What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2025-02-04 compared with 2024-03-29 · 90 added, 84 removed, 185 unchanged (48% of the section changed)

12 unchanged sentences

be expected for any period in the future.

are a pre-clinical-stage pharmaceutical company focused on the development and commercialization of TELOMIR-1, a novel small molecule

being developed to function as an oral in situ therapeutic treatment for human stem cells.

Our initial focus will be on treatments to

inhibit the production of pro-inflammatory cytokines, such as IL-17, by oral administration of TELOMIR-1 as a therapeutic treatment for

stem cells in situ.

Our goal is to advance the clinical development of TELOMIR-1 in the United States for the treatment of age-related

inflammatory conditions such as osteoarthritis and hemochromatosis, as well as in post-chemotherapy recovery, with our initial targeted

indications being osteoarthritis, hemochromatosis, and post-chemotherapy recovery.

are a pre-clinical-stage pharmaceutical company seeking to lead development in age-reversal science.

The Company is focused on the development

of Telomir-1, a novel small molecule metal ion regulator, designed to lengthen the DNA’s protective telomere caps, which are

crucial in the aging process.

The Company’s goal is to explore the potential of Telomir-1 starting with ongoing research in animals

and then in humans.

had net losses of $16.5 million and $13.1 million for the years ended December 31, 2024 and 2023, respectively.

15 unchanged sentences

expenses incurred to advance the Company’s research and development activities.

operating expenses have historically been the costs associated with our initial investment in pre-clinical research and development activities.

We expect research and development expenses will increase in the future as we advance TELOMIR-1 into and through clinical trials and

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

12 unchanged sentences

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 expense.

not otherwise included in research and development expenses.

Legal costs include general corporate legal fees and license costs.

2 unchanged sentences

of Operations for years ended December 31, 2024 and 2023

Year Ended December 31,

Ended December 31,

Operating costs:

General and administrative expenses

administrative expenses

Related party travel costs

Research and development expenses

Total operating costs

and development expenses

operating costs

Interest expense

Loss on extinguishment of debt

Net loss attributable to common stockholders

on extinguishment of debt

loss attributable to common stockholders

$ (16,532,716 )

$ (13,071,864 )

and Administrative Expenses.

1 unchanged sentence

ended December 31, 2024 and 2023, respectively.

General and administrative expenses consisted of consulting fees, office and rent expenses.

General and administrative expenses consisted of stock compensation expense of $6.7 million for new options granted in 2024,

payroll expense of $1.2 million which increased compared to 2023 due to more employees after

the IPO, accounting and legal expenses of $0.6 million relating to the IPO in 2024, and office and rent expenses of $1.1 million.

Party Travel Costs.

We incurred $1.77 million in related party travel costs during the year ended December 31, 2023.

no such expense incurred during the same period ended December 31, 2022.

Related party travel costs consisted of a shared lease and use

of an airplane with an entity under common control.

The increase in related party travel costs is due to CRO and vendor site visits,

plus IPO related efforts.

The Company will not participate in the use of the airplane after March of 2024 and, pursuant to the terms

of the agreement, constitutes no further obligation under the agreement.

We incurred $0.4 million and $1.8 million in related party travel costs during the years ended December 31,

2024 and December 31, 2023 respectively.

Related party travel costs consisted of a shared lease and use of an airplane with an entity

under common control.

The related party travel costs are due to CRO and vendor site visits, plus IPO related efforts for the year ended

December 31, 2023.

We ceased using the airplane after March 2024 and our obligations related to this lease terminated shortly thereafter.

and Development Expenses.

4 unchanged sentences

components of research and development expenses during 2024 is as follows:

$ 0.6 million

Pre-clinical research

$ 0.5 million

R&D consultants

$ 0.4 million

We incurred $1.6 million in interest expense during the year ended December 31, 2023.

There was no such expense during

the same period ended December 31, 2022.

We incurred $4.4 million in interest expense during the year ended December 31, 2024 in contrast to incurring none

for the year ended December 31, 2023.

