What changed in this filing

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Item 9A. Controls and Procedures

2025-02-04 compared with 2024-03-29 · 1007 added, 698 removed, 740 unchanged (70% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated

the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 and 15d-15 of the Exchange

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures

were not effective as of the end of fiscal year 2023.

Management's Annual Report on Internal Control over Financial Reporting

Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation

report of the Company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange

Commission for newly public companies.

management, our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer)

(the “Certifying Officers”), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules

13a-15(e) or 15d-15(e) under the Exchange Act) as of December 31, 2024.

The term “disclosure controls and procedures,”

as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that

are designed to ensure that information required to be disclosed by the company 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 SEC’s rules and forms.

controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed

by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s

management, including its principal executive and principal accounting officers, or persons performing similar functions, as appropriate

to allow timely decisions regarding required disclosure.

Our management recognizes that any controls and procedures, no matter how well

designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its

judgment in evaluating the cost-benefit relationship of possible controls and procedures.

The Certifying Officers have concluded, based

on their evaluation as of the end of the period covered by this Report, that our disclosure controls and procedures were effective

to provide reasonable assurance that the objectives of our disclosure control system were met.

Annual Report on Internal Control over Financial Reporting

Management of the

Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Section 13a-15(f)

of the Securities Exchange Act of 1934, as amended).

Internal control over financial reporting is a process designed by, or under

the supervision of, the Company’s principal financial officer to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of the Company’s financial statements for external reporting purposes in conformity with U.S.

accepted accounting principles and include those policies and procedures that (i) pertain to the maintenance of records that in reasonable

detail accurately and fairly reflect the transactions and disposition of the assets of the company;

(ii) provide reasonable assurance

that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting

principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and

directors of the Company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use or disposition of the Company’s assets that could have a material effect on the financial statements.

During 2024, we designed

and implemented new and enhanced controls to strengthen our internal controls over financial reporting, including hiring additional experienced

accounting personnel, among other enhancements.

Management believes these enhancements were sufficient to remediate previously identified

material weaknesses.

As of December 31, 2024, management

conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established

in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission.

on the criteria established by COSO management concluded that the Company’s internal control over financial reporting was effective

as of December 31, 2024.

This Report does not include

an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting

as smaller reporting companies are not required to include such report and emerging growth companies (“EGC’s”) are exempt

from this requirement entirely until they are no longer an EGC.

Management’s report is not subject to attestation by the Company’s

independent registered public accounting firm.

in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2023 that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no additional changes in our internal control over financial reporting (as defined in Rule

13(a)-15(f) of the Exchange Act) that occurred during the period covered by this annual report that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

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directors and executive officers and their ages as of the date of this Report are as follows:

Chapman, Jr., MD

Executive Officer and Chairman

Financial Officer, Treasurer, and Secretary

Nicholoudis, Esq.

Counsel and Director

Michael Roizen

Advisor on Age Reversal

Pratt Whalen, CPA

Paul Del Giudice, M.D.

following is a brief biography of each of our current executive officers and directors:

Officers and Directors

Chapman, Jr., MD was appointed to serve as our Chief Executive Officer and Chairman effective November 2022.

also serves as the President, Chief Medical Officer, and a director of MyMD Pharmaceuticals, Inc.

MYMD), a publicly traded

clinical-stage pharmaceutical development company (“MyMD”).

Chapman previously served as President and Chief Medical

Officer of MyMD Pharmaceuticals (Florida), Inc.

(“MyMD Florida”) effective as of November 1, 2020.

MyMD Florida is the

predecessor by merger of MYMD.

Prior to joining MyMD Florida and since 1999, Dr.

Chapman has also served as the Chief Executive

Officer of Chapman Pharmaceutical Consulting, Inc., a consulting organization that provides support to pharmaceutical and

biotechnology companies in North America, Europe, Japan, India and Africa on issues such as product safety, pharmacovigilance,

medical devices, clinical trials and regulatory issues.

Chapman served as Director, Medical Affairs, Drug Safety and Medical

Writing Departments at Quintiles (currently known as IQVIA), from 1995 to 2003.

Chapman has also served on the board of

directors of Rock Creek Pharmaceuticals, Inc.

(formerly, Star Scientific, Inc.) from 2007 to 2016, including as a member of the

Audit Committee from 2007 to 2014, chairperson of the Compensation Committee from 2007 to 2014, and chairperson of the Executive

Search Committee from 2007 to 2014.

Chapman is an experienced executive and global medical expert and has extensive experience

in providing monitoring and oversight for ongoing clinical trials including both adult and pediatric subjects.

Chapman is also

the founder of the Chapman Pharmaceutical Health Foundation, an IRS Section 501(c)(3) nonprofit organization established to solicit

public funds and to support healthcare needs such as AIDS, diabetes, hypertension, lupus, sickle cell anemia, malaria and

tuberculosis, which was organized in 2006.

Chapman earned an Executive Certificate in Nonprofit Financial Stewardship from the

Harvard Kennedy School in 2020.

Chapman received his M.D.

degree from Georgetown University in Washington, D.C.

completed his internship in Internal Medicine, a residency in Anesthesiology and a fellowship in Cardiovascular and Obstetric

Anesthesiology at Georgetown.

He also served as the Executive Chairman of MIRA Pharmaceuticals, Inc.

MIRA), a publicly

traded pre-clinical pharmaceutical development company.

We believe Dr.

