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. The Company’s lead investigational candidate, Telomir-Zn, is an oral small molecule designed to modulate intracellular metal homeostasis and epigenetic regulation, with the goal of influencing pathways associated with tumor biology. 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.”

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 due to overlapping of beneficial ownership and management, entered into an Agreement and Plan of Merger and Reorganization, dated November 20, 2025, as amended on February 4, 2026 (collectively, the “Merger Agreement”), pursuant to which a wholly owned subsidiary of the Company merged with and into TELI, with TELI surviving as a wholly owned subsidiary of the Company (the “Merger”). On April 22, 2026, the Company consummated the Merger following approval by the Company’s shareholders at a meeting of the Company’s shareholders held on March 23, 2026. Pursuant to the Merger, the Company acquired all 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 shares of Common Stock to the former TELI shareholders. As a result of the Merger, the Company consolidated previously separated geographic rights to Telomir-Zn under a single corporate structure and TELI became a wholly owned subsidiary of the Company (Notes 5 and 10).

Note 2. Summary of Significant Accounting Policies

Basis of presentation

The accompanying unaudited interim condensed consolidated 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 U.S. 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 consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the condensed consolidated 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.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Telomir and its wholly owned subsidiary. All intercompany transactions and balances have been eliminated in consolidation.

Liquidity and going concern

The accompanying unaudited condensed consolidated 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 September 30, 2026, the Company had cash and cash equivalents of approximately $4.5 million. The Company used approximately $3.4 million of cash in operations during the nine months ended September 30, 2026, and had net losses of $0.7 million for the three months ended September 30, 2026 and $3.4 million for the nine months ended September 30, 2026, and had stockholders’ equity of approximately $4.4 million at September 30, 2026.

Historically, the Company has been primarily engaged in developing Telomir-Zn. 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. Since inception, the Company has financed its operations through related party financings, an initial public offering, and ATM offerings, as well as an October 2026 private placement. 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 (this “Report”), the Company expects to continue generating losses and does not have sufficient cash and cash equivalents on hand to support its operations for at least the 12 months following the date these unaudited condensed consolidated 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 its 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 consolidated 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 consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference betweenthe 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 is more likely than not to be sustained upon 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 consolidated 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 consolidated 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, including estimates related to the determination of the fair value of equity awards, the valuation of modified stock-based awards, and the measurement of any resulting incremental compensation cost.

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 September 30, 2026 and December 31, 2025, the Company had cash in excess of FDIC limits of approximately $4.3 million and $7.0 million, respectively. To reduce its risk associated with the failure of a financial institution, the Company evaluates at least annually the rating of the financial institutions 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.

Stock-based compensation

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 quarter-end 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 classified as liabilities and recorded at their initial fair value on the date of issuance and remeasured at fair value at each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss in 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 that market participants would use in pricing the asset or liability).

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 (ASC 260), the basic weighted-average number of shares of Common Stock outstanding for the three and nine months ended September 30, 2026 and 2025, includes 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 the diluted weighted average number of shares of Common Stock outstanding includes such stock options and warrants when dilutive. In periods where the Company reports a net loss, dilutive securities are excluded from the diluted share count as their inclusion would be anti-dilutive. Accordingly, basic and diluted loss per share are identical for all periods presented.

On April 22, 2026, the Company completed the Merger with TELI and issued 34,389,710 shares of its Common Stock to the former shareholders of TELI (see Note 5, Related Party Asset Acquisition of TELI). The Company accounted for the transaction as a related-party asset acquisition at historical carryover basis. As a result of the transaction, the Company recorded a deemed dividend of $46,113,903, representing the excess of the fair value of the Common Stock issued over the carrying value of the net assets acquired and cash contribution received. In accordance with ASC 260, the deemed dividend was treated as a reduction of income available to shareholders in the calculation of basic and diluted earnings per share for the nine months ended September 30, 2026. The 34,389,710 shares issued in connection with the acquisition were included in the Company’s weighted-average shares outstanding beginning April 22, 2026, the Merger date.

