Telomir Pharmaceuticals, Inc.
For the period ended Dec 31, 2025. Filed Mar 17, 2026.
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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 Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-04.
0001493152-25-004872
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-17.
0001493152-26-010625
Item 1A. Risk FactorsThe 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 195 previous paragraphs and 204 current paragraphs.
147 unchanged; 16 reworded; 35 added; 7 removed; 25 previous and 6 current paragraphs rearranged.
Tables are not compared: 24 previous and 27 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 (35)
Current report
As a very early development-stage enterprise that is focused on the development of a pre-clinical pharmaceutical product, TELI has generated no revenue to date. There can be no assurance that TELI will be successful in obtaining sufficient funding on terms acceptable to it to fund continuing operations, if at all, identify and enter into any strategic transactions that will provide the capital that TELI will require or achieve the other strategies to alleviate the conditions that raise substantial doubt about TELI’s ability to continue as a going concern. The failure to obtain sufficient capital on acceptable terms when needed may require TELI to delay, limit, or eliminate the development of business opportunities and TELI’s ability to achieve its business objectives. Any of such failures will materially adversely affect TELI’s competitiveness, and TELI’s business, financial condition, and results of operations. In addition, the perception that TELI may not be able to continue as a going concern may cause others to choose not to deal with it due to concerns about TELI’s ability to meet TELI’s contractual obligations.
Current report
In addition, a high portion of TELI’s costs are determined on an annual basis, due in part to TELI’s significant research and development costs. Thus, increases in TELI’s costs could disproportionately affect financial results in a quarter. Other factors, including non-cash expenses associated with financing activity, could also lead to fluctuations in TELI’s results of operations. Because of these factors, TELI’s operating and financial results in one or more future quarters may fail to meet the expectations of securities analysts or investors, which could cause TELO’s share price to decline.
Current report
TELI has yet to generate revenues or achieve a profit and may not generate revenue or achieve a profit for many years, if at all.
Current report
TELI has not yet produced any revenues or profit and may not for many years, if at all. TELI’s ability to generate revenue is dependent on the receipt of regulatory approval of TELI’s product candidates, which will take years to achieve and may not be obtained. We therefore cannot assure you TELI will be able to ever generate sufficient revenue to pay for TELI’s expenses or achieve profitability. TELI’s ability to continue as a going concern in the future is dependent upon raising capital from financing transactions and keeping operating expenses below TELI’s revenue levels in order to achieve positive cash flows, none of which can be assured.
Current report
All of TELI’s rights in Telomir-1 are granted to it under a license (“License”) from MIRALOGX LLC, a Florida corporation (“Licensor”), so TELI does not have an ownership interest in Telomir-1. The License gives TELI the right to make, use and sell Telomir-1 outside the United States. If TELI breaches the License or if the Licensor goes bankrupt, TELI could lose its rights to Telomir-1 and all of such rights would revert back to the Licensor. Further, Licensor will control the process of applying for and obtaining any patents or other intellectual property rights in Telomir-1, all at the expense of TELI. All of such patents and intellectual rights will be owned by Licensor, subject to TELI’s rights under the License. Furthermore, TELI has no control over the patent prosecution strategy, which is fully managed by the Licensor.
Current report
TELI’s rights to Telomir-1 are subject to royalties.
Current report
TELI entered into an exclusive licensing agreement with MIRALOGX for the licensing by MIRALOGX to TELI the international commercial rights of Telomir-1 (the “Telomir-1 Licensing Agreement”) in the United States, Mexico and Canada. Under the Telomir-1 Licensing Agreement TELI will owe MIRALOGX a royalty of 8% on all revenue it receives from Telomir-1, with a minimum annual royalty of $250,000 that begins in the first year that there is any revenue from Telomir-1. This $250,000 will be owed even if in any later year there is no revenue from Telomir-1 or if the 8% royalty rate on actual revenues yields less than $250,000. TELI’s failure to pay minimum royalties in any year would be a breach of the Telomir-1 Licensing Agreement and such breach would let the Licensor terminate TELI’s rights to Telomir-1.
Current report
MIRALOGX is the licensor of TELI’s rights to Telomir-1. MIRALOGX is a separate intellectual property development company owned by the Bayshore Trust. The Bayshore Trust is also TELI’s largest stockholder. MIRALOGX is 100% owned by the Bayshore Trust. TELI’s relationship with MIRALOGX and the Bayshore Trust may create, or may create the appearance of, conflicts of interest when TELI is faced with decisions that benefit MIRALOGX but do not benefit other holders of TELO Common Stock. Furthermore, in light of the license agreement that TELI has with MIRALOGX, if a dispute were to arise between MIRALOGX and TELO relating to TELI’s past or future relationship with MIRALOGX or with respect to intellectual property matters, there could be a conflict of interest that may make it more difficult for TELI to resolve such disputes on terms that are acceptable to TELI.
