TELO 10-Q
Telomir Pharmaceuticals, Inc. (TELO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______________to _______________
Commission
File Number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number (including area code):
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading symbol | Name of each exchange on which registered | ||
| The
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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 12, 2026, there were shares of the registrant’s common stock issued and outstanding.
TABLE OF CONTENTS
| 2 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements with the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements concerning our business strategy and plans, future operating results and financial position, as well as our objectives and expectations for our future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential”, or “continue” or the negative of these terms or other similar expressions. In particular, statements about the markets in which we operate, including growth of our various markets, and our expectations, beliefs, plans, strategies, objectives, prospects, assumptions, or future events or performance contained in this Quarterly Report on Form 10-Q are forward-looking statements. We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors may cause our actual results, performance, or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements, or could affect our share price. Important factors that could cause actual results or events to differ materially from those expressed in forward-looking statements include, but are not limited to, the following:
● our use of the net proceeds from our offerings of our securities;
● our ability to obtain and maintain regulatory approval of our product candidates;
● our ability to successfully commercialize and market our product candidates, if approved;
● our ability to contract with third-party suppliers, manufacturers and other service providers and their ability to perform adequately;
● the potential market size, opportunity, and growth potential for our product candidates, if approved;
● our ability to obtain additional funding for our operations and development activities;
● the accuracy of our estimates regarding expenses, capital requirements and needs for additional financing;
● the initiation, timing, progress and results of our pre-clinical studies and clinical trials, and our research and development programs;
● the timing of anticipated regulatory filings;
● the timing of availability of data from our clinical trials;
● our future expenses, capital requirements, need for additional financing, and the period over which we believe that the net proceeds from this offering, together with our existing cash and cash equivalents, will be sufficient to fund our operating expenses and capital expenditure requirements;
● our ability to retain the continued service of our key professionals and to identify, hire and retain additional qualified professionals;
● our ability to advance product candidates into, and successfully complete, clinical trials;
● our ability to recruit and enroll suitable patients in our clinical trials;
● the timing or likelihood of the accomplishment of various scientific, clinical, regulatory, and other product development objectives;
● the pricing and reimbursement of our product candidates, if approved;
● the rate and degree of market acceptance of our product candidates, if approved;
● the implementation of our business model and strategic plans for our business, product candidates, and technology;
● the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and technology;
● developments relating to our competitors and our industry; and
● other risks and factors listed under “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2025.
Given the risks and uncertainties set forth in this Quarterly Report on Form 10-Q, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements contained in this Quarterly Report on Form 10-Q are not guarantees of future performance and our actual results of operations, financial condition, and liquidity, and the development of the industry in which we operate, may differ materially from the forward-looking statements contained in this Quarterly Report on Form 10-Q. In addition, even if our results of operations, financial condition and liquidity, and events in the industry in which we operate are consistent with the forward-looking statements contained in this Quarterly Report on Form 10-Q, they may not be predictive of results or developments in future periods.
Any forward-looking statement that we make in this Quarterly Report on Form 10-Q speaks only as of the date of such statement. Except as required by federal securities laws, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Quarterly Report on Form 10-Q.
