Telomir Pharmaceuticals, Inc.
For the period ended Mar 31, 2026. Filed May 14, 2026.
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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.
Mar 31, 2026 · Filed May 14, 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-Q
Period ended 2025-09-30; filed 2025-11-10.
0001493152-25-021496
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001493152-26-023010
Item 2. 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 72 previous paragraphs and 69 current paragraphs.
11 unchanged; 10 reworded; 48 added; 49 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 2 previous and 4 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 (48)
Current report
Overview
Current report
Telomir Pharmaceuticals, Inc. (the “Company” or “Telomir”) is a clinical-stage biotechnology company developing novel small-molecule therapeutics targeting biological pathways implicated in cancer and age-related diseases. Our lead investigational candidate, Telomir-1 (Telomir-Zn), is an investigational oral small molecule designed to modulate intracellular metal homeostasis and epigenetic regulation, with the goal of influencing pathways associated with tumor biology, oxidative stress, and cellular aging.
Current report
The Company has received clearance from the U.S. Food and Drug Administration (“FDA”) for its Investigational New Drug (“IND”) application to initiate a clinical trial evaluating Telomir-Zn in patients with advanced or metastatic triple-negative breast cancer (“TNBC”). In addition, we continue to conduct preclinical research in animal and other model systems to further evaluate the potential application of Telomir-1(Telomir-Zn) across multiple disease areas.
Current report
On April 22, 2026, the Company consummated its previously announced merger with TELI Pharmaceuticals, Inc. (“TELI”), a related party private company (the “Merger”), following approval by the Company’s stockholders at a meeting held on March 23, 2026. Pursuant to the Merger, the Company acquired all of the outstanding equity interests of TELI and issued an aggregate of 34,389,710 restricted shares of Common Stock to the former TELI stockholders. The share consideration was determined using an exchange ratio based on independent third-party valuations of both entities.
Current report
In connection with the closing of the Merger, Bayshore Trust, a TELI stockholder, provided a $1.0 million cash contribution to the Company. Bayshore Trust also entered into a binding commitment arrangement providing for up to $4.0 million of additional equity investment, subject to the achievement of specified regulatory and clinical development milestones related to Telomir-1 (Telomir-Zn) (the “Funding Commitment”).
Current report
Under the Funding Commitment, following acceptance by the U.S. Food and Drug Administration (“FDA”) of an Investigational New Drug (“IND”) application for Telomir-1, Bayshore Trust, an affiliate of the Company’s largest stockholder, may fund $2.0 million, payable in cash or marketable securities valued at the time of contribution, in exchange for 1,492,537 shares of the Company’s common stock, no par value (the “Common Stock”), calculated based on a reference price of $1.34 per share, representing the Nasdaq Stock Market (“Nasdaq”) closing price on April 15, 2026. Upon commencement of a Phase 1/2 clinical trial for Telomir-1, Bayshore Trust may make an additional $2.0 million contribution under similar terms in exchange for an additional 1,492,537 shares (together, the “Milestone Shares”).
Current report
Issuance of the Milestone Shares is contingent upon receipt of the applicable funding amounts. If the required funding related to a milestone is not received within three months of the applicable milestone event, the related right to receive Milestone Shares will lapse. Any Milestone Shares issued pursuant to the Funding Commitment are separate from, and in addition to, the shares issued to TELI stockholders as part of the Merger consideration.
Current report
As a result of the Merger, the Company obtained exclusive worldwide rights to develop and commercialize Telomir-1 (Telomir-Zn), consolidating previously separated geographic rights within a single corporate entity.
Current report
At the Effective Time, Telomir’s stockholders will continue to own and hold their existing shares of Common Stock. Following the Merger, Common Stock will continue to be listed on the Nasdaq under the symbol “TELO”.
Current report
General and Administrative Expenses
Current report
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 U.S. Securities and Exchange Commission (the “SEC”) and Nasdaq, additional insurance, investor relations and other administrative expenses and professional services.
Current report
Results of operations for the three months ended March 31, 2026 and 2025:
Current report
General and Administrative Expenses
Current report
We incurred general and administrative expenses of $0.6 million and $1.9 million during the three months ended March 31, 2026 and 2025, respectively. General and administrative expenses in the three months ended March 31, 2026 consisted primarily of stock-based compensation expense of approximately $40,000, payroll and benefits expense of approximately $134,000, professional fees of approximately $134,000, and other expense of $265,000. General and administrative expenses in the three months ended March 31, 2025 consisted primarily of stock compensation expense of approximately $1.3 million for new options granted in 2025, payroll expense of approximately $167,000, professional fees of approximately $167,000 and other expense of $168,000.
Current report
Research and Development Expenses
Current report
We incurred research and development expenses of $0.5 million and $0.3 million during the three months ended March 31, 2026 and 2025. The following categorized various elements of R&D expense during the three months ended March 31, 2026 and 2025:
Current report
Interest income (expense)
Current report
We recorded interest income of less than $0.1 million in the three months ended March 31, 2026, compared with less than $0.1 million in the three months ended March 31, 2025. We incurred less than $0.1 million in interest expense during the three months ended March 31, 2026 and 2025, respectively.
Current report
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 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 at-the-market financings (“ATM Financing”). We raised $6.5 million from the ATM financing in the year ended December 31, 2025.
Current report
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 report
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 us.
Current report
Since January 1, 2023, MIRALOGX, an intellectual property development and holding company owned by Bayshore Trust, and the Starwood Trust, a separate trust established by our founder, have advanced funds on behalf of Bayshore Trust to the 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 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.
Current report
For the three months ended March 31, 2026, operating activities used $1.8 million of cash, primarily due to a net loss of $1.0 million and a decrease in operating assets and liabilities of $0.8 million, partially offset by approximately $40 thousand of stock compensation expense.
Current report
Net Cash Provided by Financing Activities
Current report
For the three months ended March 31, 2026, financing activities provided $47,000 of cash, resulting from $0.2 million from proceeds from the issuance of an insurance loan, partially offset by $0.2 million repayments to executive officers and $22,000 in repayments towards insurance loans.
Current report
No financing activities took place during the three months ended March 31, 2025.
Current report
Our funding requirements and timing and amount of our operating expenditure will depend on many factors, including, but not limited to:
Current report
●the rate of progress in the development of our Telomir-1 program and other development programs;
Current report
● the scope, progress, results and costs of pre-clinical studies and clinical trials for any other current and future programs;
Current report
● the number and characteristics of programs and technologies that we develop or may in-license;
Current report
● the costs and timing of future commercialization activities, including manufacturing, marketing, sales and distribution, for any of our programs for which we receive marketing approval;
Current report
● the costs necessary to obtain regulatory approvals, if any, for any approved products in the United States and other jurisdictions, and the costs of post-marketing studies that could be required by regulatory authorities in jurisdictions where approval is obtained;
Current report
● the costs and timing of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending any intellectual property-related claims;
Current report
● the continuation of our existing licensing arrangements and entry into new collaborations and licensing arrangements;
Current report
● the costs we incur in maintaining business operations;
Current report
● the costs of hiring additional clinical, quality control, manufacturing and other scientific personnel;
Current report
● the costs adding operational, financial and management information systems and personnel;
Current report
● the costs associated with being a public company;
Current report
● the revenue, if any, received from commercial sales of our programs for which we receive marketing approval;
Current report
● the effect of competing technological and market developments; and
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Removed paragraphs (49)
Previous report
As used in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, unless otherwise indicated, the terms “the Company”, “we”, “us”, “our” and similar terminology refer to Telomir Pharmaceuticals, Inc.
Previous report
Telomir Pharmaceuticals (NASDAQ:TELO) is a pre-clinical stage biotechnology company developing therapies designed to target the root epigenetic mechanisms underlying cancer, aging, and degenerative disease. The Company’s lead candidate, Telomir-1, has demonstrated activity in preclinical studies involving modulation of DNA and histone methylation patterns, which may contribute to balanced gene expression, cellular function, and genomic stability. Telomir-1 is a novel oral small molecule metal ion regulator designed to extend telomere caps, maintain cellular balance, and combat oxidative stress, a key driver of aging and disease progression. By modulating essential metal ions such as iron, and copper, Telomir-1 may help protect against age related conditions, including Progeria (a rare genetic disorder that causes rapid aging in children), Wilson’s disease (a genetic disorder leading to toxic copper buildup in the body), and Age-related Macular Degeneration (AMD), as well as Type 2 diabetes, cancer, and Alzheimer’s disease.