Chapman is qualified to serve as one of our directors due to

his executive experience in the pharmaceutical and biotechnology industries, as well as his medical expertise.

recent publications include two poster presentations:

1)British Society of Immunology, Liverpool, UK, December 5-8, 2022 Pharmacology

and clinical profile of MYMD-1 ® (isomyosamine), an oral, selective, next-generation, TNF-alpha inhibitor that crosses

the blood brain barrier and 2) Society of Toxicology, Nashville, TN, March 19-22, 2023, A Naturally Occurring Novel

Therapeutic and Oral Selective Inhibitor of TNF-α, MYMD-1 ® (Isomyosamine), Significantly

Reduced the Inflammation and Disease Severity in Murine Model of Collagen Antibody Induced Arthritis.

Additionally, Dr.

published a manuscript in Drug Research, “A Double-blind, Placebo-controlled, Randomized, Single Ascending, and Multiple Dose

Phase 1 Study to Evaluate the Safety, Tolerability, and Pharmacokinetics of Oral Dose Isomyosamine Capsules in Healthy Adult

Subjects” (Brager, J., Chapman, C., Dunn, L., & Kaplin, A.

A Double-blind, Placebo-controlled, Randomized, Single

Ascending, and Multiple Dose Phase 1 Study to Evaluate the Safety, Tolerability, and Pharmacokinetics of Oral Dose Isomyosamine

Capsules in Healthy Adult Subjects.

Drug research , 73 (2), 95–104.

https://doi.org/10.1055/a-1962-6834 ).

Baker, Ph.D., of Frontage Laboratories, presented the poster, titled “Telomir-1 Induces Telomere

Extensions in Primary Human Cell Strains,” at the Centre for Health and Longevity (CHL) Conference 2024, which took place in Singapore.

Chris Chapman, MD, Jenna Brager, Ph.D., Nicholas Nobiletti,

Stephen Gacheru, Ph.D.

Fuentes, CPA, joined our company as our Chief Financial Officer, Treasurer, and Secretary on September 21, 2023.

Prior to serving

as our Chief Financial Officer, Treasurer, and Secretary, Mr.

Fuentes has worked for mid-market private equity sponsored companies within

the specialty healthcare industry, including with Emergence Health Holdings as the Chief Financial Officer from May 2023 to September

as the Chief Financial Officer of Divergent Dental Group from July 2022 to May 2023;

the Chief Financial Officer of Family First

Homecare from 2019 to July 2022;

and as the Chief Financial Officer and Partner of Dermatology Medical Partners from 2017 to 2019.

also served as the Controller of Glytec from 2013 to 2017, as an Experienced Associate at PricewaterhouseCoopers from 2012 to 2013 and

held various managerial positions with homebuilding companies prior to his experience with PricewaterhouseCoopers.

Fuentes has experience

leading acquisition and organic growth initiatives within highly levered environments while managing investor relations, human resources,

finance, accounting, and revenue cycle functions.

Fuentes earned his Bachelor of Science in marketing from the University of Florida

and his Masters of Science in accounting from Fairfield University.

Fuentes is a Certified Public Accountant.

Nicholoudis joined our company as a director and as our General Counsel on August 11, 2023.

He was initially appointed under

an agreement between our company and our largest stockholder, the Bay Shore Trust, to serve as the designated representative of the

Bay Shore Trust on our board of directors.

He has also served as a member of the Board of Directors of MIRA Pharmaceuticals, Inc.,

MIRA) a publicly traded company.

Nicholoudis is an attorney who has practiced with his own firm, The Law Firm of

Christos Nicholoudis PLLC, since February 2022, where he handles a wide range of legal matters including contract work, personal

injury, real estate, wills trusts and estates and criminal law.

Prior to that, from July of 2019 to February of 2022, Mr.

Nicholoudis was employed by the State of Florida as a Public Defender for the 12 th Judicial Circuit and from July 2012 to

February of 2020, Mr.

Nicholoudis owned and operated a restaurant franchise under Cortez Roadhouse, LLC.

Nicholoudis is a 2012

graduate of Cornell University’s School of Hotel Administration where he received a B.S.

in hospitality and a 2017 graduate of

Stetson College of Law where he received his J.D.

He is admitted to the bar in New York, Florida, Texas, and Washington D.C.

Aminov has served as our Chief Executive Officer and Chairman since August 2024.

Aminov is an experienced biotechnology consultant

and is also the Chief Executive Officer of MIRA Pharmaceuticals Inc.

Aminov’s experience in the biotech

consulting sector began in 2021 when he founded Locate Venture Corp.

in September 2021.

Locate Venture is a strategy and investment

consulting firm focused on advancing and supporting early-stage biotech startups.

Prior to founding Locate Venture Corp., from February

2015 to September 2020, Mr.

Aminov served as the President of Finds4less Inc., a global distributor of electronics and gaming products.

In this role, Mr.

Aminov provided strategic oversight and direction for all aspects of the company’s operations, while also spearheading

new business development initiatives to capitalize on emerging market opportunities.

Aminov’s more than two decades of experience

includes experience with the biotech industry’s particular challenges, including creating strategic alliances and guiding startups

toward growth and prosperity.

Aminov earned a B.A.

in Accounting from Touro University in New York.

We believe that Mr.

Nicholoudis is qualified to serve as one of our directors based on his legal experience and training and his

diverse business management experience.

Jerman, CPA joined our company as a director in November 2023.

He also serves as a member of the board of directors of Inhibitor

Therapeutics, Inc.

