Telomir Pharmaceuticals, Inc.

Previous wording

We had net losses of $1.7 million and $5.1 million for the three months ended June 30, 2026 and 2025, respectively. We had net losses of $2.7 million and $7.3 million for the six months ended June 30, 2026 and 2025, respectively.

Current wording

We had net losses of $0.7 million and $1.1 million for the three months ended September 30, 2026 and 2025, respectively. We had net losses of $3.4 million and $8.4 million for the nine months ended September 30, 2026 and 2025, respectively.

Previous 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.

Current 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 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 of the Company’s common stock, no par value (the “Common Stock”) to the former TELI 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 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”).

Current wording

In connection with the closing of the Merger, Bayshore Trust, a TELI 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

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.

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 shareholders as part of the Merger consideration.

Previous 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.

Current wording

Our operating expenses have historically been primarily costs associated with our initial investment in preclinical research and development activities. We expect research and development expenses to increase in the future as we advance Telomir-Zn into and through clinical trials and pursue regulatory approvals, which will require significant expenditures for 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

The process of conducting clinical trials necessary to obtain regulatory approval is costly and time consuming. We may never succeed in timely development and achieving regulatory approval for our product candidates. The probability of success of our product candidates may be affected by numerous factors, including clinical data, competition, manufacturing capability and commercial viability. As a result, we are unable to determine the duration and completion costs of our development projects or when and to what extent we will generate revenue from the commercialization and sale of our product candidates.

Current wording

The process of conducting clinical trials necessary to obtain regulatory approval is costly and time consuming. We may never succeed in developing our product candidates in a timely manner or obtaining regulatory approval for our product candidates. The probability of success of our product candidates may be affected by numerous factors, including clinical data, competition, manufacturing capability and commercial viability. As a result, we are unable to determine the duration and completion costs of our development projects or when and to what extent we will generate revenue from the commercialization and sale of our product candidates.

Previous wording

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 wording

General and administrative expenses consist of costs associated with administrative functions, as well as legal and 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 associated with operating as 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.

Previous wording

We incurred $1.3 million and $5.0 million in general and administrative expenses during the three months ended June 30, 2026 and 2025, respectively. The decrease in general and administrative expenses of $3.7 million during the three months ended June 30, 2026 relates primarily to decreases in stock-based compensation of $3.9 million, partially offset by an increase in professional expense for $0.2 million.

Current wording

We incurred $0.5 million and $0.4 million in general and administrative expenses during the three months ended September 30, 2026 and 2025, respectively. The increase in general and administrative expenses of $0.1 million during the three months ended September 30, 2026 relates primarily to an increase in professional expense of $0.2 million, partially offset by a decrease in payroll and other expenses of $0.1 million.

Previous wording

We incurred research and development expenses of $0.4 million and less than $0.1 million during the three months ended June 30, 2026 and 2025. The increase in R&D expenses during the three months ended June 30, 2026 primarily reflects higher pre-clinical research and R&D consultant costs associated with advancement of the Telomir-Zn development program, partially offset by lower toxicology expenses.

Current wording

We incurred research and development expenses of $0.3 million and $0.8 million during the three months ended September 30, 2026 and 2025. The decrease in R&D expenses during the three months ended September 30, 2026 primarily reflects lower costs for toxicology studies, preclinical research, and R&D consultants associated with advancement of the Telomir-Zn development program.

Previous wording

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

Current wording

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

Previous 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.

Current wording

We recorded interest income of approximately $0.04 million in the three months ended September 30, 2026, and 2025, respectively. We incurred less than $0.002 million in interest expense during the three months ended September 30, 2026.

Previous wording

Results of operations for the six months ended June 30, 2026 and 2025:

Current wording

Results of operations for the nine months ended September 30, 2026 and 2025:

Previous wording

We incurred $1.8 million and $6.9 million in general and administrative expenses during the six months ended June 30, 2026 and 2025, respectively. The decrease in general and administrative expenses of $5.0 million during the six months ended June 30, 2026 relates primarily to decreases in stock-based compensation of $5.2 million and payroll related expenses of $0.1 million, partially offset by increases in professional expense of $0.2 million and other expenses of $0.1 million.

Current wording

We incurred $2.4 million and $7.3 million in general and administrative expenses during the nine months ended September 30, 2026 and 2025, respectively. The decrease in general and administrative expenses of $4.9 million during the nine months ended September 30, 2026 relates primarily to decreases in stock-based compensation of $5.0 million, in stock issued for services of $0.8 million and payroll related expenses of $0.1 million, partially offset by increases in stock-options modification expense of $0.5 million, professional expense of $0.3 million and other expenses of $0.1 million.

