | | Total operating costs | | | 10,538,849 | | | | 12,242,174 | | | | | | | | | | | | | | | Interest income | | | 125,644 | | | | 48,000 | | | | Interest expense | | | - | | | | (4,338,542 | ) | | | Net loss | | $ | (10,413,205 | ) | | $ | (16,532,716 | ) | | **General and Administrative Expenses.** We incurred general and administrative expenses of $8.1 million and $9.6 million during the years ended December 31, 2025 and 2024, respectively. General and administrative expenses in the year ended December 31, 2025 consisted of stock-based compensation expense of $5.2 million, issuance of common stock for services of $840,000, payroll and benefits expense of $0.7 million, executive cash bonus of $0.4 million, legal expenses of $0.2 million, accounting expenses of $0.1 million, and other expenses of $0.8 million. General and administrative expenses in the year ended December 31, 2024 consisted of stock compensation expense of $6.7 million for new options granted in 2024, payroll expense of $1.2 million, accounting and legal expenses of $0.6 million relating to the IPO in 2024, and office and rent expenses of $1.1 million. **Related Party Travel Costs.**We did not incur related party travel costs in the year ended December 31, 2025. We incurred $0.4 million in related party travel costs during the year ended December 31, 2024. Related party travel costs consisted of a shared lease and use of an airplane with an entity under common control. We ceased using the airplane after March 2024 and our obligations related to this lease terminated shortly thereafter. **Research and Development Expenses.**We incurred research and development expenses of $2.4 million and $2.2 million during the years ended December 31, 2025 and 2024. The following categorized various elements of R&D expense in 2025: | R&D Category | | Expense | | | Toxicology | | $0.6 million | | | Pre-clinical research | | $1.6 million | | | R&D consultants | | $0.2 million | | **Interest income (expense).** We recorded interest income of $0.1 million in the year ended December 31, 2025, compared with $0.05 million in the year ended December 31, 2024. We incurred $4.4 million in interest expense during the year ended December 31, 2024 in contrast to incurring none for the year ended December 31, 2025. Interest expense during 2024 was composed of debt issuance costs related to a line of credit financing that expired upon the completion of the IPO. **Liquidity and Capital Resources** **Sources of Liquidity** Since our inception in August 2021, we have financed our operations primarily through sales of our common stock. These equity financings included the proceeds from our initial public offering that occurred in February of 2024, a $1.0 million stock purchase agreement of our Common Stock with Starwood Trust that occurred in the fourth quarter of 2024, a $3 million stock purchase agreement in 2025 with The Bayshore Trust, and our ATM Financings. We raised $6.5 million from ATM financings in the year ended December 31, 2025. We intend to finance our clinical development programs and working capital needs from existing cash and potential new sources of debt and equity financing. Further, we plan to conduct a raise of capital in the near future to assist in financing working capital needs. | 53 | | On May 19, 2025, we entered into an agreement to raise $3 million in equity financing through a direct investment by The Bayshore Trust, an entity affiliated with our largest shareholder. The transaction was structured as a straight restricted common stock deal with no warrants. We issued 333,334 restricted shares of its common stock, no par value (the Common Stock) at a purchase price of $3.00 per share, representing an 18% premium to the closing share price of the Common Stock of $2.54 on the date of execution (the Bayshore Financing). We received the initial payment of $1 million for the Bayshore Financing on May 20, 2025. In July 2025, an additional $2 million was received, for the issuance of 666,666 shares. On September 24, 2024 we entered into an unsecured Promissory Note and Loan Agreement with the Starwood Trust, a separate trust which was established by our founder for the benefit of his family. Under this Promissory Note and Loan Agreement (the Starwood Note), we have the right to borrow up to an aggregate of $5 million from the Starwood Trust at any time up until the second anniversary of the note. Our right to borrow funds under the Starwood Note is subject to the absence of a material adverse change in its assets, operations, or prospects. The Starwood Note, together with accrued interest, is to become due and payable on the second anniversary of the issuance of the note and provides for prepayment at any time without penalty. The Starwood Note accrues interest at a rate equal to 7% per annum, simple interest. Further, on December 9, 2024, Starwood Trust entered into a stock purchase agreement with us to purchase 142,857 shares of unregistered common stock at $7 a share for a total of $1.0 million in proceeds to us. Since January 1, 2023, MIRALOGX, an intellectual property development and holding company owned by Bay Shore Trust, and The Starwood Trust, a separate trust established by our founder, have advanced funds on behalf of Bay Shore Trust to our company in order to fund operating activities. The total amount advanced and outstanding as of November 30, 2023, was $1.7 million. These advances were converted into 837,841 shares of our common stock on November 30, 2023 at a conversion rate of $2.05 per share (after giving effect to our 1-for-2.05 reverse stock split that occurred on December 11, 2023) pursuant to a conversion agreement. The total amount advanced and outstanding as of December 31, 2024 was $0.06 million. We have incurred significant losses and negative cash flows from operations since inception and expect to incur additional losses until such time that we can generate significant revenue and profit. We had negative cash flow from operations of approximately $3.7 million for the year ended December 31, 2025 and an accumulated deficit of approximately $41.0 million as of December 31, 2025. As of December 31, 2025 we had cash and cash equivalents of approximately $7.3 million. We currently expect that our cash and cash equivalents will be sufficient to fund our operations, development plans, and capital expenditures through the first quarter of 2027. We did not have any material non-cancellable contractual obligations as of December 31, 2025. *Cash Flows* The following table provides information regarding our cash flows for the periods presented: | | | Year Ended December 31, | | | | | | 2025 | | | 2024 | | | | Net cash provided by (used in): | | | | | | | | | | | Operating activities | | $ | (3,688,188 | ) | | $ | (5,070,428 | ) | | | Financing activities | | | 9,708,727 | | | | 6,335,328 | | | | Net change in cash | | $ | 6,020,539 | | | $ | 1,264,900 | | | **** **Net Cash Used in Operating Activities** For the year ended December 31, 2025, operating activities used $3.7 million of cash, primarily due to a net loss of $10.4 million and a decrease in accounts payable of $0.05 million, offset by $5.3 million of stock compensation expense, $0.8 million in common stock issued for services, and $0.2 million increase in due to related parties. For the year ended December 31, 2024, operating activities used $5.1 million of cash, primarily due to a net loss of $16.5 million, offset by a $0.11 million change in accounts payable, accrued and prepaid expenses, $4.4 million in amortization of debt issuance costs and $6.9 million of stock compensation expense. Accounts payable was composed of research and development payables, and accounting and legal expenses. | 54 | | **Net Cash Provided by Financing Activities** For the year ended December 31, 2025, financing activities provided $9.7 million of cash, resulting from $6.5 million from the sale of common stock in ATM financings, $3.0 million in sales of common stock to a related party, and $0.2 million in due to officer. For the year ended December 31, 2024, financing activities provided $6.3 million of cash, resulting primarily from $6.8 million from the sale of common stock, offset by $0.5 million in repayments to a related party. To date, we have not generated any revenue from product sales. We do not expect to generate revenue from product sales unless and until we successfully complete pre-clinical and clinical development of, receive regulatory approval for, and commercialize a program and we do not know when, or if at all, that will occur. We expect our expenses to increase substantially in connection with our ongoing activities, particularly as we advance the pre-clinical activities and studies and initiate clinical trials. In addition, if we obtain regulatory approval for any programs, we expect to incur significant expenses related to product sales, marketing, and distribution to the extent that such sales, marketing and distribution are not the responsibility of potential collaborators. The timing and amount of our operating expenditure will depend largely on the factors set out above. Our funding requirements and timing and amount of our operating expenditure will depend on many factors, including, but not limited to: | | | the rate of progress in the development of our Telomir-1 program and other development programs | | | | | | | | | | the scope, progress, results and costs of pre-clinical studies and clinical trials for any other current and future programs | | | | | | | | | | the number and characteristics of programs and technologies that we develop or may in-license | | | | | | | | | | the costs and timing of future commercialization activities, including manufacturing, marketing, sales and distribution, for any of our programs for which we receive marketing approval | | | | | | | | | | the costs necessary to obtain regulatory approvals, if any, for any approved products in the United States and other jurisdictions, and the costs of post-marketing studies that could be required by regulatory authorities in jurisdictions where approval is obtained | | | | | | | | | | the costs and timing of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending any intellectual property-related claims | | | | | | | | | | the continuation of our existing licensing arrangements and entry into new collaborations and licensing arrangements | | | | | | | | | | the costs we incur in maintaining business operations | | | | | | | | | | the costs of hiring additional clinical, quality control, manufacturing and other scientific personnel | | | 55 | | | | | the costs adding operational, financial and management information systems and personnel | | | | | | | | | | the costs associated with being a public company | | | | | | | | | | the revenue, if