Telomir Pharmaceuticals, Inc.
For the period ended Sep 30, 2025. Filed Nov 10, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 10, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the quarterly period ended September 30,2025
| ☐ | 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 | 87-2606031 |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 100 SE 2nd St, Suite 200 #1009 Miami, Florida | 33131 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number (including area code):
(786) 396-6723
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock, no par value | TELO | The Nasdaq Capital Market |
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, or a non-accelerated filer or a smaller reporting 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒
As of November 7, 2025, there were 34,380,971 shares of registrant common stock issued and outstanding.
Quarterly Report on Form 10-Q
TABLE OF CONTENTS
| Page | |||
|---|---|---|---|
| Part I. Financial Information | |||
| Item 1. | Condensed Financial Statements (unaudited) | 3 | |
| Condensed Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024 | 3 | ||
| Condensed Statements of Operations for the three and nine months ended September 30, 2025 and 2024 (unaudited) | 4 | ||
| Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the three and nine months ended September 30, 2025 and 2024 (unaudited) | 5 | ||
| Condensed Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (unaudited) | 6 | ||
| Notes to Condensed Financial Statements (unaudited) | 7 | ||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 14 | |
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 19 | |
| Item 4. | Controls and Procedures | 19 | |
| Cautionary Note on Forward Looking Statements | 20 | ||
| Part II. Other Information | 21 | ||
| Item 1 | Legal Proceedings | 21 | |
| Item 1A. | Risk Factors | 21 | |
| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 21 | |
| Item 3 | Defaults upon Senior Securities | 21 | |
| Item 4 | Mine Safety Disclosures | 21 | |
| Item 5 | Other Information | 21 | |
| Item 6. | Exhibits | 21 | |
| Signatures | 22 | ||
CONDENSED BALANCE SHEETS
| September 30, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| (unaudited) | ||
| ASSETS | ||
| Current assets: | ||
| Cash | $7,329,298 | $1,266,131 |
| Prepaid expenses | 72,819 | 57,874 |
| Total current assets | 7,402,117 | 1,324,005 |
| Total assets | $7,402,117 | $1,324,005 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
| Current liabilities: | ||
| Trade accounts payable and accrued liabilities | $329,375 | $587,536 |
| Due to related parties | 93,432 | 93,432 |
| Total current liabilities | 422,807 | 680,968 |
| Total liabilities | $422,807 | $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, 33,830,971 and 29,762,671 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively. | - | - |
| Additional paid-in capital | 45,928,180 | 31,239,895 |
| Accumulated deficit | (38,948,870) | (30,596,858) |
| Total stockholders’ equity | 6,979,310 | 643,037 |
| Total liabilities and stockholders’ equity | $7,402,117 | $1,324,005 |
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