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PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements (unaudited)
Telomir Pharmaceuticals, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Trade accounts payable and accrued liabilities | $ | $ | ||||||
| Due to officer | ||||||||
| Accrued compensation - officer | ||||||||
| Insurance loan payable | ||||||||
| Due to related parties | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 9) | ||||||||
| Stockholders’ Equity: | ||||||||
| Preferred Stock, par value, shares authorized | ||||||||
| and issued or outstanding. | ||||||||
| Common Stock, par value; shares authorized, and | ||||||||
| shares issued and outstanding at June 30, 2026 and | ||||||||
| December 31, 2025, respectively. | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
Telomir Pharmaceuticals, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Operating costs: | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Research and development expenses | ||||||||||||||||
| Total operating costs | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other income, net | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Deemed dividend | ( | ) | ( | ) | ||||||||||||
| Net loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted net loss per share attributable to common stockholders | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Basic and diluted weighted average common stock shares outstanding | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
Telomir Pharmaceuticals, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
(unaudited)
| Common Stock | Additional Paid-In | Accumulated | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balances, December 31, 2025 | $ | $ | $ | ( | ) | $ | | |||||||||||||
| Stock-based compensation | — | |||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||
| Balances, March 31, 2026 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||
| Issuance of common stock for cash in ATM, net | ||||||||||||||||||||
| Stock-based compensation – stock option modification | — | |||||||||||||||||||
| Issuance of common stock – TELI acquisition | ||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||
| Balances, June 30, 2026 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Balances, December 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||
| Net loss | — | — | — | (2,179,828 | ) | (2,179,828 | ) | |||||||||||||
| Balances, March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Issuance of common stock for cash in ATM, net | ||||||||||||||||||||
| Issuance of common stock for cash, Related party | ||||||||||||||||||||
| Issuance of common stock for services | ||||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||
| Balances, June 30, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
Telomir Pharmaceuticals, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from Operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operations | ||||||||
| Stock-based compensation expense | ||||||||
| Stock-based compensation expense – stock option modification | ||||||||
| Change in operating assets and liabilities: | ||||||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Trade accounts payable and accrued liabilities | ( | ) | ( | ) | ||||
| Accrued compensation - officer | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from Financing activities: | ||||||||
| Repayment to officer | ( | ) | ||||||
| Proceeds from issuance of insurance loan payable | ||||||||
| Repayments on insurance loan payable | ( | ) | ||||||
| Proceeds from TELI contribution, related party | ||||||||
| Repayment of payable to related party | ( | ) | ||||||
| Net proceeds from sale of common stock in ATM | ||||||||
| Proceeds from sale of common stock | ||||||||
| Net cash provided by financing activities | ||||||||
| Net change in cash | ( | ) | ( | ) | ||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income tax | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 7 |
Telomir Pharmaceuticals, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(unaudited)
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 investigational 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 beneficial ownership and management, entered into an Agreement and Plan of Merger and Reorganization, dated November 20, 2025, and as amended on February 4, 2026 (collectively, the “Merger Agreement”), pursuant to which a wholly owned subsidiary of 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 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.
| 8 |
Telomir Pharmaceuticals, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(unaudited)
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 June 30, 2026, the Company had cash of approximately $
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 in the near term. Since inception, the Company has financed its operations through related party financings, an initial public offering, and ATM offerings. 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 will continue to generate losses and have insufficient cash and cash equivalents on hand to support its operations for at least the 12 months following the date these unaudited condensed 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 our operations in the future. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail its operations. These condensed 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 between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense.
| 9 |
Telomir Pharmaceuticals, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(unaudited)
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 $
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).
| 10 |
Telomir Pharmaceuticals, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(unaudited)
The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Common Stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be liability classified and recorded at their initial fair value on the date of issuance and remeasured at fair value and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Company generally determines fair value of the warrants using a Black-Scholes valuation methodology.
A change in any of the terms or conditions of warrants is accounted for as a modification. The accounting for incremental fair value of warrants is based on the specific facts and circumstances related to the modification which may result in a reduction of additional paid-in capital, recognition of costs for services rendered, or recognized as a deemed dividend.
Fair Value Measurements and Financial Instruments
The Company measures the fair value of financial instruments in accordance with GAAP, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.
GAAP defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. GAAP describes three levels of inputs that may be used to measure fair value:
Level 1 – quoted prices in active markets for identical assets or liabilities.
Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable.
Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions).
The Company considers the carrying amount of prepaid assets and all current liabilities to approximate fair value due to the short-term nature of those elements.