Interest expense during 2024 was composed of debt issuance costs related to a line of credit

financing that expired upon the completion of the IPO.

on extinguishment of debt.

6 unchanged sentences

debt conversion of $7,486,767 for the year ended December 31, 2023.

No conversions occurred in 2024.

and Capital Resources

the Company’s inception in August 2021, we have financed our operations primarily through an unsecured line of credit with a major

shareholder and an affiliated company and through a $1.0 million private placement of shares of our common stock that occurred during

the first quarter 2023 at $3.73 per share (after giving effect to our 1-for-2.05 reverse stock split that occurred on December 11, 2023).

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

equity financing, including the proceeds from our initial public offering that occurred in February of 2024.

our inception in August 2021, we have financed our operations primarily through proceeds from our initial public offering that occurred

in February of 2024, an unsecured line of credit with the Bay Shore Trust, our majority shareholder, through a $1.0 million private placement

of shares of our Common Stock that occurred during the first quarter 2023 at $3.73 per share (after giving effect to our 1-for-2.05 reverse

stock split that occurred on December 11, 2023), and through a $1.0 million stock purchase agreement of our Common Stock with Starwood

Trust that occurred in the fourth quarter of 2024.

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.

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

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 of 7% per annum,

simple interest.

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 the Company.

June 15, 2023, we entered into a Promissory Note and Loan Agreement with the Bay Shore Trust, a trust established by our founder, Jonnie

2 unchanged sentences

“Bay Shore Note”), we have the right to borrow up to an aggregate of $5 million from the Bay Shore Trust at any time up to

the second anniversary of the issuance of the Bay Shore Note or, if earlier, upon the completion of our initial public offering (“IPO”).

Our right to borrow funds under the Bay Shore Note is subject to the absence of a material adverse change in its assets, operations,

or prospects.

The Bay Share Note, together with accrued interest, will become due and payable on the second anniversary of the issuance

of the note, provided that it may be prepaid at any time without penalty.

The Bay Shore Note will accrue interest at a rate equal to

7% per annum, simple interest, during the first year that the note is outstanding and 10% per annum, simple interest, thereafter.

Bay Shore Note is unsecured.

As of November 30, 2023, the total amount outstanding under the Bay Shore Note was $1.4 million.

amount outstanding was converted into 674,637 shares of our 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.

of February 9, 2024, the agreement has been terminated.

the second anniversary of the issuance of the Bay Shore Note or, if earlier, upon the completion of our IPO.

Our right to borrow funds

under the Bay Shore Note is subject to the absence of a material adverse change in its assets, operations, or prospects.

The Bay Share

Note, together with accrued interest, will become due and payable on the second anniversary of the issuance of the note, provided that

it may be prepaid at any time without penalty.

The Bay Shore Note will accrue interest at a rate equal to 7% per annum, simple interest,

during the first year that the note is outstanding and 10% per annum, simple interest, thereafter.

The Bay Shore Note is unsecured.

of November 30, 2023, the total amount outstanding under the Bay Shore Note was $1.4 million.

The total amount outstanding was converted

into 674,637 shares of our 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.

As of February 9, 2024, the agreement has

been terminated.

January 1, 2023, MIRALOGX, an intellectual property development and holding company owned by Bay Shore Trust, and The Starwood Trust,

4 unchanged sentences

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.

have incurred significant losses and negative cash flows from operations since inception and expect to incur additional losses until

4 unchanged sentences

31, 2024 we had cash and cash equivalents of approximately $1.3 million.

currently expect that our cash and cash equivalents, when taking into account the net proceeds of $6.3 million from our initial public

offering which closed on February 13, 2024, will be sufficient to fund our operations, development plans, and capital expenditures midway

through the fourth quarter of 2024.

As such, there is substantial doubt about the Company’s ability to continue as a going concern.

currently expect that our cash and cash equivalents will be sufficient to fund our operations, development plans, and capital expenditures

midway through the second quarter of 2025.