The following outstanding Common Stock equivalents were excluded from the computation of diluted net loss per share attributable to common stockholders 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 ASU 2024-03.

Note 3. Prepaid expenses

Prepaid expense 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 September 30, 2026 and December 31, 2025 and during the three and nine months ended September 30, 2026 and 2025. The carrying amount of accounts payable approximates fair value because of their short-term nature. The fair value of stock options and warrants issued is 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 September 30, 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. Related Party Asset Acquisition of TELI

On April 22, 2026, the Company completed its acquisition of TELI, a privately held related-party company, certain of whose beneficial owners were also related parties of the Company, pursuant to the Merger Agreement. TELI was considered a related party because Bayshore Trust held ownership interests in both the Company and TELI. Bayshore Trust, a principal shareholder of the Company, was established by the Company’s founder, Jonnie R. Williams, Sr., and various members of his family are beneficiaries of the trust. Bayshore Trust is a related party and beneficially owns more than 10% of the Company’s outstanding common stock. In addition, Erez Aminov held ownership interests in both entities and serves as the Company’s Chairman and Chief Executive Officer. Immediately prior to the Merger, Bayshore Trust beneficially owned approximately 35% of TELI and 14% of the Company, while Mr. Aminov beneficially owned approximately 21% of TELI and 1% of the Company. The Merger was approved by the Company’s shareholders at the annual shareholders’ meeting held on March 23, 2026. At the closing of the Merger, the Company acquired 100% of the outstanding equity interests of TELI which held exclusive worldwide intellectual property rights to develop and commercialize Telomir-Zn, in exchange for 34,389,710 restricted shares of Common Stock issued to TELI’s former shareholders. As a result of the Merger, the Company consolidated previously separated geographic rights to Telomir-Zn under a single corporate structure. The number of shares issued was determined based on an exchange ratio derived from independent third-party valuations of both the Company and TELI. Immediately following the Merger, the former TELI stockholders beneficially owned approximately 50% of the Company’s outstanding common stock, based on the shares outstanding upon completion of the Merger. In addition, Bayshore Trust beneficially owned approximately 25% of the Company’s outstanding common stock, while Mr. Aminov beneficially owned approximately 11% of the Company’s outstanding common stock following the Merger.

As a condition to closing, Bayshore Trust, a related party and a shareholder 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-Zn (the “Funding Commitment”).

Under the Funding Commitment, upon the acceptance by the FDA of an Investigational New Drug (IND) application for Telomir-Zn, Bayshore Trust 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-Zn, 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 shareholders as consideration in the Merger.

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

On the closing date of the Merger, the Company issued 34,389,710 shares of its common stock to the former shareholders of TELI (see Note 10). The shares issued were valued at $47,113,903 based on the closing market price of the Company’s Common Stock of $1.37 per share on April 22, 2026. The Company accounted for the acquisition as a related-party asset acquisition at historical carryover basis. Immediately prior to the Merger, TELI’s net assets, including the intellectual property rights related to Telomir-Zn, had a historical carrying value of $0. As a condition to closing, Bayshore Trust contributed $1,000,000 in cash to the Company, which represented the only net asset received in the transaction. Accordingly, the Company recorded the $1,000,000 cash contribution as an increase to equity in additional paid-in capital. The excess of the fair value of the common shares issued over the net assets received of $46,113,903 was accounted for as a deemed dividend and recorded as a charge to additional paid-in capital. As a result, the net increase in shareholders’ equity attributable to the transaction was $1,000,000.

Note 6. License agreement, related party

The Company licenses intellectual property rights related to Telomir-Zn from MIRALOGX, LLC (“MIRALOGX”), an intellectual property development and holding company controlled by Bayshore Trust, which was established by Jonnie R. Williams, Sr, the Company’s founder, and of which various members of his family are beneficiaries. Bayshore Trust is a related party and a principal shareholder holding more than 10% of the outstanding Common Stock 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-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-Zn–based products. Under the March 2025 license agreement, the Company obtained exclusive rights to commercialize Telomir-Zn–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 Merger established the Company as the sole holder of the global rights to Telomir-Zn, consolidating worldwide development and commercialization rights under a single corporate structure. Prior to the acquisition, North American and international rights to Telomir-Zn were held separately. As a result of the Merger, the Company obtained full control of the Telomir-Zn platform and all associated rights across major international markets.