any, received from commercial sales of our programs for which we receive marketing approval | | | | | | | | | | the effect of competing technological and market developments and | | | | | | | | | | the extent to which we acquire or invest in businesses, products and technologies, including entering into licensing or collaboration arrangements for programs. | | Identifying potential programs, product candidates, conducting pre-clinical studies and clinical trials is a time consuming, expensive and uncertain process that takes years to complete, and we may never generate the necessary data or results required to obtain marketing approval and achieve product sales. In addition, our programs, if approved, may not achieve commercial success. Our commercial revenues, if any, will be derived from sales of products that we do not expect to be commercially available for many years, if ever. Accordingly, we will need to obtain substantial additional funds to achieve our business objectives. **Recently Issued and Adopted Accounting Pronouncements** A description of recently issued and adopted accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 1 to our financial statements appearing at the end of this Annual Report. **Off-Balance Sheet Arrangements** During the periods presented, we did not have, nor do we currently have, any off-balance sheet arrangements as defined under Generally Accepted Accounting Principles (GAAP) and SEC rules. **Summary of Critical Accounting Policies and Estimates** **Research and development expenses** Research and development costs are expensed in the period in which they are incurred and include the expenses paid to third parties, such as contract research organizations and consultants, who conduct research and development activities on behalf of the Company. Patent-related costs, including registration costs, documentation costs and other legal fees associated with the application, are expensed in the period in which they are incurred. **Stock-based compensation** The Company accounts for stock-based compensation under the provisions of FASB ASC 718, *Compensation - Stock Compensation*, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, directors and consultants based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. The Company has elected to account for forfeiture of stock-based awards as they occur. | 56 | | **Emerging Growth Company Election** We are an emerging growth company as defined in Section 2(a) of the Securities Act and have elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. We expect to continue to take advantage of the benefits of the extended transition period, although we may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. We expect to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and non-public companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used. In addition, we intend to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act and compliance with applicable laws, if, as an emerging growth company, we rely on such exemptions, we are not required to, among other things: (a) provide an auditors attestation report on our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002; (b) provide all of the compensation disclosures that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; (c) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditors report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (d) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officers compensation to median employee compensation. We will remain an emerging growth company under the JOBS Act until the earliest of (a) December 31, 2027, (b) the last date of our fiscal year in which we had total annual gross revenue of at least $1.07 billion, (c) the date on which we are deemed to be a large accelerated filer under the rules of the SEC or (d) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years. **Item 7A. Quantitative and Qualitative Disclosures About Market Risk.** Smaller reporting companies are not required to provide the information required by this item. **Item 8. Financial Statements and Supplementary Data.** Our Financial Statements and Notes thereto and the reports of Salberg & Company P.A, our independent registered public accounting firm, for the years ended December 31, 2025 and 2024, are set forth on pages F-1 through F-16 of this Report. **Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.** None. **Item 9A. Controls and Procedures.** **Evaluation of Disclosure Controls and Procedures** Our management, our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer) (the Certifying Officers), has evaluated the effectiveness of our disclosure controls and procedures (as defined inRules 13a-15(e) or15d-15(e) under theExchange Act) as of December 31, 2025. The term disclosure controls and procedures, as defined inRules 13a-15(e) and15d-15(e) under theExchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports that it files or submits under theExchange Actis recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under theExchange Actis accumulated and communicated to the companys management, including its principal executive and principal accounting officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Certifying Officers have concluded, based on their evaluation as of the end of the period covered by this Report, that our disclosure controls and procedures were effective to provide reasonable assurance that the objectives of our disclosure control system were met. | 57 | | **Managements Annual Report on Internal Control over Financial Reporting** Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Section 13a-15(f) of theSecurities Exchange Act of 1934, as amended). Internal control over financial reporting is a process designed by, or under the supervision of, the Companys principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Companys financial statements for external reporting purposes in conformity with U.S. generally accepted accounting principles and include those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Companys assets that could have a material effect on the financial statements. During 2024, we designed and implemented new and enhanced controls to strengthen our internal controls over financial reporting, including hiring additional experienced accounting personnel, among other enhancements. Management believes these enhancements were sufficient to remediate previously identified material weaknesses. As of December 31, 2025, management conducted an assessment of the effectiveness of the Companys internal control over financial reporting based on the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on the criteria established by COSO management concluded that the Companys internal control over financial reporting was effective as of December 31, 2025. This Report does not include an attestation report of the Companys independent registered public accounting firm regarding internal control over financial reporting as smaller reporting companies are not required to include such report and emerging growth companies (EGCs) are exempt from this requirement entirely until they are no longer anEGC. Managements report is not subject to attestation by the Companys independent registered public accounting firm. **Changes in Internal Control over Financial Reporting** There were no additional changes in our internal control over financial reporting (as defined in Rule 13(a)-15(f) of the Exchange Act) that occurred during the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. **Item 9B. Other Information.** None. **Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections** Not applicable. | 58 | | **PART III** **** Certain information required by Part III of this Annual Report on Form 10-K is omitted from this report because we are incorporating by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Shareholders, referred to as the Proxy Statement, which was filed with the SEC on February 19, 2026. **Item 10. Directors, Executive Officers and Corporate Governance** **** Information required by this item is incorporated herein by reference to the information from the Proxy Statement under the sections entitled Election of Directors, Nomination of Directors, and Corporate Governance Board Committees, except for the information required with respect to our executive officers, which has been included under the heading Executive Officers in Item 1, Part I of this Form 10-K, and is incorporated herein by reference. **Item 11. Executive Compensation** **** Certain information required by this item is incorporated herein by reference to the information from the Proxy Statement under the sections entitled Executive Compensation, and Director Compensation. **** **Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters** The information required by tis item is incorporated herein by reference to the information from the Proxy Statement under the sections entitled Share Ownership of Certain Beneficial Owners, Management and Directors and Equity Compensation Plan Information. **** **Item 13. Certain Relationships and Related Transactions and Director Independence** **** The following is a description of transactions within the last two fiscal years to which we have been a party, in which the amount involved exceeded or will exceed $120,000, and in which any of our executive officers, directors or holders of more than 5% of our voting securities, or an immediate family member thereof, had or will have a direct or indirect material interest. We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or amounts that would be paid or received, as applicable, in arms-length transactions with unrelated third parties. **Transactions with MIRALOGX LLC** Since January 1, 2023, MIRALOGX and The Starwood Trust, a separate Trust established by our founder, have advanced funds on behalf of Bay Shore Trust to our company in order to fund operating activities. The total amount advanced and outstanding as of November 30, 2023, was $1.7 million. These advances were converted into 837,841 shares of our common stock on November 30, 2023 at a conversion rate of $2.05 per share (after giving effect to our 1-for-2.05 reverse stock split that occurred on December 11, 2023) pursuant to a conversion agreement that resulted in a loss of $4.1 million for the year ended December 31, 2023 and a remaining balance as of December 31, 2023 of $0.3 million. As of December 31, 2024, the remaining balances due to Miralogx and Starwood Trust total $0.055 and $0.037 million respectively. On August 11, 2023, we entered into the Initial MIRALOGX License Agreement with MIRALOGX, which is an intellectual property development and holding company established by our founder and the inventor of Telomir-1, Jonnie R. Williams, Sr. See