Telomir Pharmaceuticals, Inc.
For the period ended Dec 31, 2025. Filed Mar 17, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 17, 2026
TELO$0.71-9.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-04.
0001493152-25-004872
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-17.
0001493152-26-010625
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 56 previous paragraphs and 55 current paragraphs.
37 unchanged; 11 reworded; 6 added; 8 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 5 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
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.
Current report
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.
Current report
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”.
Current report
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.
Current report
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.
Current report
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.
Removed paragraphs (8)
Previous report
We are a pre-clinical-stage pharmaceutical company seeking to lead development in age-reversal science. The Company is focused on the development of Telomir-1, a novel small molecule metal ion regulator, designed to lengthen the DNA’s protective telomere caps, which are crucial in the aging process. The Company’s goal is to explore the potential of Telomir-1 starting with ongoing research in animals and then in humans.
Previous report
Reverse Stock Split
Previous report
Effective December 11, 2023, we completed a reverse stock split of our outstanding common stock upon the filing of our Second Amended and Restated Articles of Incorporation with the Florida Secretary of State. No fractional shares were or will be issued in connection with the reverse stock split, and all such fractional shares resulting from the reverse stock split were and will be rounded up to the nearest whole number. The shares issuable upon the exercise of our outstanding warrants, and the exercise prices of such warrants, have been adjusted to reflect the reverse stock split. Unless otherwise noted, the share and per share information in this Annual Report reflects the reverse stock split.
Previous report
Major components of research and development expenses during 2024 is as follows:
Previous report
***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 report
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 report
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 report
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.
Reworded paragraphs (11)
Previous wording
We had net losses of $16.5 million and $13.1 million for the years ended December 31, 2024 and 2023, respectively.
Current wording
We had net losses of $10.4 and $16.5 million for the years ended December 31, 2025 and 2024, respectively.
Previous 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.
Current wording
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.
Previous 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.
Current wording
***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.
Previous 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.
Current wording
***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:
Previous 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.
Current wording
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.
Previous 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.* *
Current wording
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.
Previous wording
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 of 7% per annum, simple interest.
Current wording
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.
Previous wording
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.
Current wording
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.
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 $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.
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 $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.
Previous 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.
Current wording
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.
Previous 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.
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, offset by $0.5 million in repayments to a related party.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
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.