Current report
TELI’s product candidates, if approved, may not achieve the expected market acceptance and, consequently, limit TELI’s ability to generate revenue.
Current report
Even when product development is successful and regulatory approval has been obtained, TELI’s ability to generate sufficient revenue depends on the acceptance of its products by physicians and patients. There is no assurance that TELI’s product candidates will achieve the expected level of market acceptance and revenue if and when they obtain the requisite regulatory approvals. The market acceptance of any product depends on a number of factors, including the indication statement and warnings required by regulatory authorities in the product label. Market acceptance can also be influenced by continued demonstrations of efficacy and safety in commercial use, physicians’ willingness to prescribe the product, reimbursement from third-party payers such as government health care programs and private third-party payers, the price of the product, the nature of any post-approval risk management activities mandated by regulatory authorities, competition, and marketing and distribution support. Further, an ineffective or inefficient distribution model at launch may lead to the inability to fulfill demand, and consequently a loss of revenue. Any factors preventing or limiting the market acceptance of TELI’s products could have a material adverse effect on TELI’s business, results of operations and financial condition.
Current report
If the price for any future approved products decreases or if government and other third-party payers do not provide coverage and adequate reimbursement levels, TELI’s revenue and prospects for profitability will suffer.
Current report
Patients who are prescribed medicine for the treatment of their conditions generally rely on third-party payers to reimburse all or part of the costs associated with their prescription drugs. Reimbursement systems in international markets vary significantly by country and by region, and reimbursement approvals generally must be obtained on a country-by-country basis. Coverage and adequate reimbursement from governmental healthcare programs, such as Medicare and Medicaid, and commercial payers is critical to new product acceptance. Coverage decisions may depend upon clinical and economic standards that disfavor new drug products when more established or lower-cost therapeutic alternatives are already available or subsequently become available. Even if TELI obtains coverage for products TELI may market, the resulting reimbursement payment rates may require co-payments that patients find unacceptably high. Patients may not use TELI’s products if coverage is not provided, or reimbursement is inadequate to cover a significant portion of their cost.
Current report
In addition, the market for TELI’s products will depend significantly on access to third-party payers’ drug formularies or lists of medications for which third-party payers provide coverage and reimbursement. The industry competition to be included in such formularies often leads to downward pricing pressures on pharmaceutical companies. Also, third-party payers may refuse to include a particular branded drug in their formularies or otherwise restrict patient access to a branded drug when a less costly generic equivalent or other alternative is available, even if not approved for the indications for which TELI’s products are approved.
Current report
Third-party payers or governmental or commercial entities are developing increasingly sophisticated methods of controlling healthcare costs. The current environment is putting pressure on companies to price products below what they may feel is appropriate. Selling TELI’s products at less than an optimized price could impact its revenues and overall success as a company. It will be difficult to determine the optimized price for TELI’s products. In addition, in the U.S., no uniform policy of coverage and reimbursement for drug products exists among third-party payers. Therefore, coverage and reimbursement for its products may differ significantly from payer to payer. As a result, the coverage determination process is often a time-consuming and costly process that will require TELI to provide scientific and clinical support for the use of its products to each payer separately, with no assurance that coverage will be obtained. If TELI is unable to obtain coverage of, and adequate payment levels for, products we may market to third-party payers, physicians may limit how much or under what circumstances they will prescribe or administer them, and patients may decline to purchase them. This in turn could affect TELI’s ability to successfully commercialize products we may market, and thereby adversely impact TELI’s profitability, results of operations, financial condition, and future success.
Current report
In addition, where TELI has chosen to collaborate with a third party on product candidate development and commercialization, TELI’s partner may elect to reduce the price of its products in order to increase the likelihood of obtaining reimbursement approvals. In many countries, products cannot be commercially launched until reimbursement is approved and the negotiation process in some countries can exceed 12 months. In addition, pricing and reimbursement decisions in certain countries can be affected by decisions taken in other countries, which can lead to mandatory price reductions and/or additional reimbursement restrictions across a number of other countries, which may thereby adversely affect TELI’s sales and profitability. In the event that countries impose prices that are not sufficient to allow TELI or its partners to generate a profit, TELI’s partners may refuse to launch the product in such countries or withdraw the product from the market, which would adversely affect sales and profitability. Events, such as price decreases, government mandated rebates or unfavorable reimbursement decisions, could affect the pricing and reimbursement of TELI’s products and its other product candidates and could have a material adverse effect on TELI’s business, reputation, results of operations and financial condition.
