Skip to main content

Telomir Pharmaceuticals, Inc.

For the period ended Jun 30, 2025. Filed Aug 14, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 14, 2025

TELO$0.71-9.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-14.

0001641172-25-010298

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-14.

0001641172-25-023970

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 46 previous paragraphs and 49 current paragraphs.

26 unchanged; 11 reworded; 10 added; 9 removed; 0 previous and 2 current paragraphs rearranged.

Tables are not compared: 2 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (10)

Current report

● On May 15, 2025, we announced the identification of Telomir-Ag2 as a novel drug candidate following successful preclinical validation of its antimicrobial activity. Telomir-Ag2 is a stabilized Silver(II) complex developed using the Company’s proprietary Telomir-1 platform.

Current report

● On May 29, 2025, we announced new preclinical data from its ongoing development of Telomir-1, an investigational oral small molecule candidate being developed for the treatment of age-related macular degeneration.

Current report

● On June 5, 2025, we announced new data from a preclinical study of its lead compound, Telomir-1, in a validated animal model of Werner Syndrome (WS), an ultra-rare genetic disorder characterized by premature aging and shortened lifespan.

Current report

● On June 11, 2025, Telomir Pharmaceuticals, Inc. (NASDAQ:TELO) announced new preclinical data demonstrating that its lead small molecule candidate, Telomir-1, significantly improved neurological, behavioral, liver- and kidney-related outcomes in a clinically relevant animal model of Wilson’s disease (ATP7B C271X -/- zebrafish).

Current report

● On July 17, 2025, we reported new preclinical results evaluating the effects of its lead candidate, Telomir-1, in a murine xenograft model using PC3 human prostate cancer cells. The data demonstrated that Telomir-1 reversed epigenetic silencing by DNA methylation of the STAT1 gene, a tumor suppressor and immune response regulator, in a dose-dependent manner.

Current report

● On July 18, 2025, we sold a total of 1,100,000 shares of its common stock, no par value, in block sales to institutional investors, at an average price of $2.6045 per share (a premium to the prior day’s close), through its at-the-market equity offering facility.

Current report

**●**On July 23, 2025, we reported new preclinical results showing that its lead compound, Telomir-1, restored mitochondrial function without triggering oxidative stress or cell proliferation in human cells derived from a patient with Hutchinson-Gilford Progeria Syndrome (HGPS).

Current report

Research and Development Expenses. During the three months ended June 30, 2025, we incurred $0.04 million in research and development expenses, and incurred $0.6 million in research and development expenses during the three months ended June 30, 2024. The main driver in the decrease year over year relates to receipt of a credit during the second quarter of 2024 from Frontage Laboratories in connection with a study we performed during that period.

Current report

During the six months ended June 30, 2025, we incurred $0.4 million in research and development expenses, and incurred $1.4 million in research and development expenses during the six months ended June 30, 2024. The main driver in the decrease year over year relates to a credit during the second quarter of 2024 from Frontage Laboratories in connection with a study we performed during that period. Additionally, the Company incurred costs during that period in 2024 in connection with certain pharmaceutical manufacturing activities and studies that were not performed in 2025.

Current report

On May 19, 2025, Telomir Pharmaceuticals, Inc. (the “Company”) entered into an agreement to raise $3 million in equity financing through a direct investment by The Bayshore Trust, an entity affiliated with the Company’s largest shareholder. The transaction was structured as a straight restricted common stock deal with no warrants. The Company issued 333,333 restricted shares of its common stock, no par value (the “Common Stock”) at a purchase price of $3.00 per share, representing an 18% premium to the closing share price of the Common Stock of $2.54 on the date of execution (the “Bayshore Financing”). The Company received the initial payment of $1 million for the Bayshore Financing on May 20, 2025. In July 2025, an additional 666,666 common shares were issued for $2 million received.
Removed paragraphs (9)

Previous report

**●**On January 7, 2025, we announced a preclinical progeria lifespan study conducted in collaboration with Nagi Bioscience SA. Utilizing C. elegans (nematode) models, in which the study demonstrated restoration of shortened lifespan and normalization of accelerated aging with Telomir-1.