Business Intellectual Property. MIRALOGX is wholly owned by the Bay Shore Trust, and Mr. Williams does not have voting or dispositive power over the shares of the Company held by Bay Shore Trust, and Mr. Williams is not an officer or director of the Bay Shore Trust. On November 10, 2023, we entered into an amendment to the Initial MIRALOGX License Agreement, pursuant to which we acquired the license to the non-human applications of the Licensed Products. This amendment was reaffirmed by new management on October 18, 2024. We were also a party to an Agreement for Shared Lease Costs, dated April 1, 2023, with MIRALOGX and MIRA Pharmaceuticals, Inc., under which we have agreed to pay our pro rata share of the operating usage costs owing by MIRALOGX under an aircraft lease agreement between MIRALOGX and Supera Aviation I LLC (Supera Aviation) based on our usage of the leased aircraft each month. No amounts are payable by us under this agreement unless and to the extent we choose to utilize the leased aircraft, and we may discontinue the use of the aircraft and terminate this agreement at any time. Supera Aviation is a company owned by Starwood Trust, a trust established by Mr. Williams. For the year ended December 31, 2024, the Company incurred $0.4 million in expenses under the aircraft lease agreement. The aircraft lease was terminated in April 2024 and no other costs will be incurred under this agreement. **Starwood Trust Line of Credit** On September 24, 2024 the Company entered into an unsecured Promissory Note and Loan Agreement (the Starwood Note) with the Starwood Trust, a separate related party trust established by the Companys founder for the benefit of the founders family. Under the Starwood Note, the Company has the right to borrow up to an aggregate of $5million from the Starwood Trust at any time up until the second anniversary of the note. The Companys right to borrow funds under the Starwood Note is subject to the absence of a material adverse change in its assets, operations, or prospects. The Starwood Note, together with accrued interest, is to become due and payable on the second anniversary of the issuance of the note, provides for prepayment at any time without penalty, and accrues simple interest at a rate equal7% per annum. As of December 31, 2024, the Company has not borrowed any amounts under the Starwood Note. Further, on December 9, 2024, Starwood Trust entered into a stock purchase agreement with the Company to purchase 142,857 shares of unregistered common stock at $7 a share for a total of $1.0 million in proceeds to the Company. **Investment from Largest Shareholder** On May 19, 2025, we entered into an agreement to raise $3 million in equity financing through a direct investment by The Bayshore Trust, an entity affiliated with our largest shareholder. The transaction was structured as a straight restricted common stock deal with no warrants. We issued 333,334 restricted shares of our Common Stock at a purchase price of $3.00 per share, representing an 18% premium to the closing share price of the Common Stock of $2.54 on the date of execution (the Bayshore Financing). We received the initial payment of $1 million for the Bayshore Financing on May 20, 2025. In July 2025, an additional $2 million was received, for the issuance of 666,666 shares. | 59 | | **Review and Approval of Related Party Transactions** Our board of directors adopted a written policy regarding the review and approval of related party transactions. Our audit committee charter provides that the audit committee shall review and approve or disapprove any related party transactions, which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest. Our policy regarding transactions between us and related persons will provide that a related person is defined as a director, executive officer, nominee for director or greater than 5% beneficial owner of our common stock, in each case since the beginning of the most recently completed year, and any of their immediate family members. Certain of the foregoing disclosures are summaries of certain provisions of our related party agreements and are qualified in their entirety by reference to all of the provisions of such agreements. Because these descriptions are only summaries of the applicable agreements, they do not necessarily contain all of the information that you may find useful. Copies of certain of the agreements have been filed as exhibits to the registration statement of which this Annual Report is a part and are available electronically on the website of the SEC at *www.sec.gov*. As a matter of corporate governance policy, we have not and will not make loans to officers or loan guarantees available to promoters as that term is commonly understood by the SEC and state securities authorities. All future transactions between us and our officers, directors or five percent stockholders, and respective affiliates will be on terms no less favorable than could be obtained from unaffiliated third parties and will be approved by a majority of our independent directors who do not have an interest in the transactions and who had access, at our expense, to our legal counsel or independent legal counsel. **Item 14. Principal Accountant Fees and Services.** **Audit Fees.** The Company appointed Salberg & Company P.A (Salberg) as our audit firm effective December 19, 2024. The aggregate fees billed by Salberg for professional services rendered for the audit of our annual financial statements, and other required filings with the SEC for the years ended December 31, 2025 and totaled $87,000 and $50,000, respectively. The aggregate fees billed by our prior audit firm, Cherry Bekaert LLP, for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q (where applicable) for the respective periods and other required filings with the SEC for the year ended December 31, 2024 totaled $64,000. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings. **Audit-Related Fees.** The aggregate fees billed by Salberg for audit-related fees for the year ended December 31, 2025, were $18,000. The fees were provided in consideration of services consisting of review and update procedures associated with registration statements and other SEC filings. The aggregate fees billed by Cherry Bekaert LLP for audit-related fees for the year ended December 31, 2024 were $51,000. The fees were provided in consideration of services consisting of review and update procedures associated with registration statements and other SEC filings. **Tax Fees.** There were no fees billed by Salberg & Company P.A for tax services. **All Other Fees. None** The Audit Committee of our board of directors has established its pre-approval policies and procedures, pursuant to which the Audit Committee approved the foregoing audit and non-audit services provided by Salberg in 2025 and Cherry Bekaert LLP and Salberg in 2024. Consistent with the Audit Committees responsibility for engaging our independent auditors, all audit and permitted non-audit services require pre-approval by the Audit Committee. The full Audit Committee approves proposed services and fee estimates for these services. The Audit Committee chairperson has been designated by the Audit Committee to approve any audit-related services arising during the year that were not pre-approved by the Audit Committee. Any non-audit service must be approved by the full Audit Committee. Services approved by the Audit Committee chairperson are communicated to the full Audit Committee at its next regular meeting and the Audit Committee reviews services and fees for the fiscal year at each such meeting. Pursuant to these procedures, the Audit Committee approved the foregoing services provided by Salberg & Company P.A and Cherry Bekaert LLP. | 60 | | **PART IV** **Item 15. Exhibits, Financial Statement Schedules.** The information called for by this Item is incorporated herein by reference to the Exhibit Index in this Form 10-K. **INDEX TO EXHIBITS** | Exhibit No. | | Exhibit Description | | | 1.1 | | At The Market Offering Agreement, dated February 14, 2025, by and between Telomir Pharmaceuticals, Inc. and Rodman & Renshaw LLC (incorporated by reference to Exhibit 1.2 of the Companys Form S-3 filed on February 14, 2025). | | | 3.1 | | Amended and Restated Articles of Incorporation of Telomir Pharmaceuticals, Inc. (incorporated by reference to Exhibit 3.1 to Form 10-K filed on February 4, 2025) | | | 3.2 | | Amended and Restated Bylaws of Telomir Pharmaceuticals, Inc. (incorporated by reference to Exhibit 3.2 to Form 10K filed February 4, 2025) | | | 4.1 | | Form of Representatives Warrant (incorporated by reference to Exhibit 4.1 to Form S-1/A filed December 19, 2023) | | | 4.2 | | Common Stock Purchase Warrant, dated June 15, 2023, between Telomir Pharmaceuticals, Inc. and Bay Shore Trust (incorporated by reference to Exhibit 4.2 to Form S-1/A filed December 14, 2023) | | | 4.3 | | Form of Common Stock Purchase Warrant, by and between the Company and certain investors from January 2023 through March 2023 (incorporated by reference to Exhibit 4.3 to Form S-1/A filed December 19, 2023) | | | 4.4 | | Description of Securities (incorporated by reference to Exhibit 4.4 to Form 10-K filed March 29, 2024) | | | 10.1 | | 2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Form S-1/A filed December 14, 2023) | | | 10.2 | | Employment Agreement between the Company and Erez Aminov, dated August 12, 2024 (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on August 13, 2024) | | | 10.3 | | Employment Agreement dated May 15, 2025, between Telomir Pharmaceuticals, Inc. and Alan Weichselbaum (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed on May 21, 2025) | | | 10.4 | | Form of Stock Option Award under 2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to Form S-1/A filed December 14, 2023) | | | 10.5 | | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.3 to Form S-1/A filed December 14, 2023) | | | 10.6 | | Amended and Restated License Agreement, dated August 11, 2023, by and between Telomir Pharmaceuticals, Inc. and MIRALOGX LLC (incorporated by reference to Exhibit 10.4 to Form S-1 filed November 14, 2023) | | | 10.7 | | Amendment No. 1 to Amended and Restated License Agreement, dated November 10, 2023, by and between Telomir Pharmaceuticals, Inc. and MIRALOGX LLC (incorporated by reference to Exhibit 10.5 to Form S-1 filed November 14, 2023) | | | 10.8 | | Promissory Note and Loan Agreement, dated June 15, 2023, by and between Telomir Pharmaceuticals, Inc. and Bay Shore Trust (incorporated by reference to Exhibit 10.8 to Form S-1/A filed December 14, 2023) | | | 14.1 | | Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to Form S-1/A filed December 14, 2023) | | | 19.1 | | Insider Trading Policy (incorporate by reference to Exhibit 99.5 to Form S-1/A filed December 14, 2023) | | | 21.1 | | List of Subsidiaries of Registrant (incorporated by reference to Exhibit 21.1 to Form S-1/A filed December 14, 2023) | | | 23.1 | | Consent of Salberg & Company, P.A. | | | 24.1 | | Power of Attorney (included on signature page) | | | 31.1 | | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | | | 31.2 | | Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | | | 32.1 | | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | 32.2 | | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | 97.1 | | Policy Relating to Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97.1 to Form 10-K filed March 29, 2024) | | | 99.1 | | Audit Committee Charter (incorporated by reference to Exhibit 99.1 to Form S-1/A filed December 14, 2023) | | | 99.2 | | Nominating and Corporate Governance Committee Charter (incorporated by reference to Exhibit 99.2 to Form S-1/A filed December 14, 2023) | | | 99.3 | | Compensation Committee Charter (incorporated by reference to Exhibit 99.3 to Form S-1/A filed December 14, 2023) | | | 99.4 | | Corporate Governance Guidelines (incorporated by reference to Exhibit 99.4 to Form S-1/A filed December 14, 2023) | | | 99.6 | | Related Person Transaction Policy and Procedures (incorporated by reference to Exhibit 99.6 to Form S-1/A filed December 14, 2023) | | | ^ | Previously filed. | | | + | Denotes management contract or compensatory plan or arrangement. | | | 61 | | **TELOMIR PHARMACEUTICALS, INC.