Jerman has served as the managing partner at Hollywell Partners, a professional accounting and finance

consulting firm, since May 2019, and has provided chief financial officer and other services to multiple private equity-backed companies

in the energy, SaaS, and manufacturing industries.

Prior to his role with Hollywell Partners, he was a Director with PwC in the US and

UK from January 2007 to August of 2019 and was a Captain with the United States Air Force from July 2003 to June 2015.

He has led global

public and private client engagements in the industries of retail and consumer, energy, utilities and mining, and transportation and

Jerman has significant experience in client equity and debt offerings, business combinations inclusive of public listing

and reporting requirements, initial valuations and ongoing goodwill impairment analyses, share-based awards, restructuring, and global

taxes, as well as stakeholder management, specifically with board and management presentation experience to include annual and quarterly

requirements, fee negotiations, technical accounting and finance discussions, and fraud and non-compliance investigations.

has specialized in rapid project mobilization and deployment of skilled resources for emergency issues, design, and implementation of

small to large scale assurance requirements and advisory projects.

Jerman’s additional experience includes leading PwC’s

data acquisition methods and tools, client acquisitions and systems implementations to include new SOX-compliant control plan implementations

across multiple systems, leading co-sourced internal audit projects, and time spent driving PwC’s lean efficiency initiatives.

Jerman was a member of the PwC national office within the SEC PCAOB quality group supporting Europe and the EMEA regions with complex

accounting and audit consultations.

He earned a B.S.

in accounting from the University of South Florida, an M.S.

in accounting from the

University of Tampa, and an M.B.A.

from the University of Oxford.

Kroenig joined our company as director in November 2022.

He has also served as a member of the Board of Directors of MIRA Pharmaceuticals, Inc., (Nasdaq:

MIRA) a publicly

traded company.

Since 2000, Mr.

Kroenig’s principal occupation has

been serving as one of the world’s leading fashion models.

Kroenig was the face of Ralph Lauren, The Gap, Tommy Hilfiger, Chanel,

Fendi, Peter Millar, and many other top brands.

Models.com ranked him the #1 male model in the world from 2004 to 2006, and Vogue magazine

ranked him the #3 male model of all time.

Kroenig also serves as a business and strategy consultant for many private firms and early-stage

companies, where as a part of his consulting business he advises companies regarding building management teams and managing relationships

with investors.

Kroenig is an experienced investor and business executive with significant experience in collaborating with executive-level

and cross-functional teams, analyzing business situations, and developing and implementing practical investor strategies.

attended Florida International University on a NCAA Division I soccer scholarship.

qualified to serve as one of our directors based on his finance and investment experience, particularly with early stage life sciences

Yanez, MBA has served as our Chief Financial Officer since June 2024, and also currently serves as the Chief Financial Officer

of MIRA Pharmaceuticals.

Yanez is a senior financial executive with over 25 years of experience in public and privately held biotech,

pharmaceutical, and life science companies.

Yanez’ experience includes a broad range of responsibilities in a highly complex

and regulated market.

She also brings deep corporate governance experience through her work with corporate boards, including audit and

finance committees.

From May 2002 until its acquisition in April 2022, Ms.

Yanez held various leadership positions at BioDelivery Sciences

International, Inc.

In her role, she led financial offerings, managed due diligence for product acquisitions and financings

and managed finance documents and filings for the tender offer, leading to the acquisition of BioDelivery Sciences in April 2022.

Yanez also serves as a non-employee director of Inhibitor Therapeutics, Inc.

INTI), a publicly traded pharmaceutical development

company focused on therapeutics for certain cancers and non-cancerous proliferation disorders, since December 2022.

Yanez is also

Co-Founder and Chief Financial Officer of Santander Pharma Consulting, a privately held life sciences consulting firm that provides business

development and commercial strategy services to pharmaceutical, medical devices, and life science companies offering guidance throughout

all stages of commercial development, from inception to product launch, since February 2024.

Yanez earned her B.A.

in Business Management

from University South Florida and further distinguished her acumen with an MBA in Strategic Leadership from Rutgers School of Business, Cum

Pratt Whalen, CPA , is a Certified Public Accountant with over two decades of experience in public accounting and corporate

Whalen currently serves as the Chief Financial Officer of Power Digital Marketing Inc., an industry leading digital marketing

agency, where he has driven significant revenue growth and led key financial transactions.

Specifically, Mr.

Whalen oversees the finance

team, manages tax and audit relationships, and handles treasury management.

Prior to joining Power Digital, from 2010 to May 2021, Mr.

Whalen was the Chief Financial Officer of MRC Smart Technology Solutions, a subsidiary of Xerox Corporation where he played a pivotal

role in growing the company’s revenue and managed diverse teams across multiple departments.

Whalen holds a B.A.

in Accounting

from the University of San Diego and is a Certified Public Accountant in California.

Whalen has also served on the Finance Committee

of United Way San Diego.

We believe that Mr.

Kroenig’s business experience

in the modeling industry as a business executive qualifies him to serve as one of our directors.

Whalen is qualified to serve as one of our directors based on his extensive experience in

finance and as a Certified Public Accountant.

Whalen has also served as a director of MIRA Pharmaceuticals, Inc.

(Nasdaq:MIRA)

Matthew Paul Del Giudice joined our company as a director in March 2024.

Del Giudice has practiced as a radiologist since

He currently serves as a general overnight emergency radiologist at the Cleveland Clinic and as a real estate investor with Comfort

Prior to joining the Cleveland Clinic, from March 2021 to May 2022, Dr.