Current report
Demand for TELI’s product candidates will likely be dependent on a number of social, political, legislative, and economic factors that are beyond its control. While we believe that there will be a demand for such drugs, and that the demand will grow, there is no assurance that such demand will happen, that we will benefit from any demand or that its business, in fact, will ever generate revenues from its drug development programs or become profitable.
Current report
Moreover, as generic versions of drug products enter the market, the price for such medicines may be expected to decline rapidly and substantially. Even if Telomir-1 is the first to obtain FDA approval of one of its product candidates, the future potential approval of generics could adversely affect the price TELI is able to charge, and the profitability of TELI’s product(s) will likely decline.
Current report
Mergers and acquisitions in the pharmaceutical and biotechnology industries may result in more resources being concentrated among a smaller number of TELI’s competitors. Smaller and other early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies.
Current report
These companies may compete with TELI in recruiting and retaining qualified scientific, management and commercial personnel, utilizing contract manufacturing facilities or contract research organizations (CROs), or establishing clinical trial sites and subject registration for clinical trials, as well as in acquiring technologies complementary to TELI’s research projects.
Current report
There are several conflicts of interests inherent in the Merger.
Current report
Several beneficial owners of TELI, are also related parties of Telomir. For example, our Chief Executive Officer, Erez Aminov, and owner of 5,369,860 shares of Telomir also holds a beneficial ownership interest of 7,919,710 shares, or 23%, on a fully diluted basis, of TELI. Furthermore, shares of Telomir are held by several trusts or individuals, also own shares of TELI. Specifically, (i) Bayshore Trust, holders of 5,406,431 shares of TELO, on a fully diluted basis, hold 10,798,767 shares of Telomir, or 31.4% on a fully diluted basis, and (ii) the Celeste J Williams Lifetime QTIP Trust holds of 1,853,659 shares of TELO and 1,000,000, or 2.9% shares of Telomir. Following the Merger, Mr. Aminov and Bayshore Trust are expected to each beneficially own 13,289,570 and 16,205,198 shares of Telomir, respectively, or 19.32% and 23.56% shares of Telomir respectively.
Current report
Furthermore, several of the parties in the Merger are related by marriage. For example, Erez Aminov, CEO of each of TELI and Telomir, is the son-in-law of Jonny Williams Sr., the beneficiary of the Bayshore Trust, and the largest shareholder of TELO, Telomir and the primary owner of MIRALOGX LLC, the licensor of Telomir-1 to each of TELI and Telomir.
Current report
Additionally, in connection with the approval of the Merger, the Board previously adopted an Executive Compensation Plan that provides for certain performance-based compensation arrangements for executive officers, including Erez Aminov, the Chief Executive Officer of TELO. These arrangements may be tied to the successful completion and overall value of the Merger. This would be separate from the shares of TELI Common Stock issued to Mr. Aminov in connection with the Merger.
Current report
Following the Merger, the TELI shareholders may potentially own a majority of TELO.
Current report
Following the issuance of the Merger Share Consideration, at the Closing, pre-Merger holders of TELI may potentially own a majority of the post-Merger TELO shares. Accordingly, after the completion of the Merger, the current stockholders of TELI will own a smaller percentage of the post-Merger combined company than their ownership of their respective companies prior to the Merger. Immediately after the Merger, TELO securityholders as of immediately prior to the Merger are currently estimated to own approximately 50% of the outstanding shares of the post-Merger company on a fully-diluted basis and former TELI securityholders are currently estimated to own approximately 50% of the outstanding shares of the combined post-Merger company on a fully-diluted basis.
Current report
There is no assurance when or if the Merger will be completed.
Current report
The completion of the Merger is subject to the satisfaction or waiver of a number of conditions as set forth in the Merger Agreement, including, among others, the receipt of the TELO Stockholder Approval. Further, at the time of the completion of the Merger, under the terms of the Merger Agreement, TELI must have cash and marketable securities valued at $1 million. There can be no assurance that any conditions, consents, clearances or approvals necessary or advisable to be obtained in connection with the Merger will be obtained in a timely manner or at all, or whether they will be subject to actions, conditions, limitations or restrictions that may jeopardize or delay the completion of the Transaction, materially reduce or delay the anticipated benefits of the Merger or allow the parties to terminate the Merger Agreement.
Current report
The Merger Agreement may be terminated in certain circumstances, including, among others, if the Merger has not been completed by the outside date of June 30, 2026 or if a governmental entity of competent jurisdiction has issued or granted an order, judgment, decree, ruling or injunction that results in a permanent restraint that has become final and nonappealable or imposes, as a final and nonappealable condition. See “The Merger Agreement—Termination.”