As such, there is substantial doubt about the Company’s ability to continue as a going

did not have any material non-cancellable contractual obligations as of December 31, 2024.

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

December 31, 2023

December 31, 2022

Year Ended December 31,

Net cash provided by (used in):

1 unchanged sentence

$ (5,070,428 )

Financing activities

$ (3,859,796 )

Net change in cash

Cash Used in Operating Activities

cash used in operating activities resulted primarily from our net losses and changes in components of accounts payable and accrued liabilities.

the year ended December 31, 2024, operating activities used $5.1 million of cash, primarily due to a net loss of $16.5 million, offset

by a $0.11 million change in accounts payable, accrued and prepaid expenses, $4.4 million in amortization of debt issuance costs and

$6.9 million of stock compensation expense.

Accounts payable was composed of research and development payables, and accounting and legal

the year ended December 31, 2023, operating activities used $3.9 million of cash, primarily due to a net loss of $13.1 million, a $0.10

million change in accounts payable, accrued and prepaid expenses, offset by $1.6 million in amortization of debt issuance costs and $7.5

million of a loss on the conversion of debt to common stock.

Accounts payable was composed of research and development payables, rent

and legal expenses.

year ended December 31, 2022, operating activities used $0.47 million of cash, primarily due to a net loss of $0.85 million, offset by

a $0.38 million change in accounts payable.

Accounts payable was composed of research and development payables and rent expenses.

million net increase in accounts payable, accrued expenses and prepaid expenses, offset by $1.6 million in amortization of debt issuance

costs and $7.5 million of a loss on the conversion of debt to common stock.

Accounts payable was composed of research and development

payables, rent and legal expenses.

Cash Provided by Financing Activities

For the year ended December 31,

2023, financing activities provided $3.9 million of cash, resulting from $1.7 million in net borrowings from a related party, $1.5 million

in net borrowings under a related party line of credit, $1.0 million from the sale of common stock and offset by a $0.3 million in deferred

offering cost and $0.05 million in repayments to related party.

year ended December 31, 2022, financing activities provided $0.47 million of cash, resulting from $0.46 million in amounts due to a related

party, $0.06 million in collection of stock subscription receivable, offset by a $0.05 million in deferred offering costs.

the year ended December 31, 2024, financing activities provided $6.3 million of cash, resulting primarily from $6.8 million from the

sale of common stock and offset by $0.5 million in repayments to a related party.

the year ended December 31, 2023, financing activities provided $3.9 million of cash, resulting from $1.7 million in net borrowings from

a related party, $1.5 million in net borrowings under a related party line of credit, $1.0 million from the sale of common stock and

offset by a $0.3 million in deferred offering cost and $0.05 million in repayments to a related party.

date, we have not generated any revenue from product sales.

7 unchanged sentences

that such sales, marketing and distribution are not the responsibility of potential collaborators.

Further, due to the completion of

our initial public offering in February 2024, we expect to incur additional costs associated with operating as a public company.

timing and amount of our operating expenditure will depend largely on the factors set out above.

funding requirements and timing and amount of our operating expenditures will depend on many factors, including, but not limited to:

The timing and amount of our operating

expenditure will depend largely on the factors set out above.

funding requirements and timing and amount of our operating expenditure will depend on many factors, including, but not limited to:

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

30 unchanged sentences

Accounting Principles (GAAP) and SEC rules.

of Critical Accounting Policies

of Critical Accounting Policies and Estimates

and development expenses

4 unchanged sentences

which they are incurred.

preparation of financial statements in accordance with generally accepted accounting principles in the United States of America 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 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.

Company accounts for stock-based compensation under the provisions of FASB ASC 718, “ Compensation - Stock Compensation ”,

37 unchanged sentences

reporting companies are not required to provide the information required by this item.

Financial Statements and Supplementary Data.

Consolidated Financial Statements and Notes thereto and the report of Cherry Bekaert, our independent registered public accounting firm

42), are set forth on pages F-1 through F-11 of this Report.

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis