Telomir Pharmaceuticals, Inc.

Note 1. Description of business

Overview

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. The Company’s 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. 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”).

As used herein, the Company’s common stock, no par value per share, is referred to as the “Common Stock,” and the Company’s preferred stock, no par value per share, is referred to as the “Preferred Stock”.

TELI merger – subsequent event

The Company and TELI Pharmaceuticals, Inc., a related party private company incorporated under the laws of Delaware (“TELI”), certain of whose beneficial owners are also related parties of the Company, entered into an Agreement and Plan of Merger and Reorganization, dated November 20, 2025, and as amended on February 4, 2026 (collectively, the “Merger Agreement”), pursuant to which a wholly owned subsidiary of Telomir will merge with and into TELI, with TELI surviving as a wholly owned subsidiary of Telomir (the “Merger”), subject to stockholder approval. On April 22, 2026, the Company consummated its previously announced merger with TELI Pharmaceuticals, Inc., a related party private company (the “Merger”), following approval by the Company’s stockholders at a meeting of the Company’s stockholders 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 the Company’s Common Stock to the former TELI stockholders. See Note 11, TELI merger agreement.

The TELI Transaction and related funding arrangements occurred subsequent to March 31, 2026 and, accordingly, have not been reflected in the accompanying condensed financial statements. The Company is currently evaluating the appropriate accounting treatment for the TELI Transaction and the Funding Commitment, including the allocation of purchase consideration, the classification of the funding commitments, and the related equity issuance accounting (refer to Note 11).

Note 2. Summary of Significant Accounting Policies

Basis of presentation

The accompanying unaudited interim condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited interim condensed financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the condensed balance sheet, statements of operations, statements of changes in stockholders’ equity and cash flows for the interim periods presented. The results of operations for any interim periods are not necessarily indicative of the results that may be expected for the entire fiscal year or any other interim period.

Liquidity and going concern

The accompanying unaudited condensed financial statements have been prepared assuming the Company will continue as a going concern which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business.

As of March 31, 2026, the Company had cash of approximately $5.6 million. The Company used approximately $1.8 million of cash in operations during the three months ended March 31, 2026, had a net loss of $1.0 million for the three months ended March 31, 2026 and had stockholders’ equity of approximately $5.0 million at March 31, 2026.

Historically, the Company has been primarily engaged in developing Telomir-1. During these activities, the Company sustained substantial losses. The Company’s ability to fund ongoing operations and future clinical trials required for FDA approval is dependent on the Company’s ability to obtain significant additional external funding in the near term. Since inception, the Company has financed its operations through related party financings, an initial public offering, and ATM financings. Additional sources of financing may be sought by the Company. However, there can be no assurance that any fundraising will be achieved on commercially reasonable terms, if at all.

As of the date of filing this Quarterly Report on Form 10-Q, the Company will continue to generate losses and have insufficient cash and cash equivalents on hand to support its operations for at least the 12 months following the date these unaudited condensed financial statements are issued. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. The Company is seeking to raise capital through additional debt and/or equity financings to fund our operations in the future. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail its operations. These condensed financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Certain risks and uncertainties

The Company’s activities are subject to significant risks and uncertainties, including the risk of failure to secure additional funding to properly execute the Company’s business plan. The Company is subject to risks that are common to companies in the pharmaceutical industry, including, but not limited to, development by the Company or its competitors of new technological innovations, dependence on key personnel, reliance on third party manufacturers, protection of proprietary technology, and compliance with regulatory requirements.

Revenue recognition

The Company currently has no source of revenue. Miscellaneous income, including interest, is recognized when earned by the Company.

Income taxes

Income taxes are recorded in accordance with FASB ASC Topic 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the condensed financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense.

Research and development expenses

Research and development costs are expensed in the period in which they are incurred and include the expenses paid to third parties, such as contract research organizations and consultants, who conduct research and development activities on behalf of the Company.