Previous report

● On January 28, 2025, we announced that our studies demonstrated the ability of Telomir-1 to fully reverse copper-induced elevation of ROS and provide robust cellular protection against copper toxicity.

Previous report

● On February 18, 2025, we announced that our studies had demonstrated the ability of Telomir-1 to significantly reverse copper and iron-induced elevation of Reactive Oxygen Species (ROS).

Previous report

● On February 21, 2025, we announced that Telomir-1 had successfully captured and stabilized both Silver(I) (Ag⁺) and the highly reactive Silver(II) (Ag²⁺) in a biologically compatible form.

Previous report

● On February 26, 2025, we announced that Telomir-1 fully reverses calcium dysregulation-an often-overlooked yet fundamental driver of cell death, aging, and disease progression-in multiple human cell lines.

Previous report

● On March 19, 2025, we announced that Telomir-1 reduces tumor size by approximately 50% in a prostate cancer animal model using highly aggressive human prostate cancer cells.

Previous report

● On May 7, 2025, we announced new preclinical data showing that our lead oral drug candidate, Telomir-1, reverses multiple hallmarks of cellular decline across several human cell lines. The findings include improved mitochondrial activity, reduced oxidative stress, restored calcium balance, and protection from toxic metal effects-offering a mechanistic foundation for our new research initiatives in autism spectrum disorder (ASD) and spasmodic dysphonia (SD

Previous report

Research and Development Expenses. During the three months ended March 31, 2025, we incurred $0.4 million in research and development expenses, which were primarily related to toxicology studies, pre-clinical research projects and related manufacturing for pre-clinical research projects. We incurred $0.8 million in research and development expenses during the three months ended March 31, 2024, relating to initial payments for toxicology studies and consulting arrangements. Research and development expenses represent costs incurred to conduct research and development of our product candidate and consist primarily of contracted pre-clinical research and manufacturing, toxicology, consulting arrangements and other expenses incurred to advance the Company’s research and development activities. The main driver in the decrease year over year relates to the Company making a focused effort to conserve cash until additional funding is secured.

Previous report

For the three months ended March 31, 2025, there were no financing activities.
Reworded paragraphs (11)

Previous wording

We had net losses of $2.2 million and $6.3 million for the three months ended March 31, 2025 and 2024, respectively.

Current wording

We had net losses of $5.1 million and $1.4 million for the three months ended June 30, 2025 and 2024, respectively and, $7.2 million and $7.7 million for the six months ended June 30, 2025 and 2024, respectively.

Previous wording

For the three months endedMarch 31, 2025 compared to the three months ended March 31, 2024

Current wording

For the three and six months endedJune 30, 2025 compared to the three and six months ended June 30, 2024

Previous wording

General and Administrative Expenses. We incurred $1.9 million and $0.7 million in general and administrative expenses during the three months ended March 31, 2025 and 2024, respectively. The increase is primarily due to an increase in stock compensation expense of $1.4 million related to Company management and employees, insurance costs of $0.1 million, wage expense of $0.2 million, and legal, accounting, and filing fees of $0.2 million. 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 SEC and Nasdaq, additional insurance, investor relations and other administrative expenses and professional services.

Current wording

General and Administrative Expenses. We incurred $5.0 million and $0.9 million in general and administrative expenses during the three months ended June 30, 2025 and 2024, respectively. The increase is primarily due to an increase in stock compensation expense of $4.6 million related to Company management and employees.

Previous wording

Related Party Travel Costs. We did not incur any related party travel costs during the three months ended March 31, 2025. We incurred $0.4 million during the same period ended March 31, 2024 in connection with the lease of and use of an airplane with an entity under common control. The Company will not participate in the use of the airplane after March of 2024 and, pursuant to the terms of the agreement, constitutes no further obligation under the agreement.