** **INDEX TO FINANCIAL STATEMENTS** | Report of Independent Registered Public Accounting Firm (PCAOB Firm ID 106) | F-2 | | | | | | | Balance Sheets as of December 31, 2025 and 2024 | F-3 | | | | | | | Statements of Operations for the years ended December 31, 2025 and 2024 | F-4 | | | | | | | Statement of Changes in Stockholders Equity for the years ended December 31, 2025 and 2024 | F-5 | | | | | | | Statements of Cash Flows for the years ended December 31, 2025 and 2024 | F-6 | | | | | | | Notes to Financial Statements | F-7 | | | F-1 | | * **Report of Independent Registered Public Accounting Firm** Board of Directors and Stockholders Telomir Pharmaceuticals, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Telomir Pharmaceuticals, Inc. (the Company) as of December 31, 2025 and 2024, the related statements of operations, changes in stockholders equity and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company used approximately $3.7 million of cash in operations and had a net loss of $10.4 million during the year ended December 31, 2025. These matters raise substantial doubt about the Companys ability to continue as a going concern. Managements Plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ SALBERG & COMPANY, P.A. Salberg & Company, P.A. We have served as the Companys auditor since 2024. Boca Raton, Florida March 17, 2026 2295 NW Corporate Blvd., Suite 240 Boca Raton, FL 33431-7326 Phone: (561) 995-8270 Toll Free: (866) CPA-8500 Fax: (561) 995-1920 www.salbergco.com info@salbergco.com Member National Association of Certified Valuation Analysts Registered with the PCAOB* *Member CPAConnect with Affiliated Offices Worldwide Member AICPA Center for Audit Quality* | F-2 | | **Telomir Pharmaceuticals, Inc.** BALANCE SHEETS | | | | 2025 | | | 2024 | | | | | | | December 31, | | | | | | | 2025 | | | 2024 | | | | ASSETS | | | | | | | | | | | | Current assets: | | | | | | | | | | | | Cash | | | $ | 7,286,670 | | | $ | 1,266,131 | | | | Prepaid expenses | | | | 54,691 | | | | 57,874 | | | | Total current assets | | | | 7,341,361 | | | | 1,324,005 | | | | Total assets | | | $ | 7,341,361 | | | $ | 1,324,005 | | | | LIABILITIES AND STOCKHOLDERS EQUITY | | | | | | | | | | | | Current liabilities: | | | | | | | | | | | | Trade accounts payable and accrued liabilities | | | $ | 536,769 | | | $ | 587,536 | | | | Due to officer | | | | 155,518 | | | | - | | | | Accrued compensation - officer | | | | 417,470 | | | | - | | | | Due to related parties | | | | 318,234 | | | | 93,432 | | | | Total current liabilities | | | | 1,427,991 | | | | 680,968 | | | | | | | | | | | | | | | | Total liabilities | | | | 1,427,991 | | | | 680,968 | | | | | | | | | | | | | | | | Stockholders Equity | | | | | | | | | | | | Preferred Stock, no par value, 100,000,000 shares authorized and none issued or outstanding. | | | | - | | | | - | | | | Common Stock, no par value; 300,000,000 shares authorized, 34,380,971 and 29,762,671 shares issued and outstanding at December 31, 2025 and 2024, respectively. | | | | - | | | | - | | | | Additional paid-in capital | | | | 46,923,433 | | | | 31,239,895 | | | | Accumulated deficit | | | | (41,010,063 | ) | | | (30,596,858 | ) | | | Total stockholders equity | | | | 5,913,370 | | | | 643,037 | | | | Total liabilities and stockholders equity | | | $ | 7,341,361 | | | $ | 1,324,005 | | | The accompanying notes to the financial statements are an integral part of these statements. | F-3 | | **** **Telomir Pharmaceuticals, Inc.** STATEMENTS OF OPERATIONS | | | 2025 | | | 2024 | | | | | | Year ended December 31, | | | | | | 2025 | | | 2024 | | | | Revenues | | $ | - | | | $ | - | | | | | | | | | | | | | | | Operating costs: | | | | | | | | | | | General and administrative expenses | | | 8,103,280 | | | | 9,636,333 | | | | Related party travel costs | | | - | | | | 370,500 | | | | Research and development expenses | | | 2,435,569 | | | | 2,235,341 | | | | Total operating costs | | | 10,538,849 | | | | 12,242,174 | | | | | | | | | | | | | | | Interest income | | | 125,644 | | | | 48,000 | | | | Interest expense | | | - | | | | (4,338,542 | ) | | | Net loss | | $ | (10,413,205 | ) | | $ | (16,532,716 | ) | | | Basic and diluted net loss per share | | $ | (0.33 | ) | | $ | (0.56 | ) | | | | | | | | | | | | | | Basic and diluted weighted average common stock shares outstanding | | | 31,653,094 | | | | 29,539,219 | | | The accompanying notes to the financial statements are an integral part of these statements. | F-4 | | **Telomir Pharmaceuticals, Inc.** Statements of Changes in stockholders EQUITY | | | Shares | | | Amount | | | Paid-In Capital | | | Deficit | | | Equity | | | | | | Common Stock | | | Additional | | | Accumulated | | | Total Stockholders | | | | | | Shares | | | Amount | | | Paid-In Capital | | | Deficit | | | Equity | | | | | | | | | | | | | | | | | | | | | | Balances, December 31, 2023 | | | 28,609,814 | | | | - | | | $ | 17,502,346 | | | $ | (14,064,142 | ) | | $ | 3,438,204 | | | | Issuance of common stock, net | | | 1,142,857 | | | | - | | | | 6,832,973 | | | | - | | | | 6,832,973 | | | | Exercise of warrants | | | 10,000 | | | | - | | | | 37,300 | | | | - | | | | 37,300 | | | | Stock-based compensation | | | - | | | | - | | | | 6,867,276 | | | | - | | | | 6,867,276 | | | | Net loss | | | - | | | | - | | | | - | | | | (16,532,716 | ) | | | (16,532,716 | ) | | | Balances, December 31, 2024 | | | 29,762,671 | | | | - | | | | 31,239,895 | | | | (30,596,858 | ) | | | 643,037 | | | | Balance | | | 29,762,671 | | | | - | | | | 31,239,895 | | | | (30,596,858 | ) | | | 643,037 | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of common stock for cash in ATM, net | | | 3,218,300 | | | | - | | | | 6,553,209 | | | | - | | | | 6,553,209 | | | | Issuance of common stock for cash, related party | | | 1,000,000 | | | | - | | | | 3,000,000 | | | | - | | | | 3,000,000 | | | | Issuance of common stock for services | | | 400,000 | | | | - | | | | 840,000 | | | | - | | | | 840,000 | | | | Stock-based compensation | | | - | | | | - | | | | 5,290,329 | | | | - | | | | 5,290,329 | | | | Net loss | | | - | | | | - | | | | | | | | (10,413,205 | ) | | | (10,413,205 | ) | | | Balances, December 31, 2025 | | | 34,380,971 | | | | - | | | $ | 46,923,433 | | | $ | (41,010,063 | ) | | $ | 5,913,370 | | | | Balance | | | 34,380,971 | | | | - | | | $ | 46,923,433 | | | $ | (41,010,063 | ) | | $ | 5,913,370 | | | The accompanying notes to the financial statements are an integral part of these statements. | F-5 | | **Telomir Pharmaceuticals, Inc.** statements of cash flows | | | 2025 | | | 2024 | | | | | | Year ended December 31, | | | | | | 2025 | | | 2024 | | | | Cash flows from Operating activities: | | | | | | | | | | | Net loss | | $ | (10,413,205 | ) | | $ | (16,532,716 | ) | | | Adjustments to reconcile net loss to net cash used in operations | | | | | | | | | | | Stock-based compensation expense | | | 5,290,329 | | | | 6,867,276 | | | | Issuance of common stock for services | | | 840,000 | | | | - | | | | Credit loss expenses - loan due from related party | | | - | | | | 130,000 | | | | Amortization of debt issuance costs | | | - | | | | 4,338,543 | | | | Change in operating assets and liabilities: | | | | | | | | | | | Prepaid expenses | | | 3,183 | | | | (57,160 | ) | | | Trade accounts payable and accrued liabilities | | | (50,767 | ) | | | 183,629 | | | | Due to related parties | | | 224,802 | | | | - | | | | Accrued compensation - officer | | | 417,470 | | | | - | | | | Net cash used in operating activities | | | (3,688,188 | ) | | | (5,070,428 | ) | | | Cash flows from Financing activities: | | | | | | | | | | | Payments under related party line of credit | | | - | | | | (101,000 | ) | | | Repayments to related party | | | - | | | | (433,945 | ) | | | Repayment from officer | | | 155,518 | | | | - | | | | Proceeds from warrant exercise | | | - | | | | 37,300 | | | | Proceeds from sale of common stock, related party | | | 3,000,000 | | | | - | | | | Net proceeds from sale of common stock | | | 6,553,209 | | | | 6,832,973 | | | | Net cash provided by financing activities | | | 9,708,727 | | | | 6,335,328 | | | | | | | | | | | | | | | Net change in cash | | | 6,020,539 | | | | 1,264,900 | | | | Cash, beginning of year | | | 1,266,131 | | | | 1,231 | | | | Cash, end of year | | $ | 7,286,670 | | | $ | 1,266,131 | | | | | | | | | | | | | | | Supplemental disclosure of cash flow information: | | | | | | | | | | | Cash paid for interest | | $ | - | | | $ | - | | | | Cash paid for income tax | | $ | - | | | $ | - | | | | Non-cash investing and financing activities: | | | | | | | | | | | Deferred offering costs charged to additional paid-in capital | | $ | - | | | $ | 303,281 | | | The accompanying notes to the financial statements are an integral part of these statements. | F-6 | | **Telomir Pharmaceuticals, Inc.