Use of estimates

The preparation of condensed financial statements in accordance with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period. Actual results may differ from such estimates and such differences could be material. Significant estimates during the reporting periods include stock-based compensation.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments and other short-term investments with maturities of three months or less, when purchased, to be cash equivalents. The Company maintains cash and cash equivalent balances at two financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company’s accounts at these institutions are insured by the FDIC up to $250,000. On March 31, 2026 and December 31, 2025, the Company had cash in excess of FDIC limits of approximately $5.3 million and $7.0 million, respectively. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. Any material loss that the Company may experience in the future could have an adverse effect on its ability to pay its operational expenses or make other payments and may require the Company to move its cash to other high quality financial institutions.

The Company accounts for stock-based compensation under the provisions of FASB ASC 718,Compensation - Stock Compensation, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, directors and consultants based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. The Company has elected to account for forfeitures of stock-based awards as they occur.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC Topic 480,Distinguishing Liabilities from Equity (ASC 480) and FASB ASC Topic 815,Derivatives and Hedging (ASC 815). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Common Stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be liability classified and recorded at their initial fair value on the date of issuance and remeasured at fair value and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Company generally determines fair value of the warrants using a Black-Scholes valuation methodology.

A change in any of the terms or conditions of warrants is accounted for as a modification. The accounting for incremental fair value of warrants is based on the specific facts and circumstances related to the modification which may result in a reduction of additional paid-in capital, recognition of costs for services rendered, or recognized as a deemed dividend.

Fair Value Measurements and Financial Instruments

The Company measures the fair value of financial instruments in accordance with GAAP which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

GAAP defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. GAAP describes three levels of inputs that may be used to measure fair value:

Level 1 – quoted prices in active markets for identical assets or liabilities.

Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable.

Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions).

The Company considers the carrying amount of prepaid assets and all current liabilities to approximate fair value due to the short-term nature of those elements.

Loss per Share

Loss per share is computed in accordance with ASC Topic 260,Earnings per Share Basic weighted-average number of shares of Common Stock outstanding for the three months ended March 31, 2026 and 2025, include the shares of Common Stock issued and outstanding during such period, on a weighted average basis. The basic weighted average number of shares of Common Stock outstanding excludes common stock equivalents such as stock options and warrants, while diluted weighted average number of shares of Common Stock outstanding includes such stock options and warrants.

The following outstanding shares of Common Stock equivalents were excluded from the computation of the diluted net loss per share attributable to Common Stock for the periods in which a net loss is presented because their effect would have been anti-dilutive.

Recent accounting pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and are adopted by the Company as of the specified effective date.

In November 2024, the FASB issued ASU No. 2024-03,Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) and in January 2025, the FASB issued ASU No. 2025-01,Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarified the effective date of ASU 2024-03. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. ASU 2024-03 will require the Company to disclose the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization, as applicable, included in certain expense captions in the Consolidated Statements of Operations, as well as qualitatively describe remaining amounts included in those captions. ASU 2024-03 will also require the Company to disclose both the amount and the Company’s definition of selling expenses. The Company is currently evaluating the impact of adopting of ASU 2024-03.

Note 3. Prepaid expenses

Prepaid expense and other current assets consisted of the following at the dates indicated:

Note 4. Fair value measurements

Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2026 and December 31, 2025 and during the three months ended March 31, 2026 and 2025. The carrying amount of accounts payable approximated fair value as they are short term in nature. The fair value of stock options and warrants issued are estimated based on the Black-Scholes model.

Fair Value on a Recurring Basis

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The estimated fair value of the money market account represents a Level 1 measurement. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Note 5. License agreement, related party

The Company licenses intellectual property rights related to Telomir-1 (Telomir-Zn) from MIRALOGX, LLC (“MIRALOGX”), an intellectual property development and holding company controlled by a trust established by the Company’s founder. MIRALOGX is a related party and greater-than-10% stockholder of the Company.