Current report
The price of TELO’s common stock is subject to fluctuations
Current report
The market price of TELO Common Stock is subject to general price fluctuations in the market for publicly traded equity securities and has experienced volatility in the past. Stock price changes may result from a variety of factors, including, among others, general market and economic conditions, changes in the businesses, operations and prospects of TELI, and an evolving regulatory landscape. Market assessments of the benefits of the Merger and the likelihood that the Merger will be completed, as well as general and industry specific market and economic conditions, may also impact the market price of TELI Common Stock. Many of these factors are beyond TELI’s control. You are encouraged to obtain current market price quotations for TELO Common Stock before you determine how to vote on the Merger.
Current report
The Merger may be time-consuming to complete and may not be completed in a timely manner, or at all, due to pending or potential litigation or regulatory challenges.
Current report
The proposed Merger and related transactions may be challenged in court by shareholders or other interested parties. While management believes any such claims would be without merit, we may be subject to various lawsuits or other legal proceedings, including but not limited to shareholder class action lawsuits alleging breaches of fiduciary duties related to the proposed transaction structure, valuation, conflicts of interest or disclosure. Responding to and defending against these claims can be time-consuming, expensive, and could divert management’s attention and resources away from day-to-day business operations.
Current report
Further, government agencies, including antitrust authorities, may seek to block, delay, or impose conditions on the Merger. These regulatory reviews and filings are a common aspect of mergers and acquisitions and are subject to significant costs, including substantial legal fees and potential judgments or settlements; transaction delays or the inability to close the merger on the contemplated terms; the imposition of burdensome conditions or restrictions on the combined company’s operations; or the termination of the Merger agreement altogether, which could have a material adverse effect on our business, financial condition, and stock price.
Removed paragraphs (7)
Previous report
Our business is subject to numerous risks and uncertainties that you should consider before investing in our company. You should carefully consider all of the risks described more fully in the section titled “Risk Factors” in this Annual Report on page 19, before deciding to invest in our common stock. If any of these risks actually occurs, our business, financial condition and results of operations would likely be materially adversely affected.
Previous report
Important factors that could cause actual results or events to differ materially, but are not limited to, the following:
Previous report
We expect to rely on third parties to conduct our pre-clinical trials and those third parties may not perform satisfactorily, including failing to meet deadlines for the completion of such trials or failing to comply with regulatory requirements or our pre-clinical protocols.
Previous report
We currently rely on Contract Research Organizations (“CROs”) to conduct our pre-clinical trials, as we currently do not plan to independently conduct pre-clinical trials of any of our product candidates. Our agreements with these CROs, and other third parties might terminate for a variety of reasons, including a failure to perform by the third parties to such agreements. If we were ever to need to enter into alternative arrangements or if we were to need to change a CRO for an ongoing pre-clinical trial, we might experience delays in our pre-clinical development activities.
Previous report
We depend on a limited number of suppliers for materials and components required to manufacture our product candidates. The loss of these suppliers, or their failure to supply us on a timely basis, could cause delays in our current and future capacity and adversely affect our business.
Previous report
We depend on a limited number of suppliers for the materials and components required to manufacture our product candidates. As a result, we may not be able to obtain sufficient quantities of critical materials and components in the future. A delay or interruption by our suppliers may also harm our business, results of operations and financial condition. In addition, the lead time needed to establish a relationship with a new supplier can be lengthy, and we may experience delays in meeting demand in the event we must switch to a new supplier. The time and effort to qualify for and, in some cases, obtain regulatory approval for a new supplier could result in additional costs, diversion of resources or reduced manufacturing yields, any of which would negatively impact our operating results. Our dependence on single-source suppliers exposes us to numerous risks, including the following: our suppliers may cease or reduce production or deliveries, raise prices or renegotiate terms; our suppliers may become insolvent or cease trading; we may be unable to locate a suitable replacement supplier on acceptable terms or on a timely basis, or at all; and delays caused by supply issues may harm our reputation, frustrate our customers and cause them to turn to our competitors for future needs.