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 September 30, 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.

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 7. 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 September 30, 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 September 30, 2026.

Mr. Aminov is the domestic partner of a daughter of Jonnie R. Williams, Sr., the Company’s founder and the grantor of Bayshore Trust, a principal shareholder of the Company, of which various members of the Williams family are beneficiaries.

Due to related parties

The Company receives working capital advances from MIRALOGX, a related party entity under common control and may remit payments to vendors and service providers on behalf of the Company. The Company may also receive advances from other related parties. 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 nine months ended September 30, 2026, the Company incurred $26,592 of intellectual property development costs that were paid on its behalf by MIRALOGX. All amounts were repaid in full as of September 30, 2026. As of September 30, 2026 and December 31, 2025, amounts due to related parties totaled $0 and $318,234, respectively.

Investment from largest shareholder

On May 19, 2025, the Company entered into an agreement to raise $3 million in equity financing through a direct investment by Bayshore Trust, a principal shareholder of the Company. 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, in exchange for 666,667 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 Starwood Trust, a separate related party trust established by the Company’s founder, Jonnie R. Williams, Sr. who also established Bayshore Trust, a principal shareholder of the Company, and of which various members of his family are beneficiaries. Under the Starwood Note, the Company had the right to borrow up to an aggregate of $5 million through September 24, 2026, the second anniversary of the Starwood Note. 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.

The Company’s 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 contained customary default provisions and provided for simple interest at 7% per annum and prepayment without penalty.

MIRALOGX License Agreement

See Note 6.

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 shareholder prior to the merger closing. As a result, MIRA held approximately 5% and 10% of the Company’s outstanding Common Stock as of September 30, 2026 and December 31, 2025, respectively.

Related Party Asset Acquisition of TELI

On April 22, 2026, the Company completed the acquisition of TELI, a related-party entity whose beneficial ownership included certain related parties of the Company. TELI was considered a related party because Bayshore Trust, a principal shareholder of the Company, held ownership interests in both the Company and TELI. In addition, Erez Aminov held ownership interests in both entities and serves as the Company’s Chairman and Chief Executive Officer. Immediately prior to the Merger, Bayshore Trust beneficially owned approximately 35% of TELI and 14% of the Company, while Mr. Aminov beneficially owned approximately 21% of TELI and 1% of the Company. As part of the Merger, Bayshore Trust, a related party, contributed $1.0 million in cash to the Company and entered into a funding commitment of up to an additional $4.0 million upon the achievement of specified development milestones (see Note 5, Related Party Asset Acquisition of TELI and Note 9, Funding Commitment Agreement with Related Party). As of September 30, 2026, no amounts had been funded under the additional $4.0 million funding commitment, and no liability or equity issuance had been recognized related to the funding commitment.

Note 8. 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 December 2026. The outstanding balance as of September 30, 2026 on the insurance loan payable was $68,756.

Note 9. 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 September 30, 2026 and December 31, 2025, no amounts have been accrued related to such indemnification provisions.

Funding Commitment Agreement with Related Party

On April 20, 2026, as part of the Merger, the Company entered into a binding funding commitment agreement with Bayshore Trust, a related party, in support of the continued development of Telomir-Zn. The agreement provides for (i) a funding commitment pursuant to which Bayshore Trust may invest up to $2.0 million upon acceptance by the FDA of an Investigational New Drug (“IND”) application for Telomir-Zn, and (ii) an additional funding commitment pursuant to which Bayshore Trust may invest up to $2.0 million upon the initiation of a Phase 1/2 clinical study for Telomir-Zn. Funding may be provided in cash, marketable securities, or a combination thereof, subject to the terms of the agreement.