Pursuant to two exclusive license agreements with MIRALOGX, entered into in November 2022 and March 2025, respectively, including in connection with the Company’s acquisition of TELI, the Company has obtained exclusive and non-exclusive, as applicable rights under certain patent rights to develop, manufacture, use, commercialize, and sublicense products containing Telomir-1 (Telomir-Zn) in specified territories.

Under the November 2022 license agreement, the Company obtained exclusive, worldwide rights under the licensed patent rights to make, use, sell, and sublicense Telomir-1–based products. Under the March 2025 license agreement, the Company obtained exclusive rights to commercialize Telomir-1–based products outside the United States and non-exclusive rights to manufacture such products globally, subject to territorial and import limitations set forth in that agreement.

The licensed patent portfolio includes a combination of U.S. provisional and non-U.S. patent applications and filings across multiple jurisdictions. “Licensed Product” is defined as a drug product containing 2,4,6-tris(3,4-dihydro-2H-pyrrol-2-yl) pyridine or a pharmaceutically acceptable salt, ester, solvate or zinc complex thereof.

Under the terms of the applicable license agreements, the Company is obligated to pay MIRALOGX a royalty equal to 8% of net sales and certain other revenues derived from licensed products. In addition, pursuant to the March 2025 license agreement, the Company is obligated to pay a minimum annual royalty of $250,000 beginning in the year in which revenue from licensed products is first generated. No upfront license fees were required under either agreement, and no milestone payments are payable. No royalties have been paid as of March 31, 2026.

The term of the license continues until the expiration of the last-to-expire licensed patent or, if later, the expiration of any applicable sublicensing or strategic partnership arrangements. Based on current filings, the licensed patent rights are expected to extend into the early-to-mid 2040s, subject to prosecution outcomes, maintenance, and potential extensions. The patent rights are expected to extend through approximately 2043, subject to potential extensions.

MIRALOGX retains control over patent prosecution and maintenance. The Company has the right to enforce the licensed patent rights in specified territories and is responsible for reimbursing certain patent-related costs.

Note 6. Related parties’ balances and transactions

Due to officer and accrued compensation - officer

As of December 31, 2025, accrued compensation of $417,470 was owed to the Company’s Chairman and Chief Executive Officer, Erez Aminov, representing compensation earned during the year ended December 31, 2025. The accrued compensation balance was fully repaid in January 2026, and there were no amounts outstanding as of March 31, 2026.

In December 2025, Mr. Aminov advanced $155,518 to the Company for the purpose of remitting employee payroll withholding taxes associated with equity-based compensation granted during the year. These withholding taxes were not remitted through the Company’s payroll processing. Accordingly, the advance was returned to Mr. Aminov in January 2026 and there were no amounts outstanding as of March 31, 2026.

Due to related parties

During the year ended December 31, 2024, the Company received working capital advances from related party entities under common control. These advances are non-interest bearing and due on demand. During the year ended December 31, 2025, a related party, MIRALOGX, shipped pharmaceutical chemicals to the Company’s service provider for ongoing research activities at an approximate cost of $224,800. During the three months ended March 31, 2026, the Company incurred $26,592 of intellectual property development costs that were paid on its behalf by MIRALOGX. As of March 31, 2026 and December 31, 2025, amounts due to related parties totaled $344,826 and $318,234, respectively.

Investment from largest stockholder

On May 19, 2025, 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 stockholder, Jonnie R. Williams, Sr. The Company issued 333,334 restricted shares of its 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.

Starwood Trust Line of Credit and Stock Purchase Agreement

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, Jonnie R. Williams, Sr. who is the sole owner of Bay Shore Trust as well as our largest shareholder, and under which various of his family members are beneficiaries. 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 September 24, 2026, 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 contains default provisions in which in the event of the Company misses payment, makes false representations, fails to comply in any material respect to covenants, files for bankruptcy, or experiences a material adverse change in is assets or operations than the Company is considered in default and the entire unpaid principal and accrued interest is due immediately. 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 March 31, 2026 and December 31, 2025, the Company has not borrowed any amounts under the Starwood Note.