Reworded paragraphs (16)
Previous wording
Within our present and future pipeline of treatments, Telomir-1 is in-licensed from another company. We do not currently own any intellectual property rights, including the patent application that underlies this license. Our rights to use Telomir-1 is subject to the negotiation of, continuation of and compliance with the terms of this license. Thus, the non-provisional patent application is not written by us or our attorneys, and we did not have control over the drafting and prosecution. The patent owner and our licensor might not have given the same attention to the drafting and prosecution of these patents and applications as we would have if we had been the owner of the patent application and had control over the drafting. We cannot be certain that drafting of the licensed patent application, or patent prosecution, by the licensor have been or will be conducted in compliance with applicable laws and regulations or will result in valid and enforceable patents and other intellectual property rights. This absence of control over the drafting, prosecution of patent and applications, along with non-compliance with royalty payments and confidentiality breaches are just some of the ways that may result in the Company’s’ loss of the license and inability to continue operations.
Current wording
Within our present and future pipeline of treatments, Telomir-1 is in-licensed from MIRALOGX. We do not currently own any intellectual property rights, including the patent application that underlies this license. Our rights to use Telomir-1 is subject to the negotiation of, continuation of and compliance with the terms of this license. Thus, the non-provisional patent application is not written by us or our attorneys, and we did not have control over the drafting and prosecution. The patent owner and our licensor might not have given the same attention to the drafting and prosecution of these patents and applications as we would have if we had been the owner of the patent application and had control over the drafting. We cannot be certain that drafting of the licensed patent application, or patent prosecution, by the licensor have been or will be conducted in compliance with applicable laws and regulations or will result in valid and enforceable patents and other intellectual property rights. This absence of control over the drafting, prosecution of patent and applications, along with non-compliance with royalty payments and confidentiality breaches are just some of the ways that may result in the Company’s’ loss of the license and inability to continue operations.
Previous wording
As very early development-stage enterprise that is focused on the development of a pre-clinical pharmaceutical product, we have generated no revenue and have an accumulated deficit of $30.6 million and $14.1 million as of December 31, 2024 and December 31, 2023, respectively. There can be no assurance that sufficient funds required to pursue our development program will be generated from operations or that funds will be available from external sources, such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations, or to raise capital from external sources would force us to substantially curtail or cease operations and would, therefore, have a material adverse effect on business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on our existing stockholders. It is for these reasons substantial doubt about our ability to continue as a going concern exists and an explanatory paragraph relating to our ability to continue as a going concern can be found within the report of our independent registered public accounting firm on our audited financial statements for the fiscal year ended December 31, 2024.
Current wording
As an early development-stage enterprise that is focused on the development of a pre-clinical pharmaceutical product, we have generated no revenue and have an accumulated deficit of $41.0 million and $30.6 million as of December 31, 2025 and December 31, 2024, respectively. There can be no assurance that sufficient funds required to pursue our development program will be generated from operations or that funds will be available from external sources, such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations, or to raise capital from external sources would force us to substantially curtail or cease operations and would, therefore, have a material adverse effect on business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on our existing stockholders. It is for these reasons substantial doubt about our ability to continue as a going concern exists and an explanatory paragraph relating to our ability to continue as a going concern can be found within the report of our independent registered public accounting firm on our audited financial statements for the fiscal year ended December 31, 2025.
Previous wording
We will need additional funds to complete further development of our business plan to achieve a sustainable level where ongoing operations can be funded out of revenues. We expect that adequate resources are available to fund our operations and initial clinical development programs midway through the first quarter of 2026. We will require further funding to fully implement our business plan to its fullest potential and achieve our growth plans. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.
Current wording
We will require additional capital to advance our development activities and to achieve a sustainable level at which operations could be supported by revenues, if any. Based on our current operating plan and available cash resources, we believe that our existing capital will be sufficient to fund operations and planned initial clinical development activities into the first quarter of 2027. We will require additional financing to continue development beyond that period and to fully implement our business strategy. There can be no assurance that additional financing will be available when needed or, if available, on terms acceptable to us.
Previous wording
Erez Aminov, our Chief Executive Officer and Chairman of our board of directors, is not employed by our company on a full-time basis. As intended to be provided in his employment agreement with our company, he works on a part-time and as-needed basis. Because he does not work full time for our company, instances may occur where he may not be immediately available to provide solutions to problems or address concerns that arise in the course of us conducting our business and thus adversely affect our business. In addition, he can become subject to conflicts of interest because he devotes part of his working time to other business endeavors and may have responsibilities to other entities. Although Mr. Aminov is aware of his duties and accountability to our company and to applicable laws and policies relating to corporate opportunity and conflicts of interest, such conflicts of interest may include deciding how much time to devote to our affairs, as well as what business opportunities should be presented to us.