** notes to the financial statements DECEMBER 31, 2025 and 2024 **Note 1. Description of business and summary of significant accounting policies** **Overview** Telomir Pharmaceuticals, Inc. (Telomir or the Company) was formed in August 2021 and is a Florida-incorporated pre-clinical stage biotechnology company developing therapies designed to target the root epigenetic mechanisms underlying cancer, aging, and degenerative disease. The Companys lead candidate, Telomir-1, has demonstrated activity in preclinical studies involving modulation of DNA and histone methylation patterns, which may contribute to balanced gene expression, cellular function, and genomic stability. Telomir-1 is a novel oral small molecule metal ion regulator designed to extend telomere caps, maintain cellular balance, and combat oxidative stress, a key driver of aging and disease progression. By modulating essential metal ions such as iron, and copper, Telomir-1 may help protect against age related conditions, including Progeria (a rare genetic disorder that causes rapid aging in children), Wilsons disease (a genetic disorder leading to toxic copper buildup in the body), and Age-related Macular Degeneration (AMD), as well as Type 2 diabetes, breast cancer, and Alzheimers disease. As used herein, the Companys common stock, no par value per share, is referred to as the Common Stock and the Companys preferred stock, no par value per share, is referred to as the Preferred Stock. **Initial public offering** On February 13, 2024, the Company closed its initial public offering (the IPO) consisting of 1,000,000 shares of Common Stock at a price of $7.00 per share for approximately $7.0 million in gross proceeds. After deducting the underwriting commission and other offering expenses totaling $1.2 million, the net proceeds to the Company were $5.8 million. The Common Stock began trading on The Nasdaq Capital Market on February 9, 2024 under the symbol TELO (See Note 7 Common Stock). **Proposed merger** The Company and TELI Pharmaceuticals, Inc., a related party private company incorporated under the laws of Delaware (TELI) have entered into an Agreement and Plan of Merger and Reorganization, dated November 20, 2025, and as amended on February 4, 2026 (collectively, the Merger Agreement), pursuant to which a wholly owned subsidiary of Telomir will merge with and into TELI, with TELI surviving as a wholly owned subsidiary of Telomir (the Merger), subject to shareholder approval. At the effective time of the Merger (the Effective Time), each outstanding share of common stock of TELI, $0.0001 par value per share (TELI Common Stock), will be converted into the right to receive such number of Telomir Common Stock as is calculated based on the exchange ratio of the shares for the Merger (the Exchange Ratio). The Exchange Ratio is calculated using the relative company valuations of each of Telomir and TELI, as determined by a third-party valuation firm (as further described herein). It is expected that shareholders of TELI will receive one share of Telomir Common Stock for each share of TELI Common Stock held (the Merger Share Consideration). The Telomir Common Stock issued as the consideration will not be registered for trading under the Securities Act. The Merger will result in an alignment of U.S. and non-U.S. rights to Telomir-1 within a single public company structure, thereby simplifying global development and partnership efforts. As a result of the Merger, TELO will own the entire worldwide intellectual property portfolio and development programs related to Telomir-1. See Note 5, *Merger Agreement.* | F-7 | | **Revenue recognition** The Company currently has no source of revenue. Miscellaneous income, including interest, is recognized when earned by the Company. **Income taxes** The Company accounts for income taxes pursuant to the provision of Accounting Standards Codification (ASC) 740-10, Accounting for Income Taxes (ASC 740-10), which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provision ofASC 740-10related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance ofASC 740-10, the benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than50percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adoptedASC 740-10-25, Definition of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed. **Research and development expenses** Research and development costs are expensed in the period in which they are incurred and include the expenses paid to third parties, such as contract research organizations and consultants, who conduct research and development activities on behalf of the Company. **Use of estimates** The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the Companys management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results may differ from such estimates and such differences could be material. Significant estimates during the reporting periods include stock-based compensation and the deferred tax asset valuation allowance. **Cash and Cash Equivalents** The Company considers all highly liquid debt instruments and other short-term investments with maturities of three months or less, when purchased, to be cash equivalents. The Company maintains cash and cash equivalent balances at two financial institutions that are insured by the Federal Deposit Insurance Corporation (FDIC). The Companys accounts at these institutions are insured by the FDIC up to $250,000. On December 31, 2025 and 2024, the Company had cash in excess of FDIC limits of approximately $7.0 million and $1.0 million, respectively. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. Any material loss that the Company may experience in the future could have an adverse effect on its ability to pay its operational expenses or make other payments and may require the Company to move its cash to other high quality financial institutions. | F-8 | | **Stock-based compensation** The Company accounts for stock-based compensation under the provisions of FASBASC 718, Compensation - Stock Compensation, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, directors and consultants based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. The Company has elected to account for forfeitures of stock-based awards as they occur. **Fair Value Measurements and Financial Instruments** The Company measures the fair value of financial instruments in accordance with GAAP which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. GAAP defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. GAAP describes three levels of inputs that may be used to measure fair value: Level 1 quoted prices in active markets for identical assets or liabilities. Level 2 quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 inputs that are unobservable (for example cash flow modeling inputs based on assumptions). The Company considers the carrying amount of prepaid assets and all current liabilities to approximate fair value due to the short-term nature of those elements. **Earnings per Share** Earnings (loss) per share is computed in accordance with ASC Topic 260, Earnings per Share Basic weighted-average number of shares of common stock outstanding for the year ended December 31, 2025 and December 31, 2024 include the shares of the Company issued and outstanding during such period, on a weighted average basis. The basic weighted average number of shares of common stock outstanding excludes common stock equivalents such as stock options and warrants, while diluted weighted average number of shares outstanding includes such stock options and warrants. As of December 31, 2025 there were 2,814,057 common stock warrants and 4,187,670 common stock options that were not included in the computation of diluted earnings per share, because to do so would have an antidilutive effect. As of December 31, 2024 there were 2,814,057 stock warrants and 2,352,670 stock options that were not included in the computation of diluted earnings per share, because to do so would have an antidilutive effect. **Recent accounting pronouncements not yet adopted** In December 2023, the FASB issued ASU 2023-09, *Income Taxes (Topic 740) - Improvements to Income Tax Disclosures*. The new standard requires a company to expand its existing income tax disclosures, specifically related to the rate reconciliation and income taxes paid. The standard is effective for the Company beginning in fiscal year 2025. The Company applied the amendments prospectively for the year ended December 31, 2025, and the impact of the adoption of the amendments in this update was not material to the Companys financial position and results of operations for the year ended December 31, 2025, since the amendments require only enhancement of existing income tax disclosures in the footnotes to the Companys financial statements. In November 2024, the FASB issued ASU 2024-03,*Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures*(Subtopic 220-40), which requires entities to provide more detailed disaggregation of expenses in the income statement, focusing on the nature of the expenses rather than their function. The new disclosures will require entities to separately present expenses for significant line items, including but not limited to, depreciation, amortization, and employee compensation. Entities will also be required to provide a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, disclose the total amount of selling expenses and, in annual reporting periods, provide a definition of what constitutes selling expenses. This pronouncement is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company does not expect the adoption of this new guidance to have a material impact on the consolidated financial statements. **** **Note 2. Going Concern** The accompanying financial statements have been prepared assuming the Company will continue as a going concern which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. As of December 31, 2025, the Company had cash of approximately $7.3 million. The Company raised approximately $9.6 million in 2025, used approximately $3.7 million of cash in operations during the year ended December 31, 2025, had a net loss of $10.4 million in 2025 and had stockholders equity of approximately $5.9 million at December 31, 2025, versus stockholders equity of approximately $0.6 million at December 31, 2024. | F-9 | | Historically, the Company has been primarily engaged in developing Telomir-1. During these activities, the Company sustained substantial losses. The Companys ability to fund ongoing operations and future clinical trials required for FDA approval is dependent on the Companys ability to obtain significant additional external funding in the near term. Since inception, the Company has financed its operations through related party financings-see Note 4, an initial public offering see Note 1, and ATM financings. Additional sources of financing may be sought by the Company. However, there can be no assurance that any fundraising will be achieved on commercially reasonable terms, if at all. As of the date of filing this Annual Report, the Company will continue to generate losses and have insufficient cash and cash equivalents on hand to support its operations for at least the 12 months following the date the financial statements are issued. These factors raise substantial doubt about the Companys ability to continue as a going concern for a period of twelve months from the issuance date of this report. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. The Company is seeking to raise capital through additional debt and/or equity financings to fund our operations in the future. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail its operations. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. **Note 3. License agreement, related party** The Company licenses the U.S. patent rights for the use of Telomir-1 in human applications from MIRALOGX, LLC (MIRALOGX), an intellectual property development and holding company owned by a trust established by the Companys foundera related party to the Company and greater than 10% shareholder. On August 11, 2023, (the Effective Date), the Company and MIRALOGX entered into an Amended and Restated Exclusive License Agreement, under which the Company has the exclusive perpetual right and license under the above-described patent rights to make, have made, use, and sell Licensed Products in the U.S. for human uses and preclinical studies and activities of any kind conducted in furtherance of obtaining regulatory approval or commercialization for human uses (the MIRALOGX License Agreement). On November 10, 2023, the Company and MIRALOGX entered into the Amendment No. 1 to the Amended and Restated License Agreement, pursuant to which the field of use relating to the license was amended to include therapeutic treatments and other medical or health uses in animals, in addition to humans, and related preclinical studies and activities conducted in furtherance of obtaining regulatory approval for and commercialization of veterinary, in addition to human, therapeutic treatments and uses (together with the Initial MIRALOGX License Agreement, the MIRALOGX License Agreement). Licensed Product is defined in the agreement as a drug product containing as an active agent 2,4,6-tris(3,4-dihydro-2H-pyrrol-2-yl) pyridine or a pharmaceutically acceptable salt, ester, or solvate thereof. The Company also has the right to grant corresponding sublicenses under the licensed patent rights. The MIRALOGX License Agreement provides for the payment to MIRALOGX of an 8% royalty (payable quarterly) on the Companys net sales of Licensed Products by the Company or its sublicensees and on non-royalty bearing milestone revenue. There are no up-front, execution, or milestone payments in the license agreement. Further, no payments have been made to date under the agreement. The term of the license from MIRALOGX will continue through the date of the expiration of the last-to-expire licensed patent or, if later, the date of the expiration of the last strategic partnership/sublicensing agreement covering the licensed products. The patent rights are expected to extend through 2043, and additional patent terms may be awarded, including additional patent terms based on the time taken for regulatory review of drug products. The agreement also provides that Telomir may bring suit in its own name to enforce patent rights. MIRALOGX will control the prosecution of the patent applications for Telomir-1. Telomir is required to be kept informed by MIRALOGX of patent prosecution activities and may select identified countries for patent protection. Telomir is to reimburse MIRALOGX for patent prosecution and maintenance costs. **Note 4. Related parties balances and transactions** **Due to Officer** On May 27, 2025, 400,000 fully vested common shares were granted for services to our Chairman and Chief Executive Officer, Erez Aminov, who is the son-in-law of Jonnie R. Williams (see below). The shares were valued at $840,000 based on the stock quoted trading price at the grant date and were expensed immediately as compensation expense. In December 2025, Mr. Aminov transferred $155,518 to the Company, for the Company to use to pay certain payroll withholding taxes Mr. Aminov owed as a result of this RSU grant. These payroll taxes ultimately were not paid in the Companys payroll processing. Therefore, in January 2026, $155,518 was paid back to Mr. Aminov so he can remit this amount directly to the IRS. The company, however, did remit the employer portion of his Medicare taxes totaling $12,180 in 2025. **Due from related parties** ** During the year ended December 31, 2023, the Company provided working capital advances to companies under common control. These advances were due on demand and are non-interest bearing. Amounts due from related parties as of December 31, 2023 were $0.13million. In 2024, the company under common control was dissolved and therefore the amount due become uncollectable and was written off and reflected as credit loss expense, which is included in general and administration expenses. As of December 31, 2024, there wasnoamount due from related parties. | F-10 | | **Due to related parties** During the year ended December 31, 2024, the Company received working capital advances from related party companies under common control. These advances are due on demand and are non-interest bearing. During the year ended December 31, 2025, a related party, MIRALOGX, shipped pharmaceutical chemicals to Telomirs service provider for ongoing research at a cost of approximately $224,800. As of December 31, 2025 and 2024, the amounts due to related parties is $318,234 and $93,432, respectively. **Investment from Largest Shareholder** On May 19, 2025, the Company entered into an agreement to raise $3 million in equity financing through a direct investment by The Bayshore Trust, an entity affiliated with the Companys largest shareholder, Jonnie R. Williams, Sr. The transaction was structured as a straight restricted common stock deal with no warrants. The Company issued 333,334 restricted shares of its common stock, no par value (the Common Stock) at a purchase price of $3.00 per share, representing an 18% premium to the closing share price of the Common Stock of $2.54 on the date of execution (the Bayshore Financing). The Company received the initial payment of $1 million for the Bayshore Financing on May 20, 2025. In July 2025, an additional $2 million was received, for the issuance of 666,666 shares. **Bay Shore Trust Line of Credit** On June 15, 2023, the Company entered into a Promissory Note and Loan Agreement with the Bay Shore Trust, a trust established by the Companys founder, Jonnie R. Williams, Sr., and under which various of his family members are beneficiaries. Under this Promissory Note and Loan Agreement (the Bay Shore Note), the Company had the right to borrow up to an aggregate of $5 million from the Bay Shore Trust at any time up to the second anniversary of the issuance of the Bay Shore Note or, if earlier, upon the completion of the Companys IPO. As of December 31, 2025 and 2024, the line of credit is no longer available as the IPO was completed in February 2024. In consideration of the loan facility provided by the Bay Shore Trust, the Company issued to the Bay Shore Trust a Common Stock purchase warrant on June 15, 2023 giving the Bay Shore Trust the right to purchase up to 2,439,025 shares of Common Stock at an exercise price of $3.73 per share (See Note 7). **Starwood Trust Line of Credit and Stock Purchase Agreement** On September 24, 2024 the Company entered into an unsecured Promissory Note and Loan Agreement (the Starwood Note) with the Starwood Trust, a separate related party trust established by the Companys founder, Jonnie R. Williams, Sr. who is the sole owner of Bay Shore Trust as well as our largest shareholder, and under which various of his family members are beneficiaries. Under the Starwood Note, the Company has the right to borrow up to an aggregate of $5million from the Starwood Trust at any time up until September 24, 2026, the second anniversary of the note. The Companys right to borrow funds under the Starwood Note is subject to the absence of a material adverse change in its assets, operations, or prospects The Starwood Note contains default provisions in which in the event of the Company misses payment, makes false representations, fails to comply in any material respect to covenants, files for bankruptcy, or experiences a material adverse change in is assets or operations than the Company is considered in default and the entire unpaid principal and accrued interest is due immediately. The Starwood Note, together with accrued interest, is to become due and payable on the second anniversary of the issuance of the note, provides for prepayment at any time without penalty, and accrues simple interest at a rate equal7% per annum. As of December 31, 2025 and 2024, the Company has not borrowed any amounts under the Starwood Note. Further, on December 9, 2024, Starwood Trust entered into a stock purchase agreement with the Company to purchase 142,857 shares of unregistered common stock at $7 a share for a total of $1.0 million in proceeds to the Company. **License agreement -**See Note 3 **Related Party Travel Costs** On April 1, 2023 the Company entered into an Agreement For Shared Lease Costs (the Shared Agreement) with MIRALOGX, LLC, a related party under which we have agreed to pay our pro rata share of the operating usage costs owing by MIRALOGX under an aircraft lease agreement between MIRALOGX and Supera Aviation I LLC (Supera Aviation) based on our usage of the leased aircraft each month. No amounts are payable by the Company under this agreement unless and to the extent the Company chooses to utilize the leased aircraft, and the Company may discontinue the use of the aircraft and terminate this agreement at any time. Supera Aviation is a company owned by Starwood Trust, a trust established by Mr. Williams, the Companys founder and largest shareholder. For the year ended December 31, 2025 and December 31, 2024, the Company incurred nil and $0.37 million, respectively, in expenses under the aircraft lease agreement. The aircraft lease was terminated in April 2024 and no other costs have been incurred under this agreement since the lease termination (See Note 6 Variable lease costs). | F-11 | | **Related Party Rental Agreement***-* see Note 6 for Variable lease costs. **Note 5. Proposed Merger Agreement** **** The Company and TELI Pharmaceuticals, Inc., a related party private company incorporated under the laws of Delaware (TELI) have entered into an Agreement and Plan of Merger and Reorganization, dated November 20, 2025, and as amended on February 4, 2026 (collectively, the Merger Agreement), pursuant to which a wholly owned subsidiary of Telomir will merge with and into TELI, with TELI surviving as a wholly owned subsidiary of Telomir (the Merger), subject to shareholder approval. At the effective time of the Merger (the Effective Time), each outstanding