In consideration for each investment, the Company agreed to issue 1,492,537 shares of its common stock, or an aggregate of 2,985,074 shares if both milestones are achieved and Bayshore Trust elects to make the corresponding investments. The shares will be issued only upon receipt of the applicable investment. If Bayshore Trust does not elect to make the applicable investment within three months following achievement of the applicable milestone, its right to receive the corresponding shares will expire.

Legal Proceedings

From time to time, the Company may become involved in legal proceedings, claims, investigations and other matters arising in the ordinary course of our business. 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. Except as described below, we are not currently a party to any material pending legal proceedings.

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 successfully transferred the case to the Complex Business Litigation Division 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.

Note 10. Stockholders’ equity

Capital stock

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.

Common Stock Issued in Connection with the Merger

On April 22, 2026, the Company issued 34,389,710 shares of its common stock in connection with the acquisition of TELI (see Note 5, Related Party Asset Acquisition of TELI). The shares were valued at $47.1 million based on the closing market price of the Company’s Common Stock of $1.37 per share on the acquisition date. Because the Merger was accounted for as a related-party asset acquisition at historical carryover basis and the acquired net assets had a carrying value of $0, the excess of the fair value of the shares issued over the $1.0 million cash contribution received at closing was recorded as a deemed dividend of $46,113,903 and reflected as a charge to additional paid-in capital. The transaction resulted in a net increase to additional paid-in capital of $1.0 million.

ATM Agreement

On February 14, 2025, the Company filed a shelf registration statement with the SEC to facilitate the issuance of its Common Stock and entered into an At The Market Offering Agreement (the “ATM Agreement”) with Rodman & Renshaw LLC under which the Company may offer and sell shares of its Common Stock, with an aggregate offering amount sold of up to $100,000,000. During the nine months ended September 30, 2026, the Company sold a total of 4,275 shares of its Common Stock, at a weighted average price of $1.51 for a total net proceeds of $6,311. No shares were sold under the ATM during the three months ended September 30, 2026. During the nine months ended September 30, 2025, the Company sold a total of 2,668,299 shares of its common stock, at a weighted average price of $2.17 for total proceeds of $5,550,008, net of costs of $230,292.

Investment from Largest Shareholder

On May 19, 2025, the Company entered into an agreement to raise $3 million in equity financing through a direct investment by Bayshore Trust, 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 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 Company received the initial payment of $1 million for the Bayshore Financing on May 20, 2025. In July 2025, an additional 666,667 shares of Common Stock were issued for $2 million received.

Restricted Stock Units

On May 27, 2025,400,000 fully vested shares of Common Stock were granted for services to the Company’s CEO. The restricted shares were valued at $840,000 based on the stock quoted trading price at the grant date and were expensed immediately as compensation expense.

Warrants

In connection with various transactions, the Company issued warrants. Warrant activity for the three and nine months ended September 30, 2026 and the year ended December 31, 2025 is summarized below:

(1) Warrants consist primarily of 2,439,025 warrants issued to Bayshore Trust that have a remaining contractual term of 1.7 years as of September 30, 2026,335,032 warrants issued to investors associated with a 2023 private placement that have an indeterminable contractual term, and 40,000 warrants issued to underwriters as part of the IPO with a remaining contractual life of 1.75 years.

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.

Stock-based compensation

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 vesting period and the original contractual term. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve. The Company recognizes forfeitures as they occur.

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

On May 21, 2026 and on July 28, 2026, the Company’s board of directors approved a modification of certain outstanding stock options covering an aggregate of 4,035,170 and 50,000 shares of common stock, respectively, by reducing the exercise price of the awards. For the May 21, 2026 modification, the exercise prices of 2,035,170 options and 2,000,000 options were reduced from $5.02 and $2.10 per share, respectively, to $1.30 per share. For the July 28, 2026 modification, the exercise price of 50,000 options was reduced from $5.02 per share to $1.18 per share. The modified options were fully vested on the modification date and continued to be subject to their original contractual terms, including expiration dates, except for the revised exercise prices. The Company accounted for the modifications in accordance with ASC 718,Compensation—Stock Compensation and recognized incremental stock-based compensation expense resulting from the increase in the fair value of the modified awards. As a result, the Company recognized approximately $11,000 and $599,000 of incremental stock-based compensation expense associated with these modifications during the three and nine months ended September 30, 2026, respectively.