Loss per share 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 six months ended June 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 diluted weighted average number of shares of Common Stock outstanding includes such stock options and warrants. 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.
| 11 |
Telomir Pharmaceuticals, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(unaudited)
On
April 22, 2026, the Company completed the Merger with TELI and issued 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 $
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Stock options | ||||||||
| Common Stock warrants | ||||||||
| Totals | ||||||||
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 and other current assets consisted of the following at the dates indicated:
| June 30, 2026 | December 31, 2025 | |||||||
| Prepaid expense: | ||||||||
| Prepaid insurance | $ | $ | ||||||
| Other prepaid expense | ||||||||
| Total prepaid expenses | $ | $ | ||||||
| 12 |
Telomir Pharmaceuticals, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(unaudited)
Note 4. Fair value measurements
Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2026 and December 31, 2025 and during the three and six months ended June 30, 2026 and 2025. The carrying amount of accounts payable approximated fair value as they are short term in nature. The fair value of stock options and warrants issued 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 June 30, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| Description | Level | June 30, 2026 | December 31, 2025 | |||||||
| Assets: | ||||||||||
| Money Market Account | 1 | $ | $ | |||||||
Note 5. Related Party Asset Acquisition of TELI
On
April 22, 2026, the Company completed its acquisition of TELI, a related party private company certain of whose beneficial owners
are also related parties of the Company, pursuant to the Merger Agreement. TELI was considered a related party because Bayshore Trust, a principal shareholder of the Company, held ownership interests in both the Company and TELI. Bayshore Trust, the 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
As
a condition to closing, Bayshore Trust, a related party and a shareholder of TELI, contributed $
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 a shareholders as consideration in the Merger.
| 13 |
Telomir Pharmaceuticals, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(unaudited)
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
shares of its common stock to the former a shareholders of TELI (see Note 10). The shares issued were valued at $
based on the closing market price of the Company’s Common Stock of $
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 $
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 a Bayshore Trust, which was established by Jonnie R. Williams, Sr, the
Company’s founder. and under which various of his family members are beneficiaries. Bayshore Trust is a related party and
greater-than-
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
| 14 |
Telomir Pharmaceuticals, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(unaudited)
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 $
In
December 2025, Mr. Aminov advanced $
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
During
the year ended December 31, 2024, the Company received working capital advances from MIRALOGX, a related party entities under common
control. These advances are non-interest bearing and due on demand. During the year ended December 31, 2025, a related party,
MIRALOGX, shipped pharmaceutical chemicals to the Company’s service provider for ongoing research activities at an approximate
cost of $
Investment from largest shareholder
On
May 19, 2025, the Company entered into an agreement to raise $
Starwood Trust Line of Credit and Stock Purchase Agreement
On
September 24, 2024 the Company entered into an unsecured Promissory Note and Loan Agreement (“the Starwood Note”) with
the Starwood Trust, a separate related party trust established by the Company’s founder, Jonnie R. Williams, Sr. who is the
founder of Bayshore Trust, a principal shareholder of the Company, and under which various of his family members are
beneficiaries. Under the Starwood Note, the Company has the right to borrow up to an aggregate of $
| 15 |
Telomir Pharmaceuticals, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(unaudited)
The
Company’s right to borrow funds under the Starwood Note is subject to the absence of a material adverse change in its assets,
operations, or prospects The Starwood Note contains default provisions whereby in the event of the Company misses payment, makes
false representations, fails to comply in any material respect with covenants, files for bankruptcy, or experiences a material
adverse change in its assets or operations then the Company is considered in default and the entire unpaid principal and accrued
interest is due immediately. The Starwood Note, together with accrued interest, is to become due and payable on the second
anniversary of the issuance of the note, it provides for prepayment at any time without penalty, and accrues simple interest at a
rate equal to
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
shares of the Common Stock that were contributed to SKNY by its largest shareholder prior to the merger closing. As a
result, MIRA holds approximately
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 $
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 $
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 June 30, 2026 and December 31, 2025, no amounts have been accrued related to such indemnification provisions.