Current wording
Erez Aminov, our Chief Executive Officer and Chairman of our board of directors, is not employed by our company on a full-time basis. Mr. Aminov is the son-in-law of Jonnie R. Williams, Sr., the founder of the Company. As intended to be provided in his employment agreement with our company, he works on a part-time and as-needed basis. Because he does not work full time for our company, instances may occur where he may not be immediately available to provide solutions to problems or address concerns that arise in the course of us conducting our business and thus adversely affect our business. In addition, he can become subject to conflicts of interest because he devotes part of his working time to other business endeavors and may have responsibilities to other entities. Although Mr. Aminov is aware of his duties and accountability to our company and to applicable laws and policies relating to corporate opportunity and conflicts of interest, such conflicts of interest may include deciding how much time to devote to our affairs, as well as what business opportunities should be presented to us.
Previous wording
Michelle Yanez, our Chief Financial Officer, is not employed by our company on a full-time basis. As intended to be provided in her employment agreement with our company, she works on a part-time and as-needed basis. Because she does not work full time for our company, instances may occur where she may not be immediately available to provide solutions to problems or address concerns that arise in the course of us conducting our business and thus adversely affect our business. In addition, she can become subject to conflicts of interest because she devotes part of her working time to other business endeavors and may have responsibilities to other entities. Although Mrs. Yanez is aware of her duties and accountability to our company and to applicable laws and policies relating to corporate opportunity and conflicts of interest, such conflicts of interest may include deciding how much time to devote to our affairs, as well as what business opportunities should be presented to us.
Current wording
Alan Weichselbaum, our Chief Financial Officer, is not employed by our company on a full-time basis. He works on a part-time and as-needed basis. Because he does not work full time for our company, instances may occur where he may not be immediately available to provide solutions to problems or address concerns that arise in the course of us conducting our business and thus adversely affect our business. In addition, he can become subject to conflicts of interest because he devotes part of her working time to other business endeavors and may have responsibilities to other entities. Although Mr. Weichselbaum is aware of his duties and accountability to our company and to applicable laws and policies relating to corporate opportunity and conflicts of interest, such conflicts of interest may include deciding how much time to devote to our affairs, as well as what business opportunities should be presented to us.
Previous wording
Our operations have consumed substantial amounts of cash since inception. For the year ended December 31, 2024, we reported a net operating cash outflow of $5.1 million and a net cash inflow from financing activities of $6.3 million. For the year ended December 31, 2023, we reported a net operating cash outflow of $3.9 million and a net cash inflow from financing activities of $3.9 million.
Current wording
Our operations have consumed substantial amounts of cash since inception. For the year ended December 31, 2025, we reported a net operating cash outflow of $3.7 million and a net cash inflow from financing activities of $9.7 million. For the year ended December 31, 2024, we reported a net operating cash outflow of $5.1 million and a net cash inflow from financing activities of $6.3 million.
Previous wording
After the date of the IPO, when 1,000,000 shares of common stock became publicly tradable, approximately 23,891,902 additional shares of common stock were subject to “lock-up” agreements entered into in connection with the IPO, are or will become eligible to be sold in the public market by existing stockholders by February 9, 2025 as a result of Rule 144 of the Securities Act, subject to volume and other limitations imposed under the federal securities laws. Furthermore, additional shares of our common stock may be publicly tradable as a result of exercises of stock options and restricted stock units (RSUs) under the 2023 Omnibus Incentive Plan. Sales of substantial amounts of our common stock in the public market after the completion of the IPO, or the perception that such sales could occur, could adversely affect the market price of our common stock and could materially impair our ability to raise capital through offerings of our common stock.
Current wording
Furthermore, additional shares of our common stock may be publicly tradable as a result of exercises of stock options and restricted stock units (RSUs) under the 2023 Omnibus Incentive Plan. Sales of substantial amounts of our common stock in the public market after the completion of the IPO, or the perception that such sales could occur, could adversely affect the market price of our common stock and could materially impair our ability to raise capital through offerings of our common stock.
Previous wording
Our founding stockholders, which include five trusts for the benefit of the family of our founder Johnnie R. Williams, Sr., as well as MIRALOGX, collectively own in excess of 70% of our issued and outstanding common stock. Brian McNulty acts as the trustee for such trusts. Our officers and directors also own shares of our common stock. Therefore, these entities and individuals could influence the outcome of matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions.
Current wording
Our founding stockholders, which include five trusts for the benefit of the family of our founder Johnnie R. Williams, Sr., as well as MIRALOGX, collectively own of our issued and outstanding common stock. Brian McNulty acts as the trustee for such trusts. Our officers and directors also own shares of our common stock. Therefore, these entities and individuals could influence the outcome of matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions.
Previous wording
Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either: (i) the market value of our shares of common stock held by non-affiliates does not equal or exceed $250 million as of the prior June 30 th; or (ii) our annual revenues did not equal or exceed $100 million during such completed fiscal year. To the extent we take advantage of such reduced disclosure obligations, it may also make the comparison of our financial statements with other public companies difficult or impossible.