Previous report
Telomir-1 Program Overview
Previous report
Telomir-1 is an investigational, orally administered small-molecule candidate designed to target fundamental biological processes believed to contribute to aging, cancer, metabolic, and other age-related diseases. The compound acts as a regulator of essential metal ions and an epigenetic modulator, influencing cellular pathways that govern oxidative stress, mitochondrial function, DNA methylation, and telomere maintenance—core mechanisms broadly implicated in degenerative, inflammatory, metabolic, and oncologic conditions.
Previous report
Epigenetics refers to the way cells control gene activity without altering the underlying DNA sequence. One important epigenetic process, DNA methylation, functions as a molecular “dimmer switch,” turning specific genes on or off. Over time, abnormal methylation patterns can silence genes that help regulate cell repair, detoxification, or immune balance.Mitochondria are the cell’s energy-producing structures and are sensitive to oxidative stress, whiletelomeres are protective DNA caps at the ends of chromosomes that naturally shorten with each cell division. These systems collectively influence how quickly cells age and maintain healthy function.
Previous report
Preclinical studies indicate that Telomir-1 and its zinc-bound form (Telomir-Zn) exhibit selective metal-ion–binding properties. The molecule demonstrates a high affinity for iron (Fe) and copper (Cu) ions and a lower affinity for zinc (Zn), allowing it to exchange or chelate excess Fe and Cu while maintaining beneficial zinc balance. This selective exchange mechanism has been associated in laboratory models with decreased redox stress, improved mitochondrial stability, and modulation of metal-dependent epigenetic enzymes such as histone demethylases (KDM5, KDM6A/UTX, and JMJD3). These findings suggest that Telomir-1’s biological activity may derive in part from the restoration of normal metal-ion homeostasis—a process believed to play a key role in oxidative stress, inflammation, and cellular aging.
Previous report
In preclinical models, Telomir-1 demonstrated metal-ion–dependent effects on oxidative balance and mitochondrial protection, including normalization of intracellular calcium release and redox stress and restoration of mitochondrial activity inProgeria fibroblast models. In an in-vivoCaenorhabditis elegans (C. elegans) longevity assay, Telomir-1 extended lifespan and improved mobility, suggesting a possible impact on biological-aging rate.
Previous report
Telomir-1 inhibited several iron- and copper-dependent histone demethylase enzymes (KDM5, KDM6A/UTX, and JMJD3) and in prostate-cancer xenograft model derived from PC3 cells, reversed promoter hypermethylation of tumor-suppressor and immune-regulatory genes including STAT1, CDKN2A, GSTP1, MASPIN, RASSF1A, CASP8, and TMS1, restoring pathways associated with apoptosis, detoxification, and immune signaling.
Previous report
In oncology research, Telomir-1 reduced tumor growth in a murine xenograft model of aggressive human prostate cancer (PC3 cells) and decreased cancer-cell viability in vitro in prostate, pancreatic, and triple-negative breast-cancer cell lines. In aging-related models, Telomir-1 reversed telomere shortening and restored telomere length beyond wild-type levels in an accelerated-aging zebrafish model mimickingProgeria andWerner syndromes.
Previous report
Additional preclinical studies demonstrated disease-specific activity in degenerative and metabolic models. In an age-related macular-degeneration (AMD) model, Telomir-1 restored visual function and retinal structure, reduced oxidative stress, and reconstituted multiple retinal layers, supporting a potential regenerative mechanism in oxidative retinal injury. In a Wilson’s-disease model, Telomir-1 improved neuromotor performance, reduced liver-copper accumulation, and normalized hepatic and renal histopathology scores, indicating multi-organ protective effects distinct from traditional metal-chelating agents. In metabolic models of Type 2 diabetes, Telomir-1 improved glucose metabolism and insulin sensitivity, consistent with its observed effects on mitochondrial and redox regulation.
Previous report
Collectively, these preclinical findings suggest that Telomir-1 may function as a multi-target small-molecule regulator that integrates metal-ion balance, mitochondrial protection, epigenetic remodeling, and telomere preservation—biological processes thought to underlie aging, cancer, metabolic dysfunction, and several related pathologies. Telomir-1 has not been evaluated in humans, and there is no assurance that these preclinical results will translate into clinical safety or efficacy.
