Telomir Pharmaceuticals, Inc.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that reflect our current expectations and views of future events. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential”, or “continue” or the negative of these terms or other similar expressions. In particular, statements about the markets in which we operate, including expectations regarding our studies, growth of our various markets, and our expectations, beliefs, plans, strategies, objectives, prospects, assumptions, or future events or performance contained in this Annual Report under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” are forward-looking statements.

We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed in this Annual Report under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” may cause our actual results, performance, or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements, or could affect our share price. Important factors that could cause actual results or events to differ materially and adversely from those expressed in forward-looking statements include, but are not limited to, the following:

Given the risks and uncertainties set forth in this Annual Report, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements contained in this Annual Report are not guarantees of future performance and our actual results of operations, financial condition, and liquidity, and the development of the industry in which we operate, may differ materially from the forward-looking statements contained in this Annual Report. In addition, even if our results of operations, financial condition and liquidity, and events in the industry in which we operate are consistent with the forward-looking statements contained in this Annual Report, they may not be predictive of results or developments in future periods.

Any forward-looking statement that we make in this Annual Report speaks only as of the date of such statement. Except as required by federal securities laws, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Annual Report.

Summary Risk Factors

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 22, 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.

Important factors that could cause actual results or events to differ materially, but are not limited to, the following:

Risks Related to Our Intellectual Property

We depend on rights to Telomir-1 that are or will be licensed to us.

We may not be able to adequately protect our product candidates or our proprietary technology in the marketplace.

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.

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.

Risks Related to Our Operations and Financial Condition

We are an early development-stage company with no revenues and our financial condition raises substantial doubt as to our ability to continue as a going concern.

Because we have a limited operating history, you may not be able to accurately evaluate our operations.

We will need to raise additional financing for the continuation of our operations.

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.

We have yet to achieve a profit and will not achieve a profit in the near future, if at all.

Certain of our executive officers are not be employed by us on a full-time basis.

Conflicts of interest may arise between us and MIRALOGX.

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.

We are dependent on our current and future product candidates, some of which may not receive regulatory approval or be successfully commercialized.

Results of pre-clinical studies and earlier clinical trials are not necessarily predictive indicators of future results.

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.

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.

We expect to face intense competition, often from companies with greater resources and experience than we have.

We have significant and increasing liquidity needs and may require additional funding.

Risks Related to Development and Regulatory Approval of Our Product Candidates

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.

Any failure by us to comply with existing regulations could harm our reputation and operating results.

The regulatory approval processes with the FDA are lengthy and inherently unpredictable.

There is a high rate of failure for drug candidates proceeding through clinical trials.

Risks Related to Our Reliance Upon Third Parties

We rely on, and expect to continue to rely on, third parties to conduct clinical trials for our product candidates.

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.

Because of the speculative nature of an investment in our company, you may lose your entire investment.

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.

Risks Relating to Our Proposed Merger with TELI Pharmaceuticals, Inc. (“TELI”)

Because TELI has a limited operating history, you may not be able to accurately evaluate TELI’s operations.

TELI has significant and increasing liquidity needs and will require additional funding.

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.

TELI does not own rights to Telomir-1

TELI’s product candidates, if approved, may not achieve the expected market acceptance and, consequently, limit TELI’s ability to generate revenue.

There are several conflicts of interests inherent in the Merger.