On April 16, 2026, the Company granted an aggregate of 150,000 stock options to its directors. The options vested on the date of grant. The options have a contractual term often years and an exercise price of $1.34 and were valued at approximately $172,000 on the grant date. The stock options granted on April 16, 2026 were valued using the Black-Scholes option-pricing model with the following assumptions: a stock price of $1.34, a risk-free interest rate of 3.91%, expected volatility of 125.79%, an expected dividend yield of 0%, and an expected term of 5.0 years. On July 28, 2026, the Company granted an aggregate of 75,000 stock options to certain consultants of the Company. The options vest in two equal installments, with 50% vesting on the grant date and the remaining 50% vesting six months from the grant date. The options have a contractual term often years and an exercise price of $1.18 and were valued at approximately $75,000 on the grant date. The stock options granted on July 28, 2026 were valued using the Black-Scholes option-pricing model with the following assumptions: a stock price of $1.18, a risk-free interest rate of 4.36%, expected volatility of 121.06%, an expected dividend yield of 0%, and an expected term of 5.13 years.

The Company recognized $65,344 and $98,142 in stock-based compensation, excluding incremental stock-based compensation expense associated with the stock options modifications, during the three months ended September 30, 2026 and 2025, respectively. The Company recognized $303,881 and $5,298,278 in stock-based compensation, excluding incremental stock-based compensation expense associated with the stock options modifications and vested common shares issued for services to the Company’s CEO, during the nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026, there is approximately $27,000 of unrecognized compensation cost related to unvested stock options granted under the 2023 Plan that is expected to be recognized over approximately 0.23 years.

Note 11. Segment Information

The Company operates as a single operating segment focused on the development of novel small-molecule therapeutics targeting biological pathways implicated in cancer, including its lead investigational candidate, Telomir-Zn. 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 12. Subsequent Events

On October 5, 2026, the Company entered into a securities purchase agreement with certain investors pursuant to which the Company issued and sold 4,843,303 shares of its common stock at a purchase price of $1.16 per share. On October 9, 2026, the Company entered into a second securities purchase agreement with certain additional investors pursuant to which the Company issued and sold an additional 57,447 shares of its common stock at a purchase price of $1.13 per share (collectively, the “Private Placement”). The respective purchase prices represented a 5% discount to the applicable 10-day volume-weighted average price of the Company’s common stock on the Nasdaq Capital Market ending two days prior to the applicable closing.

The Company received aggregate gross proceeds of approximately $5.7 million from the Private Placement, before deducting placement agent fees and other offering expenses of approximately $530,000. The Company intends to use the net proceeds from the Private Placement primarily to support the clinical development of Telomir-Zn, including the Company’s Phase 1/2 clinical program in advanced or metastatic triple-negative breast cancer, as well as for working capital and general corporate purposes.

In connection with the Private Placement, the Company issued placement agent common stock purchase warrants to Alexander Capital, L.P. to purchase an aggregate of 392,060 shares of the Company’s common stock (the “Placement Agent Warrants”), consisting of (i) warrants to purchase 387,464 shares of common stock at an exercise price of $1.16 per share and (ii) warrants to purchase 4,596 shares of common stock at an exercise price of $1.13 per share. The Placement Agent Warrants are exercisable from their respective issue dates and expire at 5:00 p.m., New York City time, on the fifth anniversary of their respective issue dates.

Pursuant to the terms of the Private Placement, the Company agreed to register for resale the shares of common stock issued in the Private Placement and the shares of common stock issuable upon exercise of the Placement Agent Warrants.