Current wording

Related Party Travel Costs. We did not incur any related party travel costs during the three or six months ended June 30, 2025. The Company incurred $0.4 million during the six month period ended June 30, 2024 in connection with the lease of and use of an airplane with an entity under common control. The Companyhas not participated in the use of the airplane after March of 2024 and, pursuant to the terms of the agreement, constitutes no further obligation under the agreement.

Previous wording

Interest income (expense). We earned $0.01 million in interest income during the three months ended March 31, 2025 relating primarily to money market interest. We incurred $4.3 million in interest expense during the three months ended March 31, 2024. The 2024 interest expense consists of the amortization of the deferred financing costs on warrants issued on the related party line of credit that is no longer open.

Current wording

Interest income (expense). We earned $0.01 million in interest income during the six months ended June 30, 2025 relating primarily to money market interest. We incurred $4.3 million in interest expense during the six months ended June 30, 2024. The 2024 interest expense consists of the amortization of the deferred financing costs on warrants issued on the related party line of credit that is no longer open.

Previous wording

We have incurred significant losses and negative cash flows from operations since inception and expect to incur additional losses until such time that we can generate significant revenue and profit, which we do not expect to occur in the near future. We had negative cash flow from operations of approximately $0.9 million for the three months ended March 31, 2025. As of March 31, 2025, we had cash and cash equivalents of approximately $0.4 million and an accumulated deficit of approximately $32.8 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, which we do not expect to occur in the near future. We had negative cash flow from operations of approximately $1.6 million for the six months ended June 30, 2025. As of June 30, 2025, we had cash and cash equivalents of approximately $0.8 million and an accumulated deficit of approximately $37.8 million.

Previous wording

We currently expect that our cash and cash equivalents will only be sufficient to fund our operations, development plans, and capital expenditures through the second quarter of 2025. As such, there is substantial doubt about the Company’s ability to continue as a going concern.

Current wording

We currently expect that our cash and cash equivalents will only be sufficient to fund our operations, development plans, and capital expenditures through the third quarter of 2026. As such, there is substantial doubt about the Company’s ability to continue as a going concern.

Previous wording

The cash used in operating activities resulted primarily from our net losses, stock-based compensation expenses and changes in components of accounts payable and prepaid expenses.

Current wording

The cash used in operating activities resulted primarily from our net losses, stock-based compensation expenses and changes in components of accounts payable, accrued liabilities, and prepaid expenses.

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, stock compensation costs of $1.4 million offset by $0.06 million change in accounts payable, accrued and prepaid expenses. Accounts payable, accrued and prepaid expenses was primarily composed of research and development payables, consultant costs, insurance costs, legal and accounting expenses.

Current wording

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

Previous wording

For the three months ended March 31, 2024, operating activities used $1.9 million of cash, primarily due to a net loss of $6.3 million, debt issuance costs of $4.3 million offset by $0.02 million change in accounts payable, accrued and prepaid expenses. Accounts payable, accrued and prepaid expenses was primarily composed of research and development payables, consultant costs, insurance costs, legal and accounting expenses.

Current wording

For the six months ended June 30, 2024, operating activities used $3.5 million of cash, primarily due to a net loss of $7.7 million offset by $0.1 million change in accounts payable, accrued and prepaid expenses. Accounts payable, accrued and prepaid expenses was primarily composed of research and development payables, consultant costs, insurance costs, legal and accounting expenses.

Previous wording

For the three months ended March 31, 2024, financing activities provided $5.2 million of cash, resulting primarily from $5.8 million in proceeds from sale of common stock, less offering costs, offset by $0.5 million payments to related parties, and $0.1 million of repayments under related party line of credit.

Current wording

For the six months ended June 30, 2024, financing activities provided $5.3 million of cash, resulting primarily from $5.8 million in proceeds from sale of common stock, less offering costs, offset by $0.5 million payments to related parties, and $0.1 million of repayments under related party line of credit.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

We incurred $6.9 million and $1.6 million in general and administrative expenses during the six months ended June 30, 2025 and 2024, respectively. The increase is primarily due to an increase in stock compensation expense of $6.0 million related to Company management and employees.

Current report — wording carried from elsewhere

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