Del Giudice was a general radiologist with Radiology

and Imaging Specialists in Lakeland, Florida.

From July 2015 to February 2021, Dr.

Del Giudice was a radiologist with Radiology Partners

Phoenix, and from July 2014 to June 2015, he practiced as a musculoskeletal radiologist at the University of Arizona Health Sciences

Center – Tucson.

Del Giudice received his B.S.

from the University of Illinois at Urbana-Champaign, his M.D.

from Loyola University

Stritch School of Medicine, completed his radiology residency at Loyola University Medical Center, and his musculoskeletal radiology

fellowship at the University of Arizona Health Sciences Center – Tucson.

Del Giudice is licensed to practice medicine in Florida

Del Giudice also serves as a director of MIRA Pharmaceuticals, Inc.

(Nasdaq:MIRA)

Eagle, MD joined our company as a director in November 2022.

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alliances and mergers and acquisition transactions, his experience as a member of both public and private company boards in the healthcare

and life science industries, and his wealth of oncology experience, including leading and participating in scientific research, regulatory,

pricing and re-imbursement negotiations for compounds in therapeutic areas.

Tuck joined our company as a director in November 2022.

She has also served as a director of MIRA since November 1, 2021.

She has worked in the higher education field for over a decade, including her most recent position as an the Assistant Director of

Admissions for Georgetown Law School in 2024.

From 2019 to 2023, Ms.

Tuck was a Project Director with Georgetown Law School’s

Center for Innovations in Community Safety, formerly the Innovative Policing Program, which identifies new approaches to

long-standing issues in policing.

Tuck served as an Associate Director of Admissions at Georgetown University from 2016-2019,

where she evaluated applications for the undergraduate schools and chaired several admissions committees.

Prior to 2016, Ms.

worked in the investment relations and communications field as Vice President for Communications and Investor Relations at Star

Scientific, Inc.

STSC) where she was responsible for coordinating communications with shareholders, the financial community,

and the media.

She also has experience in the legal industry, as she participated in the Ropes & Gray New Alternatives Program

as a Fellow at the Office of the State’s Attorney for Montgomery County, Maryland, and subsequently worked in the Corporate

Department at Ropes & Gray LLP in Washington, D.C.

Prior to attending law school, Ms.

Tuck was a journalist with MSNBC, NBC

News, ABC News, and the CBS affiliate, WINK-TV, and worked as an admissions officer for Harvard College at Harvard University.

also served as a financial analyst at Goldman Sachs in the Investment Management Division from July 2000 until April 2001.

believe that Ms.

Tuck’s experience in public policy and investment relations qualifies her to serve as one of our directors.

She received her A.B.

degree from Harvard College, cum laude , and received her J.D.

degree from Harvard Law School.

believe that Ms.

Tuck’s experience in public policy and investment relations qualifies her to serve as one of our

McColl III joined our company as a director in November 2022.

McColl has served as Co-Managing Member of Collwick Capital LLC, a fund of funds, since 2010 and Managing

Member of McColl Brothers Lockwood LLC, a family investment office, since 2006.

Since June 2015, he has served as a Senior Advisor at

Brown Brothers Harriman Capital Partners where he assists in sourcing, investment evaluation, transaction execution, and providing post-investment,

value-added oversight to portfolio companies.

Before co-founding Collwick Capital LLC, Mr.

McColl spent 14 years in the hedge fund industry,

where he was a private investments portfolio manager for Round Table Investment Management and McColl Brothers Lockwood LLC, served as

the Chief Operating Officer for M&M Partners LLC and was the Chief Executive Officer for McColl Partners LLC.

McColl has served

on the boards of directors of Heritage Brands Inc.

since 2019, Foro Holdings Inc.

since 2021, and Westrock Coffee Company since 2022.

McColl received a B.S.

in Business Administration from the University of North Carolina at Chapel Hill in 1982 and an MBA degree from the University of Virginia

Darden School of Business in 1987.

We believe that Mr.

McColl’s investment management and executive experience qualifies him to

serve as a member of our board of directors.

We believe that Mr.

McColl’s investment management and executive experience qualifies

him to serve as a member of our board of directors.

Advisor on Age Reversal

Michael Roizen has served as an advisor to the Company since November 30, 2023.

and life science industries, and his wealth of oncology

MacPherson joined our company as a director in March 2024.

MacPherson currently serves as Chief Growth Officer for Power

Digital, an industry leading digital marketing agency.

Prior to joining Power Digital, from May 2016 to December 2023, he served as CEO

and Head of Growth for Endrock Growth & Analytics, a company he founded and sold to Power Digital.

Prior to founding Endrock Growth

& Analytics, Mr.

MacPherson held senior marketing and leadership positions at sunglass maker Prive Revaux (March 2018 to April 2020),

curated meal company Menud (October 2014 to April 2018) and Rejuvenetics, LLC, a distributor of health and wellness products (December

2012 to March 2016).

MacPherson holds a BA in Economics from Gettysburg College.

MacPherson also serves as a director of MIRA

Pharmaceuticals, Inc.

(Nasdaq:MIRA)

Itzchak Angel, has served as our Chief Scientific Advisor to the Company since August, 2024.

Since 2005, Dr.

Roizen has served as the Chief

Wellness Officer of the Cleveland Clinic, including as the Chief Wellness Officer Emeritus since February 2019 and the Wellness Institute

Chair since June 2007.