Previous report
Recent Developments—Binding Letter of Intent for Worldwide Rights to Telomir-1
Previous report
On October 17, 2025, we executed a binding Letter of Intent (the “LOI”) to acquire TELI Pharmaceuticals, Inc., thereby securing worldwide rights to the Company’s lead investigational therapy, Telomir-1. The proposed transaction would align the Company’s existing U.S. intellectual-property rights with TELI’s ex-U.S. portfolio, consolidating ownership across key territories including Europe, Canada, Mexico, China, Japan, South Korea, India, Israel, Australia, Argentina, Uruguay, Taiwan, and the United Arab Emirates.
Previous report
Under the LOI, each outstanding share of TELI common stock would be exchanged for shares of the Company’s common stock, with the final exchange ratio to be determined by an independent valuation. The LOI also provides for up to $5 million in potential shareholder contributions from certain TELI shareholders, payable in cash or cash equivalents over the course of the collaboration — $1 million at closing, $2 million upon acceptance of an Investigational New Drug (IND) application by the U.S. Food and Drug Administration, and $2 million upon initiation of a Phase 1/2 clinical trial. The closing of the proposed acquisition is not conditioned upon the funding of these milestone-based shareholder contributions.
Previous report
The transaction remains subject to customary conditions, including completion of due diligence, negotiation of definitive agreements, and approval by the shareholders of both companies. There can be no assurance that the parties will enter into definitive agreements or that the transaction will be completed. If consummated, the acquisition would establish Telomir as the single global owner of Telomir-1 intellectual-property assets and is expected to enhance the Company’s ability to pursue future strategic collaborations, licensing arrangements, or regional partnership opportunities.
Previous report
Highlights – Three Months Ended September 30, 2025 and beyond
Previous report
● On July 17, 2025, we reported new preclinical results evaluating the effects of its lead candidate, Telomir-1, in a murine xenograft model using P3 human prostate cancer cells. The data demonstrated that Telomir-1 reversed epigenetic silencing by DNA methylation of the STAT1 gene, a tumor suppressor and immune response regulator, in a dose-dependent manner.
Previous report
● On July 18, 2025, we sold a total of 1,100,000 shares of our common stock, no par value, in block sales to institutional investors, at an average price of $2.6045 per share (a premium to the prior day’s close), through its at-the-market equity offering facility.
Previous report
● On July 23, 2025, we reported new preclinical results showing that its lead compound, Telomir-1, restored mitochondrial function without triggering oxidative stress or cell proliferation in human cells derived from a patient with Hutchinson-Gilford Progeria Syndrome (HGPS).
Previous report
● On August 7, 2025, we reported new preclinical data revealing that Telomir-1 potently inhibits three key histone demethylase enzymes-JMJD3, FBXL10, and FBXL11-that regulate gene expression through epigenetic mechanisms. These enzymes are known to influence tumor progression, immune response, metabolic function, and neuroinflammation.
Previous report
● On August 27, 2025, we sold a total of 350,000 shares of our common stock, no par value, in block sales to institutional investors, at an average price of $1.95 per share, (a premium to the prior day’s close), through our at-the-market equity offering facility.
Previous report
● On August 28, 2025, we sold a total of 1,200,000 shares of our common stock, no par value, in block sales to institutional investors, at an average price of $1.82 per share, (a premium to the prior day’s close), through our at-the-market equity offering facility.
Previous report
● On August 28, 2025, we announced new in vitro results that expand understanding of our lead drug candidate, Telomir-1. In studies conducted by Eurofins Discovery, Telomir-1 was shown to potently inhibit UTX (KDM6A), an enzyme that acts like an “eraser” of chemical tags on DNA packaging proteins. These tags, known as DNA methylation and histone marks, are part of the body’s system for deciding which genes are turned on or off - much like switches on a circuit board.
Previous report
● On September 9, 2025 we reported new preclinical cancer data showing that Telomir-1 reverses DNA methylation of CDKN2A, a master tumor suppressor gene silenced in many aggressive cancers.
Previous report
● On September 18, 2025, we reported new in vitro pharmacology results demonstrating that Telomir-1 potently inhibits three members of the KDM5 histone demethylase family. Histone demethylases are upstream gene regulators that cancers exploit to silence tumor suppressors and activate inflammatory programs. Blocking these enzymes has long been viewed as scientifically important but clinically challenging, with KDM5 often described as challenging for development
Previous report
● On October 7, 2025, we announced new preclinical results showing that our investigational therapy Telomir-1 reactivated two of the body’s most important tumor suppressor genes, MASPIN (“tumor suppressor shield”) and RASSF1A (“guardian gene”; also called SERPINB5), through DNA methylation reset in prostate cancer models. By restoring the activity of these genes, Telomir-1 may help prevent cancer spread and improve chemotherapy response
Previous report
● On October 9, 2025, we announced new findings demonstrating that Telomir-1 significantly decreases the viability of aggressive triple-negative breast cancer (TNBC) cells - a highly invasive form of breast cancer that lacks hormone and HER2 receptors, offers limited treatment options, and carries one of the poorest survival rates among breast cancer subtypes.