MIRALOGX License Agreement

See Note 5.

MIRA Pharmaceuticals, Inc. - Related Party Ownership of Common Stock

On September 29, 2025, in connection with the consummation of a merger between MIRA Pharmaceuticals, Inc. (“MIRA”), a related party due to certain common ownership, officers and directors, and SKNY Pharmaceuticals, Inc. (“SKNY”), MIRA acquired 3,521,127 shares of the Company’s common stock that were contributed to SKNY by its largest stockholder prior to the merger closing. As a result, MIRA holds approximately 10% of the Company’s outstanding common stock as of March 31, 2026 and December 31, 2025.

Note 7. Insurance loan payable

During February 2026, the Company entered into a financing agreement with a financing institution to fund a portion of its insurance policies. As part of the agreement, the financing institution agreed to finance the insurance policies of the Company of approximately $225,000 with an average interest rate per annum of 6.70%. The Company is required to make monthly payments of approximately $23,000 through February 2027. The outstanding balance as of March 31, 2026 on the insurance loan payable was $202,869.

Note 8. Commitments and contingencies

In the ordinary course of business, the Company enters into various agreements containing standard indemnification provisions. The Company’s indemnification obligations under such provisions are typically in effect from the date of execution of the applicable agreement through the end of the applicable statute of limitations. The aggregate maximum potential future liability of the Company under such indemnification provisions is uncertain. As of March 31, 2026 and December 31, 2025, no amounts have been accrued related to such indemnification provisions.

From time to time, the Company may be exposed to litigation in connection with its operations. The Company’s policy is to assess the likelihood of any adverse judgments or outcomes related to legal matters, as well as ranges of probable losses.

Note 9. Stockholders’ equity

The Company has the authority to issue 400,000,000 shares of capital stock, consisting of 300,000,000 shares of Common Stock and 100,000,000 shares of undesignated Preferred Stock, whose rights and privileges will be defined by the Board of Directors when a series of preferred stock is designated.

Warrants

In connection with various transactions, the Company issued warrants. Warrant activity for the three months ended March 31, 2026 and the year ended December 31, 2025 is summarized below:

The warrants herein consist of various contractual terms. The warrants herein consist primarily of 2,439,025 warrants issued to Bay Shore Trust that have a remaining contractual term of 2.20 years as of March 31, 2026, and 335,032 warrants issued to investors associated with a 2023 private placement that currently have an indeterminable contractual term.

2023 Omnibus Incentive Plan

In December 2023, the Company’s Board of Directors adopted the Company’s 2023 Omnibus Incentive Plan, (“2023 Plan”). The 2023 Plan authorizes the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, to the Company’s employees and any of its parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to the Company’s employees, directors, and consultants and any of its future subsidiary corporations’ employees and consultants.

The 2023 Plan provides that 6,500,000 shares of Common Stock are reserved for issuance under the 2023 Plan, all of which may be issued pursuant to the exercise of incentive stock options.

The vesting period for stock options granted is generally immediately to one year. All stock options granted under the 2023 Plan have a maximum contractual term of ten years.

The grant-date fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option-pricing model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. Expected price volatility is based solely on the Company’s trading history for its Common Stock.

Expected term of options granted is derived using the “simplified method” which computes expected term as the average of the sum of the vesting term plus contract term. The risk-free rate is based on the 5-year U.S. Treasury yield curve in effect at the time of grant. The Company recognizes forfeitures as they occur.

A summary of the Company’s stock option activity is as follows:

The Company recognized $39,803 and $1,375,686 in stock-based compensation during the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, there is approximately $43,814 of unrecognized compensation cost related to unvested stock options granted under the Company’s 2023 Plan that is expected to be recognized over this year.