Current wording
Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either: (i) the market value of our shares of common stock held by non-affiliates does not equal or exceed $250 million as of the prior June 30th; or (ii) our annual revenues did not equal or exceed $100 million during such completed fiscal year. To the extent we take advantage of such reduced disclosure obligations, it may also make the comparison of our financial statements with other public companies difficult or impossible.
Previous wording
Our amended and restated bylaws designates the state courts located within the state of Florida as the exclusive forum for substantially all disputes between us and our shareholders and the federal district courts as the exclusive forum for Securities Act claims, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us.
Current wording
Our amended and restated bylaws designate the state courts located within the state of Florida as the exclusive forum for substantially all disputes between us and our shareholders and the federal district courts as the exclusive forum for Securities Act claims, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us.
Previous wording
The trading market for our securities could be influenced by research and reports that industry and/or securities analysts may publish us, our business, the market or our competitors. We do not have any control over these analysts and cannot be assured that such analysts will cover us or provide favorable coverage. If any of the analysts who may cover our business change their recommendation regarding our securities adversely, or provide more favorable relative recommendations about our competitors, the price of our securities would likely decline. If any analysts who may cover our business were to cease coverage or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the price of our securities or trading volumes to decline.
Current wording
The trading market for our securities could be influenced by research and reports that industry and/or securities analysts may publish about us, our business, the market or our competitors. We do not have any control over these analysts and cannot be assured that such analysts will cover us or provide favorable coverage. If any of the analysts who may cover our business change their recommendation regarding our securities adversely, or provide more favorable relative recommendations about our competitors, the price of our securities would likely decline. If any analysts who may cover our business were to cease coverage or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the price of our securities or trading volumes to decline.
Previous wording
Because we have a limited operating history, you may not be able to accurately evaluate our operations.
Current wording
Because TELI has a limited operating history, you may not be able to accurately evaluate TELI’s operations.
Previous wording
We are an early development-stage company with no revenues andour financial condition raises substantial doubt as to our ability to continue as a going concern*.*
Current wording
TELI is an early development-stage company with no revenues.
Previous wording
We have significant and increasing liquidity needs and may require additional funding.
Current wording
TELI has significant and increasing liquidity needs and will require additional funding.
Previous wording
Conflicts of interest may arise between us and MIRALOGX.
Current wording
Conflicts of interest may arise between TELI and MIRALOGX.
Previous wording
We expect to face intense competition, often from companies with greater resources and experience than we have.
Current wording
TELI expects to face intense competition, often from companies with greater resources and experience.
Rearranged current paragraphs (6)
Current report — wording carried from elsewhere
TELI has had no operations to date, and therefore, TELI has a limited operating history upon which to evaluate the merits of investing in TELI. Potential investors should be aware of the difficulties normally encountered by new companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications, and delays encountered in connection with the operations that TELI plans to undertake. These potential problems include, but are not limited to, unanticipated problems relating to the ability to generate sufficient cash flow to operate TELI’s business, and additional costs and expenses that may exceed current estimates. TELI expects to continue to incur significant losses into the foreseeable future. TELI recognizes that if the effectiveness of its business plan is not forthcoming, it will not be able to continue business operations. There is no history upon which to base any assumption as to the likelihood that TELI will prove successful, and it is doubtful that TELI will generate any operating revenues or ever achieve profitable operations. If TELI is unsuccessful in addressing these risks, TELI’s business will most likely fail.
Current report — wording carried from elsewhere
Research and development, general and administrative expenses and cash used for operations will continue to be significant and may increase substantially in the future in connection with new research and development initiatives and continued product commercialization efforts. Following the Merger, the combined company will need to raise additional capital to fund its operations, continue clinical trials to support potential regulatory approval of marketing applications and to fund commercialization of its products.
Current report — wording carried from elsewhere
Operating results may vary significantly in future periods.
Current report — wording carried from elsewhere
Following the Merger, the combined company’s operating and financial results are likely to fluctuate significantly in the future. TELI’s operating and financial results are unpredictable and may fluctuate, for among other reasons, due to:
Current report — wording carried from elsewhere
The emerging markets for product candidates like TELI’s and related medical research and development are and will likely remain competitive. The development and commercialization of drugs and medicines is highly competitive. TELI competes with a variety of multinational pharmaceutical companies and specialized biotechnology companies, as well as products and processes being developed by universities and other research institutions. Many of TELI’s competitors have developed, are developing, or will develop drugs and processes which may be competitive with TELI’s drug candidates. Competitive therapeutic treatments include those that have already been approved by medicines regulators and accepted by the medical community and any new treatments that may enter the market. For some of TELI’s drug development programs / areas of therapeutic interest, other treatment options are currently available, under development, and may become commercially available in the future. If any of TELI’s product candidates are approved for the diseases and conditions TELI is currently pursuing, they may compete with a range of medicines or therapeutic treatments that are either in development, will be developed in the future or currently marketed.
