Telomir Pharmaceuticals Inc

Previous wording

We had net losses of $13.1 million and $0.85 million for the years ended December 31, 2023 and 2022, respectively.

Current wording

We had net losses of $16.5 million and $13.1 million for the years ended December 31, 2024 and 2023, respectively.

Previous wording

Our operating expenses have historically been the costs associated with our initial investment in pre-clinical research and development activities. We expect research and development expenses will 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.

Current wording

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.

Previous wording

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 expense. 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.

Current wording

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.

Previous wording

General and Administrative Expenses. We incurred general and administrative expenses of $0.6 million and $0.02 million during the years ended December 31, 2023 and 2022, respectively. General and administrative expenses consisted of consulting fees, office and rent expenses.

Current wording

General and Administrative Expenses. We incurred general and administrative expenses of $9.6 million and $0.6 million during the years ended December 31, 2024 and 2023, respectively. General and administrative expenses consisted of stock compensation expense of $6.7 million for new options granted in 2024, payroll expense of $1.2 million which increased compared to 2023 due to more employees after the IPO, accounting and legal expenses of $0.6 million relating to the IPO in 2024, and office and rent expenses of $1.1 million.

Previous wording

Related Party Travel Costs. We incurred $1.77 million in related party travel costs during the year ended December 31, 2023. There was no such expense incurred during the same period ended December 31, 2022. Related party travel costs consisted of a shared lease and use of an airplane with an entity under common control. The increase in related party travel costs is due to CRO and vendor site visits, plus IPO related efforts. The Company will not participate in the use of the airplane after March of 2024 and, pursuant to the terms of the agreement, constitutes no further obligation under the agreement.

Current wording

***Related Party Travel Costs.***We incurred $0.4 million and $1.8 million in related party travel costs during the years ended December 31, 2024 and December 31, 2023 respectively. Related party travel costs consisted of a shared lease and use of an airplane with an entity under common control. The related party travel costs are due to CRO and vendor site visits, plus IPO related efforts for the year ended December 31, 2023. We ceased using the airplane after March 2024 and our obligations related to this lease terminated shortly thereafter.

Previous wording

***Research and Development Expenses.***We incurred research and development expenses of $1.57 million and $0.8 million during the years ended December 31, 2023 and 2022, respectively. The increase in research and development expenses during 2023 compared to 2022 is due to the expansion of pre-clinical programs during 2023.

Current wording

***Research and Development Expenses.***We incurred research and development expenses of $2.2 million and $1.6 million during the years ended December 31, 2024 and 2023, respectively. The increase in research and development expenses during 2024 compared to 2023 is due to the expansion of pre-clinical programs during 2024.

Previous wording

Interest expense. We incurred $1.6 million in interest expense during the year ended December 31, 2023. There was no such expense during the same period ended December 31, 2022. Interest expense during 2023 was composed of debt issuance costs related to a line of credit financing.

Current wording

Interest expense. 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, 2023. 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.

Previous wording

***Loss on extinguishment of debt.***Pursuant to a conversion agreement, the following related party debt was converted to common stock (after giving effect to our 1-for-2.05 reverse stock split that occurred on December 11, 2023) on November 30, 2023: The Bay Shore Line of Credit – see note 4, balance of $1.4 million into 674,637 shares of our common stock and the MIRALOGX balance of $1.7 million. into 837,841 shares of our common stock. The conversion of the Bay Shore Line of Credit and MIRALOGX balances resulted in a loss on the debt conversion of $7,486,767 for the year ended December 31, 2023.

Current wording

***Loss on extinguishment of debt.***Pursuant to a conversion agreement, the following related party debt was converted to common stock (after giving effect to our 1-for-2.05 reverse stock split that occurred on December 11, 2023) on November 30, 2023: The Bay Shore Line of Credit – see note 4, balance of $1.4 million into 674,637 shares of our common stock and the MIRALOGX balance of $1.7 million. into 837,841 shares of our common stock. The conversion of the Bay Shore Line of Credit and MIRALOGX balances resulted in a loss on the debt conversion of $7,486,767 for the year ended December 31, 2023. No conversions occurred in 2024.

Previous wording

Since the Company’s inception in August 2021, we have financed our operations primarily through an unsecured line of credit with a major shareholder and an affiliated company and through a $1.0 million private placement of shares of our common stock that occurred during the first quarter 2023 at $3.73 per share (after giving effect to our 1-for-2.05 reverse stock split that occurred on December 11, 2023). We intend to finance our clinical development programs and working capital needs from existing cash, potential new sources of debt and equity financing, including the proceeds from our initial public offering that occurred in February of 2024.