He is also a professor of medicine at the Cleveland Clinic Lerner College of Medicine.

Roizen developed the

“RealAge” concept and has authored or coauthored five number one New York Times best sellers.

He has over 165 peer-reviewed

publications and 100 medical chapters, 14 U.S.

patents, has founded several of his own companies, served on FDA advisory committees for

16 years, and chaired an FDA advisory committee.

He received a B.A.

degree from Williams College in 1967 in chemistry and economics,

and he attended the University of California, San Francisco School of Medicine and performed his residency at Harvard’s Beth Israel

Deconess Medical Center.

He spent 9 years on the faculty at the University of California, San Francisco, served as the chair of the Department

of Anesthesia and Critical Care and Pain Management at the University of Chicago for 16 years, and served as the Dean of the School of

Medicine and Vice President for Biomedical Sciences at SUNY Upstate.

Angel has been the President and CEO

of Angel Pharmaceuticals Consulting & Technologies where he assists pharmaceutical and biotechnology companies, individuals, medical

staff, hospitals, technology transfer companies, investors, university researchers and research teams in variable aspects of drug development.

In this role, Dr.

Angel provides strategic and operational guidance on issues related to ethical drug development to a wide range of

clients, including pharmaceutical and biotechnology companies, medical professionals, hospitals, technology transfer organizations, investors,

and research teams.

His expertise spans a variety of therapeutic areas and pharmacological families and extends across the drug development

process–from research, preclinical and clinical phases, to marketing.

In addition, Dr.

Angel advises on regulatory affairs, business

development, and organizational planning.

For numerous years, he was Head of Pharmacology at Synthelabo (Sanofi-Aventis, Paris, France)

where he participated in the research and development of drugs such as Xatral (alfuzosin), Ambien (zolpidem), and Mizollen (mizolastine).

Angel’s previous executive roles include President and Chief Executive Officer of the stem-cell company Accellta (Haifa,

Israel) and Vice President for Research and Development at Proteologics Ltd, Galmed Pharmaceuticals, and D-Pharm Biopharmaceuticals (Rehovot,

Israel), where he was involved in research and advanced development in several areas such as stroke, epilepsy, Alzheimer’s’

Disease, Parkinson’s disease, metabolic disorders, psoriasis, and various cancer.

He received a B.Sc.

degree from Tel-Aviv University

in 1979 and earned his M.Sc degree from Tel-Aviv University in 1980, both in biology.

He further studied at the Hamburg University, Germany,

obtaining a Ph.D.

in Neurochemistry in 1982.

His postdoctoral research took him to the National Institute of Mental Health in Bethesda,

Maryland, where he pursued his research in Neurobiology.

business and affairs are managed under the direction of our board of directors, which currently consists of seven members.

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Based on information provided by each director concerning

his or her background, employment, and affiliations, our board of directors has determined that Michael Jerman, Talhia Tuck, Dr.

Eagle, and Hugh McColl III do not have any relationship that would interfere with the exercise of independent judgment in carrying out

the responsibilities of a director and are independent directors under the Nasdaq Listing Rules.

his or her background, employment, and affiliations, our board of directors has determined that Matthew Pratt Whalen, Dr.

Del Giudice, Dr.

Craig Eagle and Edward MacPherson, do not have any relationship that would interfere with the exercise of independent

judgment in carrying out the responsibilities of a director and are independent directors under the Nasdaq Listing Rules.

making these determinations, our board of directors considered the current and prior relationships that each non-employee director has

2 unchanged sentences

of the Board of Directors

board of directors has establish an audit committee, a compensation committee, and a nominating and corporate governance committee.

board of directors has established an audit committee, a compensation committee, and a nominating and corporate governance committee.

functions of these committees are described below.

3 unchanged sentences

time to time.

audit committee was established upon the effectiveness of our initial public offering on February 9, 2024 and consist of Michael Jerman,

Hugh McColl III, and Bradley Kroenig , with Michael Jerman serving as the chair of the audit committee.

audit committee was established upon the effectiveness of our initial public offering on February 9, 2024 and consist of Matthew Pratt

Whalen, Edward MacPherson, and Dr.

Matt Del Giudice, with Matthew Whalen serving as the chair of the audit committee.

Whalen succeeded

Michael Jerman as Chair of the Audit Committee following Mr.

Jerman’s resignation on November 18, 2024.

Each member meets the requirements

3 unchanged sentences

of directors has determined that Mr.

Jerman is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K

Whalen is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K

under the Securities Act.

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of Nasdaq, a copy of which will be available on our website at www.telomirpharma.com.

compensation committee was established upon the effectiveness of our initial public offering on February 9, 2024 and consist of Talhia

Tuck, Michael Jerman, and Craig Eagle, with Talhia Tuck serving as the chair of the compensation committee.

Each member of the committee

meets the requirements for independence under the listing standards of Nasdaq and SEC rules and regulations.

Each member of our compensation

committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act, or Rule 16b-3.

at these determinations, our board of directors examined all factors relevant to determining whether any compensation committee member

had a relationship to us that is material to that member’s ability to be independent from management in connection with carrying

out such member’s duties as a compensation committee member.

Compensation Committee was initially established upon the effectiveness of our initial public offering on February 9, 2024.

As of December

2024, the Compensation Committee consists of Dr.

Del Giudice (Chair), and Mr.

Edward MacPherson.

succeeded Talhia Tuck as Chair of the Compensation Committee following her resignation, along with Bradley Kroenig, from the Board of

Directors in August 2024.