Previous report
● On October 9, 2025, we sold a total of 550,000 shares of our common stock, no par value, in block sales to institutional investors, at an average price of $1.90 per share, through our at-the-market equity offering facility, resulting in net proceeds of $1,003,120.
Previous report
● On October 14, 2025, we announced new laboratory findings demonstrating that Telomir-1 kills aggressive pancreatic cancer cells. In laboratory studies using human pancreatic cancer (PANC-1) cells, Telomir-1 produced a concentration-dependent reduction in cancer cell survival and mitochondrial activity. These data suggest Telomir-1 influences cellular pathways related to energy metabolism and oxidative balance. The findings align with previously reported results in triple-negative breast and prostate cancer models, indicating that Telomir-1 may engage fundamental biological processes involved in cancer cell regulation.
Previous report
● On October 17, 2025, we executed a binding Letter of Intent (the “LOI”) to acquire TELI Pharmaceuticals, Inc., a related party company, securing worldwide rights to its lead investigational therapy, Telomir-1. The transaction aligns Telomir’s U.S. rights with TELI’s ex-U.S. intellectual property portfolio, which includes filings across Europe, Canada, Mexico, China, Japan, South Korea, India, Israel, Australia, Argentina, Uruguay, Taiwan, and the United Arab Emirates-creating a single global owner positioned to capture the full commercial value of Telomir-1 across oncology, metabolic, and age-related diseases. The proposed transaction also includes up to $5 million in potential contributions, in cash or cash equivalents, from certain TELI shareholders over the duration of the collaboration, with $1 million due at closing, $2 million upon IND acceptance, and $2 million upon Phase 1/2 initiation. The transaction is subject to shareholder and board approval.
Previous report
● On October 23, 2025, we reported new preclinical data from an in vivo study in mice bearing human aggressive prostate cancer tumors evaluating DNA-methylation changes in two key defense genes - CASP8 and GSTP1 - following treatment with oral Telomir-1, Rapamycin, chemotherapy, and combination regimens. Apoptosis (“kill”) and detoxification (“clean”) pathways are two of the body’s fundamental defense systems against cancer initiation and progression, and Telomir-1’s observed modulation of these pathways through DNA-methylation control may represent an important area of ongoing scientific evaluation in oncology research.
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Critical Accounting Policies
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Results of Operations
Previous report
For the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024
Previous report
Research and Development Expenses. During the three months ended September 30, 2025, we incurred $0.8 million in research and development expenses, and incurred $0.6 million in research and development expenses during the three months ended September 30, 2024. The main driver in the increase year over year relates to costs incurred in support of our lead investigational therapy, Telomir-1.
Previous report
During the nine months ended September 30, 2025, we incurred $1.1 million in research and development expenses, and incurred $1.9 million in research and development expenses during the nine months ended September 30, 2024. The main driver in the decrease year over year relates to costs incurred in 2024 with certain pharmaceutical manufacturing activities that were not performed in 2025.
Previous report
Since inception, we have not earned any revenue, nor do we anticipate doing so until we successfully conclude preclinical and clinical development and obtain regulatory approval. The timing and certainty of this event remain unknown.
Previous report
General and Administrative Expenses. We incurred $0.4 million and $5.4 million in general and administrative expenses during the three months ended September 30, 2025 and 2024, respectively. The decrease is primarily due to stock-based compensation related to grants issued in 2024.
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We incurred $7.3 million and $7.0 million in general and administrative expenses during the nine months ended September 30, 2025 and 2024, respectively. The increase is primarily due to executive stock-based compensation.
Previous report
Related Party Travel Costs. We did not incur any related party travel costs during the three or nine months ended September 30, 2025. The Company incurred $0.4 million during the nine-month period ended September 30, 2024 in connection with the lease of and use of an airplane with an entity under common control. The Company has not participated in the use of the airplane since March 2024 and, pursuant to the terms of the agreement, bears no further obligation under the agreement.
