Telomir Pharmaceuticals, Inc.

Previous 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.

Current wording

The following discussion should be read in conjunction with the condensed consolidated 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

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 wording

Telomir Pharmaceuticals, Inc. (the “Company” or “Telomir”) is a clinical-stage biotechnology company developing novel small-molecule therapeutics targeting biological pathways implicated in cancer. Our lead investigational candidate, 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.

Previous wording

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 wording

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-Zn across multiple disease areas.

Previous wording

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 wording

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 shareholders at a meeting held on March 23, 2026. Pursuant to the Merger, the Company acquired all of the outstanding equity interests of TELI, which held exclusive worldwide intellectual property rights to develop and commercialize Telomir-Zn, and issued an aggregate of 34,389,710 restricted shares the Company’s common stock, no par value (the “Common Stock”) to the former TELI a shareholders. The share consideration was determined using an exchange ratio based on independent third-party valuations of both entities.

Previous wording

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 wording

In connection with the closing of the Merger, Bayshore Trust, a TELI a shareholder, 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-Zn (the “Funding Commitment”).

Previous wording

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 wording

Under the Funding Commitment, following acceptance by the FDA of an IND application for Telomir-Zn, Bayshore Trust, an affiliate of the Company’s largest shareholder, 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 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-Zn, 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”).

Previous wording

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 wording

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 a shareholders as part of the Merger consideration.

Previous wording

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 wording

As a result of the Merger, the Company obtained exclusive worldwide rights to develop and commercialize Telomir-Zn, consolidating previously separated geographic rights within a single corporate entity.

Previous wording

Research and development expenses represent costs incurred to conduct research and development of our product candidate. We recognize all research and development costs as they are incurred. Research and development expenses consist primarily of the following:

Current wording

Research and development expenses represent costs incurred to conduct research and development of our product candidate. We recognize all research and development costs as they are incurred. Research and development expenses consist primarily of contracted research and manufacturing, consulting arrangements, and other expenses incurred to advance the Company’s research and development activities.

Previous wording

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 wording

The following categorized various elements of R&D expense during the three months ended June 30, 2026 and 2025:

Previous wording

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 wording

We recorded interest income of approximately $0.05 million in the three months ended June 30, 2026, compared with less than $0.1 million in the three months ended June 30, 2025. We incurred less than $0.1 million in interest expense during the three months ended June 30, 2026 and 2025, respectively.

Previous wording

Since our inception in August 2021, we have financed our operations primarily through sales of our Common Stock. These equity financings included the proceeds from our initial public offering that occurred in February 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 wording

Since our inception in August 2021, we have financed our operations primarily through sales of our Common Stock. These equity financings included the proceeds from our initial public offering that occurred in February 2024, a $1.0 million stock purchase agreement with Starwood Trust that occurred in the fourth quarter of 2024, a $3 million stock purchase agreement in 2025 with 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.

Previous 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.

Current wording

On May 19, 2025, we entered into an agreement to raise $3 million in equity financing through a direct investment by Bayshore Trust, an entity affiliated with our largest shareholder. 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 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.

Current wording

On September 24, 2024, we entered into an unsecured Promissory Note and Loan Agreement with the Starwood Trust, a separate trust that 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 due and payable on the second anniversary of the issuance of the note and provides for prepayment at any time without penalty. The Starwood Note accrues interest at a rate equal to 7% per annum, simple interest.

Previous wording

Further, on December 9, 2024, Starwood Trust entered into a stock purchase agreement with the Company to purchase 142,857 shares of unregistered Common Stock at $7 a share for a total of $1.0 million in proceeds to us.

Current wording

Further, on December 9, 2024, Starwood Trust entered into a stock purchase agreement with the Company to purchase 142,857 shares of unregistered Common Stock at $7 per share for a total of $1.0 million in proceeds to us.

Previous wording

We have incurred significant losses and negative cash flows from operations since inception and expect to incur additional losses until such time that we can generate significant revenue and profit. We had negative cash flow from operations of approximately $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.

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 $2.8 million for the six months ended June 30, 2026 and an accumulated deficit of approximately $43.7 million as of June 30, 2026. As of June 30, 2026, we had cash and cash equivalents of approximately $5.2 million.

Previous wording

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 wording

For the six months ended June 30, 2026, operating activities used $2.8 million of cash, primarily due to a net loss of $2.7 million and a decrease in operating assets and liabilities of $0.9 million, partially offset by approximately $0.9 million of stock compensation expense.

Previous 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.

Current wording

For the six months ended June 30, 2025, operating activities used $1.6 million of cash, primarily due to a net loss of $7.2 million, partially offset by a $0.4 million change in accounts payable, accrued and prepaid expenses and $6.0 million of stock compensation expense. Accounts payable was composed of research and development payables, and accounting and legal expenses.

Previous wording

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 wording

For the six months ended June 30, 2026, financing activities provided $0.7 million of cash, resulting from $1.0 million of proceeds from the TELI contribution and $0.2 million of proceeds from issuance of insurance loan payable, partially offset by $0.2 million in repayments to an officer of the Company, $0.3 million in repayments to related parties of the Company and less than $0.1 million in repayments of insurance loans.

Previous wording

A description of recently issued and adopted accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 1 to our financial statements.

Current wording

A description of recently issued and adopted accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 to our accompanying condensed consolidated financial statements.