Funding Commitment Agreement with Related Party
On
April 15, 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. Under the agreement, Bayshore
Trust committed to provide up to an aggregate of $
In consideration for each funding commitment, the Company agreed to issue shares of its common stock, or an aggregate of shares if both milestones are achieved and the corresponding funding is provided. The shares will be issued only upon receipt of the applicable funding commitment. If Bayshore Trust fails to provide the applicable funding within three months of the applicable milestone, the right to receive the corresponding shares is forfeited.
As of June 30, 2026, neither of the specified milestones had been achieved and no funding had been received by the Company under the agreement. Accordingly, no shares had been issued, and no amounts had been recognized in the accompanying condensed consolidated financial statements related to this arrangement. The Company will evaluate the accounting impact of the arrangement as the respective milestones are achieved and funding commitments become payable.
Legal Proceedings
From time to time, we 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 Company subsequently successfully removed the case to the complex business court of Miami-Dade County, Florida. The plaintiff
claims damages in excess of $
| 16 |
Telomir Pharmaceuticals, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(unaudited)
Note 10. Stockholders’ equity
Capital stock
The Company has the authority to issue shares of capital stock, consisting of shares of Common Stock and 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
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 $
million based on the closing market price of the Company’s Common Stock of $
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 $
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 $
On
May 19, 2025, the Company entered into an agreement to raise $
Restricted Stock Units
On
May 27, 2025, fully vested shares of Common Stock were granted for services to the Company’s CEO. The restricted shares were valued
at $
| 17 |
Telomir Pharmaceuticals, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(unaudited)
Warrants
In connection with various transactions, the Company issued warrants. Warrant activity for the three and six months ended June 30, 2026 and the year ended December 31, 2025 is summarized below:
| Weighted Average | ||||||||||||||||
| Remaining | Aggregate | |||||||||||||||
| Number of | Contractual | Intrinsic | ||||||||||||||
| Warrants | Exercise Price | Term (Years) | Value | |||||||||||||
| Outstanding as of December 31, 2024 | $ | $ | ||||||||||||||
| Granted | — | — | ||||||||||||||
| Exercised | — | — | ||||||||||||||
| Outstanding as of December 31, 2025 | ||||||||||||||||
| Granted | — | — | ||||||||||||||
| Exercised | — | — | ||||||||||||||
| Outstanding as of March 31, 2026 | $ | $ | ||||||||||||||
| Granted | — | — | ||||||||||||||
| Exercised | — | — | ||||||||||||||
| Outstanding as of June 30, 2026 | $ | (1) | ||||||||||||||
Warrants consist primarily of
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 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 term plus contract term. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve. The Company recognizes forfeitures as they occur.
| 18 |
Telomir Pharmaceuticals, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(unaudited)
| Weighted Average | ||||||||||||||||
| Remaining | ||||||||||||||||
| Number of | Exercise | Contractual Life | Aggregate | |||||||||||||
| Shares | Price | (years) | Intrinsic Value | |||||||||||||
| Outstanding as of December 31, 2025 | $ | $ | ||||||||||||||
| Options granted | $ | — | — | |||||||||||||
| Forfeited/Expired | ( | ) | $ | — | — | |||||||||||
| Outstanding as of March 31, 2026 | $ | $ | ||||||||||||||
| Options granted | $ | — | — | |||||||||||||
| Forfeited/Expired | $ | — | — | |||||||||||||
| Outstanding as of June 30, 2026 | $ | $ | ||||||||||||||
| Options vested and exercisable as of June 30, 2026 | $ | $ | ||||||||||||||
On May 21, 2026, the Company’s board of directors approved a modification of certain outstanding stock options covering an aggregate of shares of common stock by reducing the exercise price of the awards. 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 modification 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 recorded approximately $ of incremental stock-based compensation expense related to the modification during the three and six months ended June 30, 2026.
On May 16, 2026, the Company granted an aggregate of stock options to its directors. The options vested on the date of grant. The options have a contractual term of ten years and were valued at approximately $ on the grant date. The stock options granted on May 16, 2026 were valued using the Black-Scholes option-pricing model with the following assumptions: a stock price of $, a risk-free interest rate of %, expected volatility of %, an expected dividend yield of %, and an expected term of years.
The Company recognized $ and $ in stock-based compensation during the three months ended June 30, 2026 and 2025, respectively. The Company recognized $ and $ in stock-based compensation during the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, there is approximately $ of unrecognized compensation cost related to unvested stock options granted under the 2023 Plan that is expected to be recognized over the remainder of fiscal year ending December 31, 2026.
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.
| 19 |
Telomir Pharmaceuticals, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(unaudited)
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.
For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Operating costs: | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Research and development expenses | ||||||||||||||||
| Total operating costs | ||||||||||||||||
| Other income (expense): | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other income, net | ||||||||||||||||
| Segment net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Note 12. Subsequent Events
On
July 26, 2026, the Company’s board of directors approved a modification of certain outstanding stock options covering an aggregate
of
On July 28, 2026, the Company granted an aggregate of stock options to its consultants. The options vest in two equal installments, with % vesting on the date of grant and the remaining % vesting six months from the grant date. The options have a contractual term of ten years.
| 20 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from our management’s expectations. See “Cautionary Note Regarding Forward-Looking Statements” contained above in this Quarterly Report on Form 10-Q. The Company assumes no obligation to update any of these forward-looking statements, unless required to do so by applicable law.
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. Our lead investigational candidate, Telomir-Zn, is an investigational oral small molecule designed to modulate intracellular metal homeostasis and epigenetic regulation, with the goal of influencing pathways associated with tumor biology.
The Company has received clearance from the U.S. Food and Drug Administration (“FDA”) for its Investigational New Drug (“IND”) application to initiate a clinical trial evaluating Telomir-Zn in patients with advanced or metastatic triple-negative breast cancer (“TNBC”). In addition, we continue to conduct preclinical research in animal and other model systems to further evaluate the potential application of Telomir-Zn across multiple disease areas.
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.
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.
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”).
Under the Funding Commitment, following acceptance by the FDA of an IND application for Telomir-Zn, Bayshore Trust, an affiliate of the Company’s largest shareholder, may fund $2.0 million, payable in cash or marketable securities valued at the time of contribution, in exchange for 1,492,537 shares of Common Stock, calculated based on a reference price of $1.34 per share, representing the Nasdaq Stock Market (“Nasdaq”) closing price on April 15, 2026. Upon commencement of a Phase 1/2 clinical trial for Telomir-Zn, Bayshore Trust may make an additional $2.0 million contribution under similar terms in exchange for an additional 1,492,537 shares (together, the “Milestone Shares”).
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.
As a result of the Merger, the Company obtained exclusive worldwide rights to develop and commercialize Telomir-Zn, consolidating previously separated geographic rights within a single corporate entity.
| 21 |
Components of our Results of Operations
Research and Development Expenses
Research and development expenses represent costs incurred to conduct research and development of our product candidate. We recognize all research and development costs as they are incurred. Research and development expenses consist primarily of contracted research and manufacturing, consulting arrangements, and other expenses incurred to advance the Company’s research and development activities.
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.
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.
General and Administrative Expenses
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.
Results of operations for the three months ended June 30, 2026 and 2025:
For the three months ended June 30, | ||||||||||||
| 2026 | 2025 | Change | ||||||||||
| Revenues | $ | — | $ | — | $ | — | ||||||
| Operating costs: | ||||||||||||
| General and administrative expenses | 1,320,002 | 5,027,071 | (3,707,069 | ) | ||||||||
| Research and development expenses | 444,674 | 42,839 | 401,835 | |||||||||
| Total operating costs | 1,764,676 | 5,069,910 | (3,305,234 | ) | ||||||||
| Interest income | 46,176 | 1,362 | 44,814 | |||||||||
| Interest expense | (3,028 | ) | (1,342 | ) | (1,686 | ) | ||||||
| Total other income, net | 43,148 | 20 | 43,128 | |||||||||
| Net loss | $ | (1,721,528 | ) | $ | (5,069,890 | ) | $ | 3,348,362 | ||||
| 22 |
General and Administrative Expenses
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.
Research and Development Expenses
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.
The following categorized various elements of R&D expense during the three months ended June 30, 2026 and 2025:
| R&D Category | June 30, 2026 | June 30, 2025 | ||||||
| Toxicology | $ | 137 | $ | 15,173 | ||||
| Pre-clinical research | 289,851 | 52,614 | ||||||
| R&D consultants | 140,034 | (61,003 | ) | |||||
| R&D stock-based compensation | 14,652 | 36,055 | ||||||
| Total research and development expenses | $ | 444,674 | $ | 42,839 | ||||
Interest income (expense)
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.
Results of operations for the six months ended June 30, 2026 and 2025:
For the six months ended June 30, | ||||||||||||
| 2026 | 2025 | Change | ||||||||||
| Revenues | $ | — | $ | — | $ | — | ||||||
| Operating costs: | ||||||||||||
| General and administrative expenses | 1,893,541 | 6,877,857 | (4,984,316 | ) | ||||||||
| Research and development expenses | 912,471 | 379,835 | 532,636 | |||||||||
| Total operating costs | 2,806,012 | 7,257,692 | (4,451,680 | ) | ||||||||
| Interest income | 97,820 | 9,362 | 88,458 | |||||||||
| Interest expense | (4,283 | ) | (1,388 | ) | (2,895 | ) | ||||||
| Total other income, net | 93,537 | 7,974 | 85,563 | |||||||||
| Net loss | $ | (2,712,475 | ) | $ | (7,249,718 | ) | $ | 4,537,243 | ||||
General and Administrative Expenses
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.
| 23 |
Research and Development Expenses
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.
The following table categorizes various elements of R&D expense during the six months ended June 30, 2026 and 2025:
| R&D Category | June 30, 2026 | June 30, 2025 | ||||||
| Toxicology | $ | 21,361 | $ | 15,173 | ||||
| Pre-clinical research | 560,583 | 257,785 | ||||||
| R&D consultants | 301,478 | 35,163 | ||||||
| R&D stock-based compensation | 29,049 | 71,714 | ||||||
| Total research and development expenses | $ | 912,471 | $ | 379,835 | ||||
Interest income (expense)
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.
Liquidity and Capital Resources
Sources of Liquidity
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.
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.
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.
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.
| 24 |
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.
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.
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.
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.
We did not have any material non-cancellable contractual obligations as of June 30, 2026.
Cash Flows
The following table provides information regarding our cash flows for the periods presented:
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash provided by (used in): | ||||||||
| Operating activities | $ | (2,785,842 | ) | $ | (1,559,577 | ) | ||
| Financing activities | 669,458 | 1,047,769 | ||||||
| Net change in cash | $ | (2,116,384 | ) | $ | (511,808 | ) | ||
Net Cash Used in Operating Activities
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.
For the six months ended June 30, 2025, operating activities used $1.6 million of cash, primarily due to a net loss of $7.2 million, partially offset by a $0.4 million change in accounts payable, accrued and prepaid expenses and $6.0 million of stock compensation expense. Accounts payable was composed of research and development payables, and accounting and legal expenses.
Net Cash Provided by Financing Activities
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.
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.
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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.
Our funding requirements and timing and amount of our operating expenditure will depend on many factors, including, but not limited to:
● the rate of progress in the development of our Telomir-1 program and other development programs;
● the scope, progress, results and costs of pre-clinical studies and clinical trials for any other current and future programs;
● the number and characteristics of programs and technologies that we develop or may in-license;
● the costs and timing of future commercialization activities, including manufacturing, marketing, sales and distribution, for any of our programs for which we receive marketing approval;
● the costs necessary to obtain regulatory approvals, if any, for any approved products in the United States and other jurisdictions, and the costs of post-marketing studies that could be required by regulatory authorities in jurisdictions where approval is obtained;
● the costs and timing of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending any intellectual property-related claims;
● the continuation of our existing licensing arrangements and entry into new collaborations and licensing arrangements;
● the costs we incur in maintaining business operations;
● the costs of hiring additional clinical, quality control, manufacturing and other scientific personnel;
● the costs adding operational, financial and management information systems and personnel;
● the costs associated with being a public company;
● the revenue, if any, received from commercial sales of our programs for which we receive marketing approval;
● the effect of competing technological and market developments; and
● the extent to which we acquire or invest in businesses, products and technologies, including entering into licensing or collaboration arrangements for programs.
Identifying potential programs, product candidates and clinical trials is a time consuming, expensive and uncertain process that takes years to complete, and we may never generate the necessary data or results required to obtain marketing approval and achieve product sales. In addition, our programs, if approved, may not achieve commercial success. Our commercial revenues, if any, will be derived from sales of products that we do not expect to be commercially available for many years, if ever. Accordingly, we will need to obtain substantial additional funds to achieve our business objectives.
Legal Proceedings and Contingencies
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.
For additional information regarding the Company’s legal proceedings and related contingencies, see Note 9, “Commitments and Contingencies,” to the Company’s unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q and Part II, Item 1, “Legal Proceedings,” of this Quarterly Report on Form 10-Q.
Recently Issued and Adopted Accounting Pronouncements
A description of recently issued and adopted accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 to our accompanying condensed consolidated financial statements.
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Off-Balance Sheet Arrangements
During the periods presented, we did not have, nor do we currently have, any off-balance sheet arrangements as defined under the United States Generally Accepted Accounting Principles (“GAAP”) and SEC rules.
Summary of Critical Accounting Policies and Estimates
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. Patent-related costs, including registration costs, documentation costs and other legal fees associated with the application, are expensed in the period in which they are incurred.
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 forfeiture of stock-based awards as they occur.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, and therefore is not required to provide the information under this item per Item 305(e) of Regulation S-K.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report, our management, with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer) (the “Certifying Officers”), conducted evaluations of our disclosure controls and procedures. As defined under Sections 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the term “disclosure controls and procedures” means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including the Certifying Officers, to allow timely decisions regarding required disclosures.
Readers are cautioned that our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our control have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any control design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
Based on this evaluation, the Certifying Officers have concluded that our disclosure controls and procedures were effective as of June 30, 2026.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, during the second quarter of 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Part II. Other Information
Item 1. Legal Proceedings
From time to time, we may become involved in legal proceedings, claims, investigations and other matters arising in the ordinary course of our business. Except as described below, we are not currently a party to any material pending legal proceeding.
On June 5, 2026, a complaint was filed by the Estate of Christopher Columbus Chapman, Jr., a 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.
Item 1A. Risk Factors.
For a discussion of risk factors, please read Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”). Such risk factors continue to be relevant to an understanding of our business, financial condition and operating results. As of the date of this Quarterly Report on Form 10-Q, there have been no material changes from the risk factors reported in our 2025 Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits.
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| + | Indicates a management contract or compensatory plan or arrangement. |
| * | Filed herewith. |
| ** | Furnished, not filed. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| TELOMIR PHARMACEUTICALS, INC. | ||
| Date: August 13, 2026 | By: | /s/ Erez Aminov |
| Erez Aminov | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: August 13, 2026 | By: | /s/ Andriy Mushak |
| Andriy Mushak | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) | ||
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