Note 10. Segment Information

The Company operates inone reportable segment related to the development and commercialization of pharmaceuticals targeting neurologic and neuropsychiatric disorders. The CODM for the Company is the Chief Executive Officer (the “CEO”). The Company’s CEO reviews operating results on an aggregate basis and manages the Company’s operations as a whole for the purpose of evaluating financial performance and allocating resources. Accordingly, the Company has determined that it has a single reportable and operating segment structure. The CEO uses aggregate net loss to allocate resources in the annual budgeting and forecasting process and also uses that measure as a basis for evaluating financial performance regularly by comparing actual results with established budgets and forecasts.

The accounting policies of the Company’s single segment are the same as those described in the summary of significant accounting policies within Note 2. The CEO assesses performance for the Company and decides how to allocate resources based on the aggregate net loss that is also reported on the income statement as net loss. The measure of segment assets is reported on the balance sheets as total assets.

The table below provides information about the Company’s revenue, significant segment expenses and other segment expenses.

Note 11. Subsequent Events

TELI Acquisition

On April 22, 2026, the Company completed its acquisition of TELI, a related party private company certain of whose beneficial owners are also related parties of the Company, pursuant to a previously announced merger agreement. The TELI Transaction was approved by the Company’s stockholders at the annual stockholders’ meeting held on March 23, 2026. At the closing of the TELI Transaction, the Company acquired 100% of the outstanding equity interests of TELI in exchange for 34,389,710 restricted shares of the Common Stock, no par value, issued to TELI’s former stockholders. The number of shares issued was determined based on an exchange ratio derived from independent third-party valuations of both the Company and TELI.

As a condition to closing, Bayshore Trust, a related party and a stockholder of TELI, contributed $1.0 million in cash to the Company. In addition, Bayshore Trust entered into a binding equity funding commitment pursuant to which it may invest up to an additional $4.0 million in the Company upon the achievement of specified regulatory and clinical milestones related to Telomir-1 (Telomir-Zn).

Under the Funding Commitment, upon the acceptance by the FDA of an Investigational New Drug (IND) application for Telomir-1 (Telomir-Zn), Bayshore Trust, an entity affiliated with the Company’s largest stockholder, may contribute $2.0 million, in cash or marketable securities valued at the time of transfer, in exchange for 1,492,537 shares of Common Stock, calculated as $2.0 million divided by $1.34, representing the closing trading price of the Common Stock on April 15, 2026. Upon the initiation of a Phase 1/2 clinical study for Telomir-1, Bayshore Trust may contribute an additional $2.0 million, in cash or marketable securities valued at the time of transfer, in exchange for an additional 1,492,537 shares of Common Stock (the Milestone Shares).

The Milestone Shares, if any, will be issued only upon the receipt of the corresponding funding amounts. If a funding commitment is not satisfied within three months of the applicable milestone date, the corresponding right to receive Milestone Shares will be forfeited. The Milestone Shares are separate and distinct from the shares issued to TELI’s former stockholders as consideration in the TELI Transaction.

As a result of the TELI Transaction, the Company holds sole global rights to Telomir-1 (Telomir-Zn), consolidating worldwide development and commercialization rights under a single corporate structure.

The TELI transaction and related funding arrangements occurred subsequent to March 31, 2026 and, accordingly, have not been reflected in the accompanying condensed financial statements. The Company anticipates accounting for the Transaction as an asset acquisition, as TELI’s sole asset consisted of the global rights to Telomir-1, and TELI had no other assets, liabilities, or operations prior to the acquisition. The Company is currently evaluating the allocation of purchase consideration, the classification of the funding commitments, and the related equity issuance accounting.

ATM Offering

From April 1, 2026 through May 13, 2026, under the ATM Agreement, the Company sold and issued 4,275 shares of Common Stock at a price per share of $1.51, and received net proceeds of approximately $6,000, after deducting commissions and other fees in the amount of approximately $1,000.