Current report — wording carried from elsewhere
Established companies may have a competitive advantage over TELI due to their size and experience, financial resources, and institutional networks. Many of TELI’s competitors may have significantly greater financial, technical, and human resources than TELI does. Due to these factors, TELI’s competitors may have an advantage in marketing their approved drugs and may obtain regulatory approval of their drug candidates before TELI is able to, which may limit its ability to develop or commercialize TELI’s drug candidates. TELI’s competitors may also develop drugs / medicines that are safer, more effective, more widely used and less expensive than TELI’s. These advantages could materially impact TELI’s ability to develop and, if approved, commercialize TELI’s product candidates successfully. Furthermore, some of these competitors may make acquisitions or establish collaborative relationships among themselves or with third parties to increase their ability to rapidly gain market share.
Rearranged previous paragraphs (25)
Previous report — wording carried elsewhere
We depend on rights to Telomir-1 that are or will be licensed to us.
Previous report — wording carried elsewhere
Certain of our executive officers are not be employed by us on a full-time basis.
Previous report — wording carried elsewhere
We rely on, and expect to continue to rely on, third parties to conduct clinical trials for our product candidates.
Previous report — wording carried elsewhere
Risks Related to Our Intellectual Property
Previous report — wording carried elsewhere
We may not be able to adequately protect our product candidates or our proprietary technology in the marketplace.
Previous report — wording carried elsewhere
If third parties claim that our intellectual property, products, processes, or anything else used by us infringes upon their intellectual property, our operating profits could be adversely affected.
Previous report — wording carried elsewhere
We have been granted a license to the right to develop Telomir-1 in the United States in human and pet application, but we have not been granted a license to the rights to patents covering Telomir-1 in foreign jurisdictions.
Previous report — wording carried elsewhere
Risks Related to Our Operations and Financial Condition
Previous report — wording carried elsewhere
We will need to raise additional financing for the continuation of our operations.
Previous report — wording carried elsewhere
Our operating results may fluctuate, which could have a negative impact on our ability to grow our client base, establish sustainable revenues and succeed overall.
Previous report — wording carried elsewhere
We have yet to achieve a profit and will not achieve a profit in the near future, if at all.
Previous report — wording carried elsewhere
Our future success will largely depend on the success of Telomir-1 and any future product candidates, which development will require significant capital resources and years of clinical development effort.
Previous report — wording carried elsewhere
We are dependent on our current and future product candidates, some of which may not receive regulatory approval or be successfully commercialized.
Previous report — wording carried elsewhere
Results of pre-clinical studies and earlier clinical trials are not necessarily predictive indicators of future results.
Previous report — wording carried elsewhere
We have limited marketing experience, and we do not anticipate at this time establishing a sales force or distribution and reimbursement capabilities, and we may not be able to successfully commercialize any of our product candidates if they are approved in the future.
Previous report — wording carried elsewhere
We will need to further increase the size and complexity of our organization in the future, and we may experience difficulties in managing our growth and executing our growth strategy.
Previous report — wording carried elsewhere
Risks Related to Development and Regulatory Approval of Our Product Candidates
Previous report — wording carried elsewhere
Clinical trials for our product candidates are expensive, time-consuming, uncertain, and susceptible to change, delay or termination. The results of clinical trials are open to differing interpretations.
Previous report — wording carried elsewhere
Any failure by us to comply with existing regulations could harm our reputation and operating results.
Previous report — wording carried elsewhere
The regulatory approval processes with the FDA are lengthy and inherently unpredictable.
Previous report — wording carried elsewhere
There is a high rate of failure for drug candidates proceeding through clinical trials.
Previous report — wording carried elsewhere
Risks Related to Our Reliance Upon Third Parties
Previous report — wording carried elsewhere
Our existing collaboration arrangements and any that we may enter into in the future may not be successful, which could adversely affect our ability to develop and commercialize our product candidates.
Previous report — wording carried elsewhere
Because of the speculative nature of an investment in our company, you may lose your entire investment.
Previous report — wording carried elsewhere
Certain of our founding stockholders, plus our existing officers and directors, control a substantial interest in us and thus may influence certain actions requiring stockholder vote.