Previous wording

We incurred research and development expenses of $0.9 million and $0.4 million during the six months ended June 30, 2026 and 2025. The increase of $0.05 million primarily reflects higher pre-clinical research activities and R&D consultant costs associated with the Merger and advancement of the Telomir-Zn development program, partially offset by lower R&D stock-based compensation.

Current wording

We incurred research and development expenses of $1.2 million and $1.1 million during the nine months ended September 30, 2026 and 2025. The increase of $0.025 million primarily reflects higher pre-clinical research activities and R&D consultant costs associated with the Merger and advancement of the Telomir-Zn development program, partially offset by lower toxicology expense.

Previous wording

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

Current wording

The following table categorizes various elements of R&D expense during the nine months ended September 30, 2026 and 2025:

Previous wording

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

Current wording

We recorded interest income of $0.1 million in the nine months ended September 30, 2026, compared with less than $0.1 million in the nine months ended September 30, 2025. We incurred less than $0.006 million and $0.001 million in interest expense during the nine months ended September 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 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.

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 financing program (“ATM Financing”). We raised $6.5 million from the ATM financing in the year ended December 31, 2025.

Previous wording

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 wording

We intend to finance our clinical development programs and working capital needs from existing cash and potential new sources of debt and equity financing.

Previous 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.

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 666,667 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 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.

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 had 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 was subject to the absence of a material adverse change in its assets, operations, or prospects. The Starwood Note, together with accrued interest, was due and payable on the second anniversary of the issuance of the note and provided for prepayment at any time without penalty. The Starwood Note accrued interest at a rate equal to 7% per annum, simple interest. 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. The borrowing facility expired on September 24, 2026, without any amounts having been drawn. No amounts were outstanding under the Starwood Note as of September 30, 2026 or December 31, 2025.

Previous wording

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 wording

Since January 1, 2023, MIRALOGX, an intellectual property development and holding company owned by Bayshore Trust, and 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.

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 $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.

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 $3.7 million for the nine months ended September 30, 2026 and an accumulated deficit of approximately $44.4 million as of September 30, 2026. As of September 30, 2026, we had cash and cash equivalents of approximately $4.5 million.

Previous 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.

Current wording

We currently expect that our cash and cash equivalents will be sufficient to fund our operations, development plans, and capital expenditures into the fourth quarter of 2027.

Previous 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.

Current wording

For the nine months ended September 30, 2026, operating activities used $3.4 million of cash, primarily due to a net loss of $3.4 million and a decrease in operating assets and liabilities of $0.8 million, partially offset by approximately $0.9 million of stock compensation expense.

Previous 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.

Current wording

For the nine months ended September 30, 2026, financing activities provided $0.6 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 repayment of payable to related parties, and $0.2 million in repayments of insurance loans.

Previous wording

For the six months ended June 30, 2025, financing activities provided $1.0 million of cash, resulting from $1.0 million of proceeds from the sale of Common Stock.

Current wording

For the nine months ended September 30, 2025, financing activities provided $8.6 million of cash, resulting from $5.6 million of proceeds from the sale of Common Stock and $3.0 million of proceeds from the sale of Common Stock to related parties.

Previous 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.

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 product candidate 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 complete preclinical development activities 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.

Previous wording

● the rate of progress in the development of our Telomir-1 program and other development programs;

Current wording

● the rate of progress in the development of our Telomir-Zn program and other development programs;

Previous wording

On June 5, 2026, a complaint was filed by the Estate of Christopher Columbus Chapman, Jr., the former Chief Executive Officer of the Company, in the circuit court of Miami-Dade County, Florida claiming that the Company failed to timely transfer restricted common stock of the Company. The Company subsequently successfully removed the case to the complex business court of Miami-Dade County, Florida. The plaintiff claims damages in excess of $3.5 million due to the delays in transfer. The Company believes the plaintiff’s position is without merit and intends to vigorously defend itself. At this stage of the proceedings, management is unable to reasonably estimate the likelihood of an unfavorable outcome or the amount of any potential loss, if any. Accordingly, no liability has been recorded in the accompanying condensed consolidated financial statements as of June 30, 2026.

Current wording

On June 5, 2026, a complaint was filed by the Estate of Christopher Columbus Chapman, Jr., the former Chief Executive Officer of the Company, in the Circuit Court of Miami-Dade County, Florida claiming that the Company failed to timely transfer restricted common stock of the Company (the “Chapman Litigation”). The Company subsequently had the case transferred to the Complex Business Litigation Division of the Circuit Court of Miami-Dade County, Florida. The plaintiff claims damages in excess of $3.5 million due to the delays in transfer. The Company believes the plaintiff’s position is without merit and intends to vigorously defend itself. At this stage of the proceedings, management is unable to reasonably estimate the likelihood of an unfavorable outcome or the amount of any potential loss, if any. Accordingly, no liability has been recorded in the accompanying condensed consolidated financial statements as of September 30, 2026.