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Reworded paragraphs (10)
Previous wording
The following discussion and analysis should be read in conjunction with the Condensed Financial Statements and Notes thereto included elsewhere in this Quarterly Report. This discussion contains certain forward-looking statements that involve risks and uncertainties. The Company’s actual results and the timing of certain events could differ materially from those discussed in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth herein and elsewhere in this Quarterly Report and in the Company’s other filings with the SEC. See “Cautionary Note Regarding Forward Looking Statements” below.
Current wording
The following discussion should be read in conjunction with the condensed financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from our management’s expectations. See “Cautionary Note Regarding Forward-Looking Statements” contained above in this Quarterly Report on Form 10-Q. The Company assumes no obligation to update any of these forward-looking statements, unless required to do so by applicable law.
Previous wording
We had net losses of $1.1 million and $6.0 million for the three months ended September 30, 2025 and 2024, respectively and $8.4 million and $13.7 million for the nine months ended September 30, 2025 and 2024, respectively.
Current wording
We had net losses of $0.9 million and $2.2 million for the three months ended March 31, 2026 and 2025, 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 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.
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
● On May 19, 2025, Telomir Pharmaceuticals, Inc. (the “Company”) entered into an agreement to raise $3 million in equity financing through a direct investment by The Bayshore Trust, an entity affiliated with the Company’s largest shareholder. The transaction was structured as a straight restricted common stock deal with no warrants. The Company 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”). The Company received the initial payment of $1 million for the Bayshore Financing on May 20, 2025. On July 24, 2025, an additional $2 million was received, for the issuance of 666,666 shares.
Current wording
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 stockholder. We issued 333,334 restricted shares of 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 of Common Stock.
Previous wording
On September 24, 2024 the Company entered into an unsecured Promissory Note and Loan Agreement (“the Starwood Note”) with the Starwood Trust, a separate related party trust established by the Company’s founder for the benefit of the founder’s family. Under the Starwood Note, the Company has 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. The Company’s 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, provides for prepayment at any time without penalty, and accrues simple interest at a rate equal 7% per annum. As of September 30, 2025, the Company has not borrowed any amounts under the Starwood Note.
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 Starwood 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
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, which we do not expect to occur in the near future. We had negative cash flow from operations of approximately $2.5 million for the nine months ended September 30, 2025. As of September 30, 2025, we had cash and cash equivalents of approximately $7.3 million and an accumulated deficit of approximately $38.9 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 $1.8 million for the three months ended March 31, 2026 and an accumulated deficit of approximately $42.0 million as of March 31, 2026. As of March 31, 2026 we had cash and cash equivalents of approximately $5.6 million.
Previous wording
We currently expect that our cash and cash equivalents will only be sufficient to fund our operations, development plans, and capital expenditures through the third quarter of 2026. 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
The cash used in operating activities resulted primarily from our net losses, stock-based compensation expenses and changes in components of accounts payable, accrued liabilities, and prepaid expenses.
Current wording
Net Cash Used in Operating Activities
Previous wording
For the nine months ended September 30, 2025, operating activities used $2.5 million of cash, primarily due to a net loss of $8.4 million, stock compensation costs of $6.1 million and a $0.3 million change in accounts payable, accrued liabilities and prepaid expenses. Accounts payable, accrued and prepaid expenses was primarily composed of research and development payables, consultant costs, insurance costs, legal and accounting expenses.
Current wording
For the three months ended March 31, 2025, operating activities used $0.9 million of cash, primarily due to a net loss of $2.2 million, offset by a $0.56 million change in accounts payable, accrued and prepaid expenses and $1.4 million of stock compensation expense. Accounts payable was composed of research and development payables, and accounting and legal expenses.
Previous wording
To date, we have not generated any revenue nor do we expect to generate revenue unless and until we successfully complete preclinical 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 preclinical 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 production of sales, marketing, and distribution to the extent that such sales, marketing and distribution are not the responsibility of potential collaborators. We expect to incur additional costs associated with operating as a public company.
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 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.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
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 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 report — wording carried elsewhere
On May 19, 2025, Telomir Pharmaceuticals, Inc. the Company entered into an agreement to raise $3 million in equity financing through a direct investment by The Bayshore Trust, an entity affiliated with the Company’s largest shareholder. The transaction was structured as a straight restricted common stock deal with no warrants. The Company issued 333,333 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”). The Company 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.