Item 7.
MANAGEMENT’S 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, Telomir’s stockholders will continue to own and hold their existing shares
of Telomir Common Stock. Following the Merger, Telomir’s shares will continue to be listed on the Nasdaq under the symbol “TELO”.
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
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.
Results
of Operations for years ended December 31, 2025 and 2024
For the year ended December 31,
Revenues $ - $ -
Operating costs:
Related party travel costs - 370,500
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.
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,
Net cash provided by (used in):
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.
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 costs we incur in maintaining business operations;
● the costs associated with being a public company;
● the effect of competing technological and market developments; and
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.
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 auditor’s 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 auditor’s 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 Officer’s 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 in Rules 13a-15(e) or 15d-15(e) under
the Exchange Act) as of December 31, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e)
and 15d-15(e) under the Exchange 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 the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC’s 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 the Exchange Act is accumulated and communicated to the company’s 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.
Management’s 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 the Securities
Exchange Act of 1934, as amended). Internal control over financial reporting is a process designed by, or under the supervision of, the
Company’s principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of the Company’s 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 Company’s 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 Company’s 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 Company’s internal control over financial reporting was effective
as of December 31, 2025.
This Report does not include an attestation report
of the Company’s 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 (“EGC’s”) are exempt from this requirement
entirely until they are no longer an EGC. Management’s report is not subject to attestation by the Company’s 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.
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 arm’s-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 Company’s founder for the benefit of the founder’s family. Under the Starwood Note, the Company has 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.
The Company’s 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 equal 7% 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.
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 Committee’s 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.
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
23.1 Consent of Salberg & Company, P.A.
24.1 Power of Attorney (included on signature page)
^ Previously filed.
+ Denotes management contract or compensatory plan or arrangement.
TELOMIR PHARMACEUTICALS, INC.
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (PCAOB Firm ID 106) F-2
Statements of Operations for the years ended December 31, 2025 and 2024 F-4
Statements of Cash Flows for the years ended December 31, 2025 and 2024 F-6
Notes to Financial Statements F-7
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 Company’s ability to continue as a going
concern. Management’s 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 Company’s management. Our responsibility is to express an opinion on the Company’s
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 Company’s 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 Company’s 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
Telomir Pharmaceuticals, Inc.
BALANCE
SHEETS
December 31,
ASSETS
Current assets:
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable and accrued liabilities $ 536,769 $ 587,536
Accrued compensation - officer 417,470 -
Stockholders’ Equity
The accompanying notes to the financial statements
are an integral part of these statements.
Telomir Pharmaceuticals, Inc.
STATEMENTS
OF OPERATIONS
Year ended December 31,
Revenues $ - $ -
Operating costs:
Related party travel costs - 370,500
Basic and diluted net loss per share $ (0.33 ) $ (0.56 )
The accompanying notes to the financial statements
are an integral part of these statements.
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
The accompanying notes to the financial statements
are an integral part of these statements.
Telomir Pharmaceuticals, Inc.
statements
of cash flows
Year ended December 31,
Cash flows from Operating activities:
Adjustments to reconcile net loss to net cash used in operations
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:
Trade accounts payable and accrued liabilities (50,767 ) 183,629
Due to related parties 224,802 -
Accrued compensation - officer 417,470 -
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 -
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.
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 Company’s 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), Wilson’s 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 Alzheimer’s
disease.
As used herein, the Company’s common stock,
no par value per share, is referred to as the “Common Stock” and the Company’s 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.
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 of ASC