share of common stock of TELI, $0.0001 par value per share (TELI Common Stock), will be converted into the right to receive such number of Telomir Common Stock as is calculated based on the exchange ratio of the shares for the Merger (the Exchange Ratio). The Exchange Ratio is calculated using the relative company valuations of each of Telomir and TELI, as determined by an independent valuation firm. It is expected that shareholders of TELI will receive one share of Telomir Common Stock for each share of TELI Common Stock held (the Merger Share Consideration). The Telomir Common Stock issued as the consideration will not be registered for trading under the Securities Act. The Merger will result in an alignment of U.S. and non-U.S. rights to Telomir-1 within a single public company structure, thereby simplifying global development and partnership efforts. As a result of the Merger, Telomir will own the entire worldwide intellectual property portfolio and development programs related to Telomir-1. The transaction is expected to be recorded as an asset acquisition from a related party at acquired cost basis with two assets to be acquired, the license agreement and $1,000,000 in cash or marketable securities. TELI is a newly formed legal entity with no revenue, no employees, no facilities, and no infrastructure. TELIs assets as of the Merger Date will consist exclusively of the $1,000,000 in cash or marketable securities and the Telo-1 license agreement with MIRALOGX. MIRALOGX is the licensor of the Companys and TELIs rights to Telomir-1. MIRALOGX is a separate intellectual property development company owned by the Bayshore Trust. The Bayshore Trust, a related party, is also TELIs largest stockholder. The license agreement grants rights to develop and commercialize the Telomir-1 compound in the United Arab Amirates, Australia, Canada, China, European Union, Israel, India, Japan, South Korea, Mexico, Argentina, Taiwan and Uruguay. No other tangible or intangible assets, such as equipment, customer relationships, or developed technologies, will be transferred. The contingent consideration to Telomir in the transaction consists of two possible payments. Certain shareholders of TELI will agree to provide $2 million upon FDA acceptance of an Investigational New Drug or IND application for Telomir-1, and $2 million upon initiation of a Phase 1/2 study. **Note 6. Leases** The Companys former corporate headquarters was located in Baltimore, Maryland, which included a lease for office space. This lease began in November 2022 and expired in April 2024. The lease was not renewed. To align with the accounting and administrative staff detailed below, the Company moved all remaining corporate activities in April 2024 to the shared space in Tampa, Florida referenced below within variable lease costs. In September 2024, the Company decided to no longer utilize the shared space and moved to a virtual office model. The Company has not had a physical office space since October 2024. **Variable lease costs** Variable lease costs primarily include utilities, property taxes, and other operating costs that are passed on from the lessor for the former corporate headquarters in Baltimore, Maryland. Variable lease costs related to the usage of the MIRALOGX airplane include usage expenses, which includes pilot expenses, jet fuel and general flight expenses that totaled nil and $0.32 million in 2025 and 2024, respectively. Beginning August 1, 2023, the Companys accounting and administrative staff began sharing office space with a related party in Tampa, Florida. During the year ended December 31, 2024, this variable least cost related to the Tampa, Florida space totaled $0.02 million. The Company did not have lease costs during the year ended December 31, 2025. The components of lease expense were as follows: Schedule of Components of Lease Expenses | | | 2025 | | | 2024 | | | | | | Year ended December 31, | | | | | | 2025 | | | 2024 | | | | Lease Costs | | | | | | | | | | | Operating lease cost | | | | | | | | | | | Operating lease | | $ | - | | | $ | 55,667 | | | | Variable lease costs | | | - | | | | 336,656 | | | | Total lease cost | | $ | - | | | $ | 392,323 | | | | F-12 | | **Note 7. Stockholders equity** **Capital stock** The Company has the authority to issue 400,000,000 shares of capital stock, consisting of 300,000,000 shares of Common Stock and 100,000,000 shares of undesignated preferred stock, whose rights and privileges will be defined by the Board of Directors when a series of preferred stock is designated. **Common Stock** **** **2024** On February 13, 2024, the Company closed its initial public offering consisting of1,000,000shares at a price of $7.00per share for approximately $7.0million in gross proceeds. After deducting the underwriting commission and other offering expenses totaling $1.2million, the net proceeds to the Company were $5.8million (the IPO). On December 9, 2024, Starwood Trust, a related party, entered into a stock purchase agreement with the Company to purchase 142,857 shares of unregistered common stock at $7 a share for a total of $1.0 million in proceeds to the Company. During the year ended December 31, 2024, deferred offering costs from December 31, 2023 of $303,281 and offering costs of $863,744 incurred in 2024 were charged against additional paid in capital. **2025** On February 14, 2025, the Company filed a shelf registration statement with the SEC to facilitate the issuance of our common stock and entered into an At The Market Offering Agreement (the ATM Agreement) with Rodman & Renshaw LLC under which the Company may offer and sell shares of its Common Stock, with an aggregate offering amount to be sold of up to $100,000,000. During the year ended December 31, 2025, the Company sold a total of 3,218,300 shares of its common stock, at a weighted average price of $2.12 for total proceeds of $6,553,209, net of costs of $72,092. On May 19, 2025, the Company entered into an agreement to raise $3million in equity financing through a direct investment by The Bayshore Trust, an entity affiliated with the Companys largest shareholder. The transaction was structured as a straight restricted common stock deal with no warrants. The Company issued333,334restricted shares of its common stock, no par value at a purchase price of $3.00per share, representing an18% premium to the closing share price of the Common Stock of $2.54on the date of execution (the Bayshore Financing). The Company received the initial payment of $1million for the Bayshore Financing on May 20, 2025. In July 2025, an additional $2million was received, for the issuance of666,667shares. On May 27, 2025,400,000fully vested common shares were granted for services to the Companys CEO. The restricted shares were valued at $840,000based on the stock quoted trading price at the grant date and were expensed immediately as compensation expense. **Warrants** In connection with various transactions and the IPO summarized below, the Company issue stock warrants. Warrant activity for the years ended December 31, 2025 and 2024 is summarized below: Schedule of Warrant Activity | | | | | | Weighted Average | | | | | | | | | Number of | | | | | | Remaining Contractual | | | Aggregate Intrinsic | | | | | | Warrants | | | Exercise Price | | | Term (Years) | | | Value | | | | Outstanding as of December31, 2023 | | | 2,774,057 | | | $ | 4.85 | | | | 4.5 | (1) | | | - | | | | Granted | | | 50,000 | | | | 7.00 | | | | 3.2 | | | | - | | | | Exercised | | | (10,000 | ) | | | 3.73 | | | | | | | | | | | | Outstanding as December 31, 2024 | | | 2,814,057 | | | | 4.97 | | | | 3.49 | (2) | | | - | | | | Granted | | | - | | | | | | | | | | | | | | | | Exercised | | | - | | | | | | | | | | | | | | | | Outstanding as of December 31, 2025 | | | 2,814,057 | | | | 4.97 | | | | 2.45 | (2) | | | - | | | | (1) | The warrants herein consist of various contractual terms. The warrants herein consist of 2,439,025 warrants issued to Bay Shore Trust that have a remaining contractual term of 2.5 years as of December 31, 2025, and 335,032 warrants issued to investors associated with the 2023 Private Placement that currently have an indeterminable contractual term. See disclosures below for more information on these warrants | | | | | | | (2) | The warrants herein consist of various contractual terms. The warrants herein consist of 2,429,025 warrants issued to Bay Shore Trust that have a remaining contractual term of 2.5 years as of December 31, 2025; 335,032 warrants issued to investors associated with the 2023 Private Placement that currently have an indeterminable contractual term, and 50,000 warrants issued to underwriters as part of the IPO with a remaining contractual life of 3.2 years. See disclosures below for more information on these warrants | | | F-13 | | **Private placement Warrants** During the year ended December 31, 2023, the Company issued to the 2023 Private Placement investors a Common Stock warrant the right to purchase up to 268,025 shares of common stock at an exercise price of $15.42 per share. The Company also issued to the placement agent a Common Stock warrant the right to purchase up to 67,007 shares of common stock at an exercise price of $3.73 per share. Both issuances of warrants are immediately vested and will be exercisable any time until the day that is one year plus ninety days from the date an Investigational New Drug, or IND, filing is made with the FDA. **Bay Shore Trust Warrants** In consideration of the line of credit provided by the Bay Shore Trust, the Company issued to the Bay Shore Trust a common stock purchase warrant on June 15, 2023 giving the Bay Shore Trust the right to purchase up to2,439,025shares of common stock at an exercise price of $3.73per share. This warrant will expire five years after the date of grant.. The fair value of the warrants were estimated on the grant date using the Black-Scholes valuation model and level 3 inputs based on assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate, which resulted in $5.95million of deferred financing costs. In 2023 this cost was recorded as deferred financing costs and additional paid in capital on the balance sheet and was amortized straight-line over the term of the line of credit (which is 24 months). Associated amortization of deferred finance costs was recorded to interest expense on the statement of operations. The line of credit expired upon the IPO occurring in February 2024, and as such the remaining deferred financing costs associated with the warrant was fully amortized to interest expense in 2024. As of December 31, 2024, the warrant is fully amortized (see Note 4). On November 22, 2024, Bay Shore Trust transferred 100,000 warrants to an unaffiliated party as part of a gift transfer. In December 2024,10,000 Common Stock