Each member of the committee meets the requirements for independence under the listing standards of Nasdaq

and SEC rules and regulations.

Each member is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange

Act, or Rule 16b-3.

arriving at these determinations, our board of directors examined all factors relevant to determining whether any compensation committee

member had a relationship to us that is material to that member’s ability to be independent from management in connection with

carrying out such member’s duties as a compensation committee member.

compensation committee’s main purpose is to review and recommend policies relating to compensation and benefits of our officers

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nominating and corporate governance committee was established upon the effectiveness of our initial public offering on February 9, 2024

and consist Talhia Tuck, Bradley Kroenig, and Craig with Talhia Tuck serving as the chair of the nominating and corporate governance

Each member of the committee meets the requirements for independence under the listing standards of Nasdaq and SEC rules and

and consists of Dr.

Del Giudice and Dr.

Craig Eagle, with Matthew P.

Del Giudice serving as the chair of the nominating and

corporate governance committee.

Each member of the committee meets the requirements for independence under the listing standards of Nasdaq

and SEC rules and regulations.

nominating and corporate governance committee will be responsible for, among other things:

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about such risks.

nominating and corporate governance committee will be responsible for reviewing with the board of directors, on an annual basis, the

appropriate characteristics, skills, and experience required for the board of directors as a whole and its individual members.

our board of directors does not have a formal written diversity policy with respect to the evaluation of director candidates, in its

evaluation of director candidates, our nominating and corporate governance committee will consider factors including, without limitation,

issues of character, integrity, judgment, potential conflicts of interest, other commitments, and diversity, and with respect to diversity,

such factors as gender, race, ethnicity, experience, and area of expertise, as well as other individual qualities and attributes that

contribute to the total diversity of viewpoints and experience represented on the board of directors.

nominating and corporate governance committee will ensure compliance with the new rule by Nasdaq for board diversity (the “Nasdaq

Diversity Rule”), on or before the date required under the Nasdaq Diversity Rule.

The Nasdaq Diversity Rule requires, assuming

our shares of common stock are listed on the Nasdaq Capital Market and that we are a smaller reporting company, that we will have at

least two directors serving on our board of directors, at least one of which identifies as female and the second of which identifies

as female, underrepresented minority or LGBTQ+, by December 31, 2026, unless our board of directors is comprised of five or less directors.

of Business Conduct and Ethics

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board of directors has adopted corporate governance guidelines, a copy of which will be available on our website.

did not provide any cash or equity compensation to any of our directors during the year ended December 31, 2023, in their capacity as

directors, and we have not yet adopted a compensation program for our directors.

did not provide any cash compensation to any of our directors during the year ended December 31, 2024, in their capacity as directors.

However, on August 27, 2024, each non-employee director was granted an option to purchase 25,000 shares of our common stock under the

2023 Omnibus Plan, with an exercise price of $5.02.

Each such option contained vesting terms in which half the options immediately vested

and the remaining half vested in six months.

The options have a 10-year term.

Executive Compensation.

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executive officers” and their positions are as follows:

Chapman, Jr., MD, Chief Executive Officer and Chairman;

Fuentes, Chief Financial Officer, Treasurer, and Secretary.

Compensation Table

following table shows the compensation paid by us during the 2024 and 2023 fiscal years to our named executive officers.

below, there was no compensation paid to any named executive officer of our company during 2021 or 2022.

For a description of the compensation

program for our named executive officers following 2022, see “—Executive Compensation Arrangements” below.

Name and principal position

Option Awards

All Other Compensation

Christopher Chapman, Jr., MD

Chief Executive Officer and Chairman

and principal position

Chairman and CEO (1)

CFO, Treasurer, and Secretary (2)

Christopher Chapman,

former Chairman and CEO

Nathen Fuentes,

Chief Financial Officer, Treasurer, and Secretary

Fuentes was appointed Chief Financial Officer, Treasurer, and Secretary effective September 21, 2023.

former CFO, Treasurer, and Secretary

Aminov was appointed Chaiman and Chief Executive Officer on August 8, 2024.

Yanez was appointed Chief Financial Officer, Treasurer, and Secretary on June 18, 2024.

The reported amounts represent the aggregate grant date fair value of the awards computed in accordance with Financial Accounting Standards

Board Account Standards Codification Topic 718, Stock Compensation, as modified or supplemented, or FASB ASC Topic 718.

assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 6 to our

Financial Statements for the year ended December 31, 2024 included in this Report

Amounts represent health insurance premiums paid.

(5) Amounts represent health insurance premiums paid,

car payments, car insurance payments, and club memberships costs.

Compensation Arrangements

is a more detailed summary of the elements of our current executive compensation program as it relates to our named executive officers.

Chapman, Jr., MD

entered into an employment agreement with Dr.

Chapman, effective as of the date of the closing of this initial public offering, pursuant

Chapman will serve as our Chief Executive Officer and Chairman of our board of directors.

Under his employment agreement,

Chapman will agree to work part-time and on an as-needed basis with respect to the affairs of our company.

Chapman’s employment

agreement provides that his employment will be on an at-will basis and can be terminated by either Dr.

Chapman or us at any time for

Under the agreement, Dr.

Chapman will receive an initial base salary of $275,000 per year beginning as of the closing of our initial

public offering, which occurred on February 13, 2024 .

In the event that Dr.

Chapman’s employment is terminated by our company without

“Cause” or is terminated by Dr.

