Telomir Pharmaceuticals, Inc.: Form 10-Q for the period ended Mar 31, 2026

The following discussion should be read in conjunction with the condensed financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from our management’s expectations. See “Cautionary Note Regarding Forward-Looking Statements” contained above in this Quarterly Report on Form 10-Q. The Company assumes no obligation to update any of these forward-looking statements, unless required to do so by applicable law.

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 and age-related diseases. Our lead investigational candidate, Telomir-1 (Telomir-Zn), is an investigational oral small molecule designed to modulate intracellular metal homeostasis and epigenetic regulation, with the goal of influencing pathways associated with tumor biology, oxidative stress, and cellular aging.

The Company has received clearance from the U.S. Food and Drug Administration (“FDA”) for its Investigational New Drug (“IND”) application to initiate a clinical trial evaluating Telomir-Zn in patients with advanced or metastatic triple-negative breast cancer (“TNBC”). In addition, we continue to conduct preclinical research in animal and other model systems to further evaluate the potential application of Telomir-1(Telomir-Zn) across multiple disease areas.

We had net losses of $0.9 million and $2.2 million for the three months ended March 31, 2026 and 2025, respectively.

On April 22, 2026, the Company consummated its previously announced merger with TELI Pharmaceuticals, Inc. (“TELI”), a related party private company (the “Merger”), following approval by the Company’s stockholders at a meeting held on March 23, 2026. Pursuant to the Merger, the Company acquired all of the outstanding equity interests of TELI and issued an aggregate of 34,389,710 restricted shares of Common Stock to the former TELI stockholders. The share consideration was determined using an exchange ratio based on independent third-party valuations of both entities.

In connection with the closing of the Merger, Bayshore Trust, a TELI stockholder, provided a $1.0 million cash contribution to the Company. Bayshore Trust also entered into a binding commitment arrangement providing for up to $4.0 million of additional equity investment, subject to the achievement of specified regulatory and clinical development milestones related to Telomir-1 (Telomir-Zn) (the “Funding Commitment”).

Under the Funding Commitment, following acceptance by the U.S. Food and Drug Administration (“FDA”) of an Investigational New Drug (“IND”) application for Telomir-1, Bayshore Trust, an affiliate of the Company’s largest stockholder, may fund $2.0 million, payable in cash or marketable securities valued at the time of contribution, in exchange for 1,492,537 shares of the Company’s common stock, no par value (the “Common Stock”), calculated based on a reference price of $1.34 per share, representing the Nasdaq Stock Market (“Nasdaq”) closing price on April 15, 2026. Upon commencement of a Phase 1/2 clinical trial for Telomir-1, Bayshore Trust may make an additional $2.0 million contribution under similar terms in exchange for an additional 1,492,537 shares (together, the “Milestone Shares”).

Issuance of the Milestone Shares is contingent upon receipt of the applicable funding amounts. If the required funding related to a milestone is not received within three months of the applicable milestone event, the related right to receive Milestone Shares will lapse. Any Milestone Shares issued pursuant to the Funding Commitment are separate from, and in addition to, the shares issued to TELI stockholders as part of the Merger consideration.

As a result of the Merger, the Company obtained exclusive worldwide rights to develop and commercialize Telomir-1 (Telomir-Zn), consolidating previously separated geographic rights within a single corporate entity.

At the Effective Time, Telomir’s stockholders will continue to own and hold their existing shares of Common Stock. Following the Merger, Common Stock will continue to be listed on the Nasdaq under the symbol “TELO”.

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 the following:

• 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 March 31, 2026 and 2025:

General and Administrative Expenses

We incurred general and administrative expenses of $0.6 million and $1.9 million during the three months ended March 31, 2026 and 2025, respectively. General and administrative expenses in the three months ended March 31, 2026 consisted primarily of stock-based compensation expense of approximately $40,000, payroll and benefits expense of approximately $134,000, professional fees of approximately $134,000, and other expense of $265,000. General and administrative expenses in the three months ended March 31, 2025 consisted primarily of stock compensation expense of approximately $1.3 million for new options granted in 2025, payroll expense of approximately $167,000, professional fees of approximately $167,000 and other expense of $168,000.

Research and Development Expenses

We incurred research and development expenses of $0.5 million and $0.3 million during the three months ended March 31, 2026 and 2025. The following categorized various elements of R&D expense during the three months ended March 31, 2026 and 2025:

Interest income (expense)

We recorded interest income of less than $0.1 million in the three months ended March 31, 2026, compared with less than $0.1 million in the three months ended March 31, 2025. We incurred less than $0.1 million in interest expense during the three months ended March 31, 2026 and 2025, respectively.

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 of our Common Stock with Starwood Trust that occurred in the fourth quarter of 2024, a $3 million stock purchase agreement in 2025 with the Bayshore Trust, and our at-the-market financings (“ATM Financing”). We raised $6.5 million from the ATM financing in the year ended December 31, 2025.

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 the Bayshore Trust, an entity affiliated with our largest stockholder. We issued 333,334 restricted shares of Common Stock at a purchase price of $3.00 per share, representing an 18% premium to the closing share price of the Common Stock of $2.54 on the date of execution (the “Bayshore Financing”). We received the initial payment of $1 million for the Bayshore Financing on May 20, 2025. In July 2025, an additional $2 million was received, for the issuance of 666,666 shares of Common Stock.

On September 24, 2024 we entered into an unsecured Promissory Note and Loan Agreement with the Starwood Trust, a separate trust which was established by our founder for the benefit of his family. Under this Promissory Note and Loan Agreement (the “Starwood Note”), we have the right to borrow up to an aggregate of $5 million from the Starwood Trust at any time up until the second anniversary of the Starwood Note. Our right to borrow funds under the Starwood Note is subject to the absence of a material adverse change in its assets, operations, or prospects. The Starwood Note, together with accrued interest, is to become due and payable on the second anniversary of the issuance of the note and provides for prepayment at any time without penalty. The Starwood Note accrues interest at a rate equal to 7% per annum, simple interest.

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

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 $1.8 million for the three months ended March 31, 2026 and an accumulated deficit of approximately $42.0 million as of March 31, 2026. As of March 31, 2026 we had cash and cash equivalents of approximately $5.6 million.

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 March 31, 2026.

Cash Flows

The following table provides information regarding our cash flows for the periods presented:

Net Cash Used in Operating Activities

For the three months ended March 31, 2026, operating activities used $1.8 million of cash, primarily due to a net loss of $1.0 million and a decrease in operating assets and liabilities of $0.8 million, partially offset by approximately $40 thousand of stock compensation expense.

For the three months ended March 31, 2025, operating activities used $0.9 million of cash, primarily due to a net loss of $2.2 million, offset by a $0.56 million change in accounts payable, accrued and prepaid expenses and $1.4 million of stock compensation expense. Accounts payable was composed of research and development payables, and accounting and legal expenses.

Net Cash Provided by Financing Activities

For the three months ended March 31, 2026, financing activities provided $47,000 of cash, resulting from $0.2 million from proceeds from the issuance of an insurance loan, partially offset by $0.2 million repayments to executive officers and $22,000 in repayments towards insurance loans.

No financing activities took place during the three months ended March 31, 2025.

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.

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 1 to our financial statements.

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.

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.

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 March 31, 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 our first quarter of 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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. 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.