warrants were exercised at an exercise price of $3.73 per share and the Company issued10,000shares of Common Stock upon such exercise in exchange for $37,300 delivered to the Company. **Underwriter warrants** In connection with the IPO in February 2024, the Company issued50,000warrants to purchase Common Stock to the IPO underwriter (or its designees) at an exercise price of $7.00which are exercisable immediately and expire in the four-and-a-half-year period commencing six months after the commencement of sales in the IPO. The warrants provide for registration rights (including a one-time demand registration right and piggyback registration rights that expire 5 years from the commencement of sales of the offering) and customary anti-dilution provisions as permitted under FINRA Rule 5110(g)(8). The fair value of the warrants were estimated on the grant date using the Black-Scholes valuation model and level 3 inputs based on assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate, which resulted in $0.2 million of equity issuance costs. The warrants were considered equity issuance costs and therefore there was no financial statement impact during the year ended December 31, 2024. Key assumptions used to value underwriter warrants in February 2024 are as follows: Schedule of Key Assumptions Used to Value Warrants | Expected price volatility | | | 84.78 | % | | | Risk-free interest rate | | | 4.14 | % | | | Fair Market Value of underlying Common Stock | | $ | 7.01 | | | | Expected term in years | | | 5 years | | | | Dividend yield | | | - | | | **2023 Omnibus Incentive Plan** In December 2023, the Companys Board of Directors adopted the Companys 2023 Omnibus Incentive Plan, (2023 Plan). The 2023 Plan authorizes the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, to the Companys employees and any of its parent and subsidiary corporations employees, and for the grant of nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to the Companys employees, directors, and consultants and any of its future subsidiary corporations employees and consultants The 2023 Plan provides that 6,500,000 shares of the Companys Common Stock are reserved for issuance under the 2023 Plan, all of which may be issued pursuant to the exercise of incentive stock options. | F-14 | | **Stock-based compensation** Stock options The vesting period for stock options granted is generally immediately to one year. All stock options granted under the 2023 Plan have a maximum contractual term of ten years. The grant-date fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option-pricing model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. In 2024 expected price volatility is based on the historical volatilities of a peer group as the Company does not have a multi-year trading history for its shares. Industry peers consist of several public companies in the biotech industry similar to the Company in size, stage of life cycle and product indications. Starting in 2025 expected price volatility is based solely on the Companys trading history for its common stock. Expected term of options granted is derived using the simplified method which computes expected term as the average of the sum of the vesting term plus contract term. The risk-free rate is based on the 5-year U.S. Treasury yield curve in effect at the time of grant. The Company recognizes forfeitures as they occur. The weighted average assumptions for grants are provided in the following table: Schedule of Key Assumptions Used to Value Stock Options | | | Year ended December 31, | | | | | | 2025 | | | 2024 | | | | Expected volatility | | | 92.5 - 139.0 | % | | | 88.8 - 90.4 | % | | | Expected term (years) | | | 5.0 - 5.4 | | | | 5.1 - 5.6 | | | | Expected dividend yield | | | 0 | % | | | 0 | % | | | Risk-free interest rate | | | 4.1 - 4.2 | % | | | 3.7 | % | | During the year ended December 31, 2025, the Company issued stock options under the 2023 Plan as follows: Schedule of Issued Stock Options | Date | | Number of stock options | | | Exercise Price | | | Vesting period | | | May 13 | | | 50,000 | | | $ | 2.75 | | | one year | | | May 27 | | | 2,000,000 | | | $ | 2.10 | | | immediate | | | October 15 | | | 37,500 | | | $ | 1.73 | | | one year | | A summary of the Companys stock option activity is as follows: Schedule of Stock Option Activity | | | | | | Weighted Average | | | | | | | | | Number of stock options | | | Exercise price | | | Remaining contractual life (years) | | | Aggregate intrinsic value | | | | Balance at December 31, 2024 | | | 2,352,670 | | | $ | 5.02 | | | | 9.6 | | | $ | - | | | | Granted | | | 2,087,500 | | | $ | 2.11 | | | | | | | | | | | | Expired | | | (72,500 | ) | | $ | 5.02 | | | | | | | | | | | | Forfeited | | | (180,000 | ) | | $ | 5.02 | | | | | | | | | | | | Balance at December 31, 2025 | | | 4,187,670 | | | $ | 3.57 | | | | 9.0 | | | $ | - | | | | | | | | | | | | | | | | | | | | | | | Vested and exercisable at December 31, 2025 | | | 4,125,170 | | | $ | 3.60 | | | | 9.0 | | | $ | - | | | | Vested and expected to vest at December 31, 2025 | | | 4,187,670 | | | $ | 2.14 | | | | 9.6 | | | $ | - | | | The Company recognized approximately $5.3 million and $6.9 million in stock-based compensation in 2025 and 2024, respectively. The weighted average grant-date fair values of options granted during the years ended December 31, 2025 and 2024 were $1.84 and $3.80 per share, respectively. The grant date fair value of shares vested during the years ended December 31, 2025 and 2024 was $11.8 million and $4.0 million, respectively. As of December 31, 2025, there is $83,600 of unrecognized compensation cost related to unvested stock options granted under the Companys 2023 Plan that is expected to be recognized over the next year. Restricted Stock Units (RSUs) In 2025 the Chairman and CEO was issued RSUs for 400,000common shares which were fully vested upon grant. These RSUs were valued at $840,000based on the stock quoted trading price at the grant date and were expensed immediately as compensation expense. | F-15 | | **Note 8 Income Taxes** **** The significant components of the Companys net deferred tax assets and liabilities consisted of the following: Schedule of Net Deferred Tax Assets | | | 2025 | | | 2024 | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | Deferred tax assets: | | | | | | | | | | | Net operating loss carryforward | | $ | 7,643,465 | | | $ | 4,427,679 | | | | Section 174 capitalized research and development | | | 700,121 | | | | 995,500 | | | | Goodwill and intangibles | | | 23,339 | | | | 28,007 | | | | Stock-based compensation | | | 2,856,673 | | | | 1,680,018 | | | | Tax credits | | | 51,278 | | | | 51,278 | | | | Deferred tax assets, gross | | | 11,274,876 | | | | 7,182,482 | | | | Less: valuation allowance | | | (11,274,876 | ) | | | (7,182,482 | ) | | | Deferred tax assets, net | | | - | | | | - | | | | Deferred tax liabilities | | | - | | | | - | | | | Total net deferred tax asset | | $ | - | | | $ | - | | | Provision for (benefit from) income taxes consisted of the following: Schedule of Provision for Income Taxes | | | 2025 | | | 2024 | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | Deferred tax: | | | | | | | | | | | Federal | | $ | (463,477 | ) | | $ | - | | | | State | | | 463,477 | | | | - | | | | Total deferred tax expense (benefit) | | | - | | | - | | | | Total provision for income taxes | | $ | - | | $ | - | | | Beginning in 2022, in accordance with Internal Revenue Code Section 174, Qualified Research Expenditures are capitalized for tax purposes and amortized over a period of five years. Accordingly, for income tax purposes, and as of December 31, 2025 and 2024, the Company has recorded a deferred tax asset totaling approximately $0.7 million and $1.0 million, respectively, related to the timing difference between GAAP and Tax recognition of these expenditures. Under current law, beginning in tax years after December 31, 2024, domestic research and experimental expenditures may again be deducted currently for U.S. federal income tax purposes; however, the Company continues to carry deferred tax assets related to research costs capitalized in prior periods that will reverse as amortization deductions are claimed. A reconciliation of the statutory U.S. federal income tax rate to the Companys effective income tax rate is as follows: Schedule of Reconciliation Effective Income Tax Rate | | | Amount | | | Rate | | | | Provision for income taxes at U.S. federal statutory rate | | $ | (2,186,773 | ) | | | 21.00 | % | | | State income taxes, net of federal benefit | | | 463,477 | | | | (4.45 | )% | | | Other | | | 23,616 | | | | (0.02 | )% | | | Changes in valuation allowance | | | 2,928,495 | | | | (28.12 | )% | | | True-ups | | | (1,228,815 | ) | | | 11.80 | % | | | Net actual effective rate | | $ | - | | | 0.21 | % | | ASC Topic 740 requires that a deferred tax amount be reduced by a valuation allowance if, based on the weight of available evidence it is more likely than not (a likelihood of more than 50%) that some portion or all of the deferred tax assets will not be realized. The valuation allowance should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized. The Company has recorded a full valuation allowance against its deferred tax assets generated by net operating loss carryforwards as it has determined that such amounts may not be recognizable, given the historical losses of the Company to date. As of December 31, 2025, the Company has a cumulative federal net operating loss carryforward of approximately $30.2 million. The net operating loss carryforward have no expiry date. | F-16 | | **SIGNATURES** In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. | | TELOMIR PHARMACEUTICALS, INC. | | | | | | | | Date: March 17, 2026 | By: | /s/ Erez Aminov | | | | | Erez Aminov | | | | | Chief Executive Officer | | | | | (Principal Executive Officer) | | | | | | | | | By: | /s/ Alan Weichselbaum | | | | | Alan Weichselbaum | | | | | Chief Financial Officer | | | | | (Principal Financial Officer) | | In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. | Person | | Capacity | | Date | | | | | | | | | | /s/ Erez Aminov | | Chief Executive Officer and Chair | | March 17, 2026 | | | Erez Aminov | | (Principal Executive Officer) | | | | | | | | | | | | /s/ Alan Weichselbaum | | Chief Financial Officer | | March 17, 2026 | | | Alan Weichselbaum | | (Principal Financial Officer and Principal Accounting Officer) | | | | | | | | | | | | /s/ Ned MacPherson | | Director | | March 17, 2026 | | | Ned MacPherson. | | | | | | | | | | | | | | /s/ Matthew Pratt Whalen, CPA | | Director | | March 17, 2026 | | | Matthew Pratt Whalen, CPA | | | | | | | | | | | | | | /s/ Matthew P. Del Giudice | | Director | | March 17, 2026 | | | Matthew P. Del Giudice | | | | | | | 62 | |