Chapman for “Good Reason”, Dr.

Chapman will be entitled to severance compensation

in the form of salary continuation for a period of three months (subject to Dr.

Chapman executing and delivering a customary general

release in favor of the company).

“Cause” is defined in the agreement to include dishonesty, misappropriation, willful misconduct,

breach of the agreement, and other customary matters.

“Good Reason” is defined to include a material adverse change in Dr.

Chapman’s compensation or duties and level of responsibility.

The employment agreement also contains customary confidentiality

and invention-assignment covenants to which Dr.

Chapman is subject.

Beginning in 2023, in lieu of health insurance coverage and 401k

benefits, we have agreed to pay Dr.

Chapman’s life insurance policy premium in an amount up to $2,215 per quarter.

entered into an amended and restated employment agreement on December 11, 2023, with Mr.

Fuentes which amended and restated his original

employment agreement, which was effective September 21, 2023, pursuant to which Mr.

Fuentes serves as our Chief Financial Officer, Treasurer,

and Secretary.

August 12, 2024, we entered into an employment agreement with Mr.

Aminov, pursuant to which Mr.

Aminov will serve as our Chief Executive

Officer and Chairman of our Board.

Under his employment agreement, Mr.

Fuentes has agreed to devote his full business time and effort to the business affairs

of the Company.

Fuentes’s employment agreement provides that his employment will be on an at-will basis and can be terminated

by either Mr.

Fuentes or our company at any time for cause.

Aminov has agreed to devote reasonable business time and effort

to the business and affairs of the Company.

Aminov’s employment agreement provides that his employment will be on an at-will

basis and can be terminated by either Mr.

Aminov or our company at any time and for any reason.

Under the agreement, Mr.

Fuentes will receive an initial base salary of $165,000

per year with such salary retroactively adjusted to equal $250,000 for his first full year of employment only upon the effectiveness

of our initial public offering, which occurred on February 9, 2024.

Additional bonuses and adjustments to Mr.

Fuentes’s salary

may be made by our board of directors in its sole discretion.

In the event that his employment is terminated by our company without “Cause”

or is terminated by Mr.

Fuentes for “Good Reason”, Mr.

Fuentes will be entitled to severance compensation in the form of

salary continuation for a period of three months (subject to Mr.

Fuentes executing and delivering a customary general release in favor

receive a base salary of $0.275 million per year.

In the event that Mr.

Aminov’s employment is terminated by our company without

“Cause” or is terminated by Mr.

Aminov for “Good Reason”, Mr.

Aminov will be entitled to (1) be paid an amount

Aminov’s annual base salary, which payment shall be made seventy-five percent (75%) in a lump sum within thirty (30)

days following the effective date of the general release of claims (following any revocation period) and twenty-five percent (25%) as

salary continuation payments in substantially equal installments over the six (6) months following the release effective date in accordance

with our customary payroll practices commencing on the first payroll date following the release effective date, and (2) receive twelve

(12) months’ accelerated vesting of any stock options that are outstanding and unvested as of such termination, such that any outstanding

and unvested stock options that would have vested during the twelve- (12) month period following the termination date had Mr.

remained employed in good standing shall become immediately vested and exercisable for a period of three (3) months post-termination

(subject to Mr.

Aminov executing and delivering a customary general release in favor of the company).

“Cause” is defined

in the agreement to include dishonesty, misappropriation, willful misconduct, breach of the agreement, and other customary matters.

Reason” is defined to include a material adverse change in Mr.

Aminov’s compensation or duties and level of responsibility.

The employment agreement also contains customary confidentiality and invention-assignment covenants to which Mr.

Aminov is subject.

June 18, 2024, we entered into an employment agreement with Ms.

Yanez, pursuant to which Ms.

Yanez will serve as our Chief Financial

Under her employment agreement, Ms.

Yanez has agreed to devote reasonable business time and effort to the business and affairs

of the Company.

“Cause” is defined in the agreement to include dishonesty, misappropriation, willful misconduct, breach

of the agreement, and other customary matters.

“Good Reason” is defined to include a material adverse change in Mr.

compensation or duties and level of responsibility.

The employment agreement also contains customary confidentiality and invention-assignment

covenants to which Mr.

Fuentes is subject.

base salaries of our employed executive officers are specified in their respective employment agreements, as summarized above.

did not pay any bonuses to any of our named executive officers during 2022 or 2023.

Our employment agreements with our executive officers

provide that bonuses may be granted to our executive officers in the discretion of our board of directors.

the date of this Annual Report, none of our officers, directors, or employees have received any equity compensation.

Yanez’ employment agreement provides that here employment can be terminated by either Ms.

Yanez or our company

at any time and for any reason, upon no less than thirty (30) days’ notice.

Under the agreement, Ms.

Yanez will receive a base

salary of $0.137 million per year.

In the event that her employment is terminated by our company

without “Cause” or is terminated by Ms.

Yanez for “Good Reason”, Ms.

Yanez will be entitled to severance compensation

in the form of salary continuation for a period of three months (subject to Ms.

Yanez executing and delivering a customary general release

in favor of the company).

“Cause” is defined in the agreement to include dishonesty, misappropriation, willful misconduct,

breach of the agreement, and other customary matters.

“Good Reason” is defined to include a material adverse change in Ms.

Yanez’s compensation or duties and level of responsibility.

The employment agreement also contains customary confidentiality and

invention-assignment covenants to which Ms.

Yanez is subject.