Current wording

Since our inception in August 2021, we have financed our operations primarily through proceeds from our initial public offering that occurred in February of 2024, an unsecured line of credit with the Bay Shore Trust, our majority shareholder, through a $1.0 million private placement of shares of our Common Stock that occurred during the first quarter 2023 at $3.73 per share (after giving effect to our 1-for-2.05 reverse stock split that occurred on December 11, 2023), and through a $1.0 million stock purchase agreement of our Common Stock with Starwood Trust that occurred in the fourth quarter of 2024. 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.* *

Previous wording

On June 15, 2023, we entered into a Promissory Note and Loan Agreement with the Bay Shore Trust, a trust established by our 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”), we have 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 our initial public offering (“IPO”). Our right to borrow funds under the Bay Shore Note is subject to the absence of a material adverse change in its assets, operations, or prospects. The Bay Share Note, together with accrued interest, will become due and payable on the second anniversary of the issuance of the note, provided that it may be prepaid at any time without penalty. The Bay Shore Note will accrue interest at a rate equal to 7% per annum, simple interest, during the first year that the note is outstanding and 10% per annum, simple interest, thereafter. The Bay Shore Note is unsecured. As of November 30, 2023, the total amount outstanding under the Bay Shore Note was $1.4 million. The total amount outstanding was converted into 674,637 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. As of February 9, 2024, the agreement has been terminated.

Current wording

On June 15, 2023, we entered into a Promissory Note and Loan Agreement with the Bay Shore Trust, a trust established by our 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”), we have 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 our IPO. Our right to borrow funds under the Bay Shore Note is subject to the absence of a material adverse change in its assets, operations, or prospects. The Bay Share Note, together with accrued interest, will become due and payable on the second anniversary of the issuance of the note, provided that it may be prepaid at any time without penalty. The Bay Shore Note will accrue interest at a rate equal to 7% per annum, simple interest, during the first year that the note is outstanding and 10% per annum, simple interest, thereafter. The Bay Shore Note is unsecured. As of November 30, 2023, the total amount outstanding under the Bay Shore Note was $1.4 million. The total amount outstanding was converted into 674,637 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. As of February 9, 2024, the agreement has been terminated.

Previous wording

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.

Current wording

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.

Previous wording

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 $3.9 million for the year ended December 31, 2023 and an accumulated deficit of approximately $14.1 million as of December 31, 2023. As of December 31, 2023 we had cash and cash equivalents of approximately $0.001 million.

Current wording

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 $5.1 million for the year ended December 31, 2024 and an accumulated deficit of approximately $30.6 million as of December 31, 2024. As of December 31, 2024 we had cash and cash equivalents of approximately $1.3 million.

Previous wording

We currently expect that our cash and cash equivalents, when taking into account the net proceeds of $6.3 million from our initial public offering which closed on February 13, 2024, will be sufficient to fund our operations, development plans, and capital expenditures midway through the fourth quarter of 2024. As such, there is substantial doubt about the Company’s ability to continue as a going concern.

Current wording

We currently expect that our cash and cash equivalents will be sufficient to fund our operations, development plans, and capital expenditures midway through the second quarter of 2025. As such, there is substantial doubt about the Company’s ability to continue as a going concern.

Previous wording

We did not have any material non-cancellable contractual obligations as of December 31, 20023.

Current wording

We did not have any material non-cancellable contractual obligations as of December 31, 2024.

Previous wording

For year ended December 31, 2022, operating activities used $0.47 million of cash, primarily due to a net loss of $0.85 million, offset by a $0.38 million change in accounts payable. Accounts payable was composed of research and development payables and rent expenses.

Current wording

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.

Previous wording

For the year ended December 31, 2023, operating activities used $3.9 million of cash, primarily due to a net loss of $13.1 million, a $0.10 million change in accounts payable, accrued and prepaid expenses, offset by $1.6 million in amortization of debt issuance costs and $7.5 million of a loss on the conversion of debt to common stock. Accounts payable was composed of research and development payables, rent and legal expenses.

Current wording

For the year ended December 31, 2023, operating activities used $3.9 million of cash, primarily due to a net loss of $13.1 million, a $0.10 million net increase in accounts payable, accrued expenses and prepaid expenses, offset by $1.6 million in amortization of debt issuance costs and $7.5 million of a loss on the conversion of debt to common stock. Accounts payable was composed of research and development payables, rent and legal expenses.

Previous wording

For year ended December 31, 2022, financing activities provided $0.47 million of cash, resulting from $0.46 million in amounts due to a related party, $0.06 million in collection of stock subscription receivable, offset by a $0.05 million in deferred offering costs.

Current wording

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 and offset by $0.5 million in repayments to a related party.

Previous wording

For the year ended December 31, 2023, financing activities provided $3.9 million of cash, resulting from $1.7 million in net borrowings from a related party, $1.5 million in net borrowings under a related party line of credit, $1.0 million from the sale of common stock and offset by a $0.3 million in deferred offering cost and $0.05 million in repayments to related party.

Current wording

For the year ended December 31, 2023, financing activities provided $3.9 million of cash, resulting from $1.7 million in net borrowings from a related party, $1.5 million in net borrowings under a related party line of credit, $1.0 million from the sale of common stock and offset by a $0.3 million in deferred offering cost and $0.05 million in repayments to a related party.

Previous wording

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. Further, due to the completion of our initial public offering in February 2024, we expect to incur additional costs associated with operating as a public company. The timing and amount of our operating expenditure will depend largely on the factors set out above.

Current wording

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.

Previous wording

Our funding requirements and timing and amount of our operating expenditures will depend on many factors, including, but not limited to:

Current wording

Our funding requirements and timing and amount of our operating expenditure will depend on many factors, including, but not limited to:

Previous wording

Summary of Critical Accounting Policies

Current wording

Summary of Critical Accounting Policies and Estimates