The employment agreement also contains customary confidentiality

and invention-assignment covenants to which Ms.

Yanez is subject.

August 8, 2024, the Company was made aware of the passing of its Chairman and Chief Executive Officer, Dr.

Christopher Chapman.

There were no clauses in his employment agreement that had an effect on the Company.

June 18, 2024, we entered into a Confidential Separation and Mutual General Release Agreement (the “Separation Agreement”)

with Nathen Fuentes whereby we mutually agreed that Mr.

Fuentes’ employment as our Chief Financial Officer ended as of June 18,

Provided that Mr.

Fuentes did not revoke the acceptance of the Separation Agreement and complied with the terms therein, we would

Fuentes from the date thereof an aggregate of $62,500 in equal installments over three months in accordance with our regular

payroll schedule.

The amount was paid in accordance with the agreements and no amounts are still outstanding as of December 31, 2024.

of Plan-Based Awards in 2024

Future Payouts Under Non-Equity Incentive Plan Awards

Future Payouts Under Equity Incentive

Stock Awards:

Number of Shares of Stocks

Option Awards:

Number of Securities Underlying

Base Price of Option

Closing stock

price on Award

Fair Value of Stock and Option

Erez Aminov, CEO

1,960,170 (2)

Michelle Yanez, CFO

Christopher Chapman, former

Nathen Fuentes, former CFO

The “Grant Date” represents the date on which the Compensation Committee of the Board took action to grant the applicable

The stock awards disclosed in this item consist of options, as issued under our 2023 Omnibus Incentive Plan, which vest 50% at grant

date, and 50% six months from grant date.

stock awards disclosed in this item consist of options, as issued under our 2023 Omnibus Incentive Plan, which vest ratably in fourths

every six months beginning February 2024

The Compensation Committee granted these stock awards using the closing price on 8/26/2024 of $5.02 as the basis for the award.

do not currently maintain any retirement plans for our employees.

Equity Awards at Fiscal Year-End

were no stock options granted and outstanding as of December 31, 2023.

following table summarizes outstanding unexercised options held by each of the named executive officers, as of December 31, 2024 :

of Securities Underlying Unexercised Options (#) Exercisable

of Securities Underlying Unexercised Options (#) Unexercisable

Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options

Exercise Prices ($)

Expiration Date

of Shares or Units of Stock That Have Not Vested (#)

Value of Shares or Units of Stock That Have Not Vested ($)

Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not Vested

Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not vested

Michelle Yanez

Christopher Chapman

Nathen Fuentes

Exercises and Stock Vested

stock options were exercised by our executive officers during the year ended December 31, 2024.

Omnibus Incentive Plan

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Administrator may grant awards of shares of common stock, restricted stock, RSUs, performance shares or performance units.

stock means shares of common stock that are subject to a risk of forfeiture or restrictions on transfer, which may lapse upon the achievement

or partial achievement of performance goals (as described below) or upon the completion of a period of service.

An RSU grants the participant

the right to receive cash or shares of common stock the value of which is equal to the fair market value of one share of common stock,

to the extent performance goals are achieved or upon the completion of a period of service.

Performance shares give the participant the

right to receive shares of common stock to the extent performance goals are achieved.

Performance units give the participant the right

to receive cash or shares of common stock valued in relation to a unit that has a designated dollar value or the value of which is equal

to the fair market value of one or more shares of common stock, to the extent performance goals are achieved.

Restricted stock means shares of common stock that are subject to a risk of forfeiture or restrictions on transfer, which may lapse

upon the achievement or partial achievement of performance goals (as described below) or upon the completion of a period of service.

An RSU grants the participant the right to receive cash or shares of common stock, the value of which is equal to the fair market

value of one share of common stock, to the extent performance goals are achieved or upon the completion of a period of service.

Performance shares give the participant the right to receive shares of common stock to the extent performance goals are achieved.

Performance units give the participant the right to receive cash or shares of common stock which is valued in relation to a unit

that has a designated dollar value or the value of which is equal to the fair market value of one or more shares of common stock, to

the extent performance goals are achieved.

Administrator will determine all terms and conditions of the awards including (a) whether performance goals must be achieved for the

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awards granted under the 2023 Omnibus Plan, and any shares of common stock issued or cash paid under an award, will be subject to any

recoupment under our Compensation Recovery Policy (as described below), or any recoupment

or similar requirement otherwise made applicable by law, regulation or listing standards to us or that may be provided for in any cash

or equity award granted by us.

recoupment under our Compensation Recovery Policy (as described below), or any recoupment or similar requirement otherwise made applicable

by law, regulation or listing standards to us or that may be provided for in any cash or equity award granted by us.

Recovery Policy

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and sole voting power with respect to the shares of common stock set forth opposite such person’s name, except as otherwise indicated.

Name of beneficial owner

Amount and Nature of Beneficial Ownership

Percentage of Class as of March 31, 2024

Directors and Executive Officers

Christopher Chapman, Jr., MD

Nathen Fuentes

Christos Nicholoudis, Esq.

Michael Jerman, CPA

Hugh McColl III

All current directors and officers as a group (8 persons)

Name of beneficial

and Nature of Beneficial Ownership

of Class as of February 4, 2025

Directors and Executive

Michelle Yanez

Matthew Whalen

Matthew Del Giudice

Edward MacPherson

All current directors and

officers as a group (6 persons)

5% Stockholders

Brian McNulty (1)

O’Donnell, Jr.

*Represents beneficial ownership of less than

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24,391 shares held directly by Mr.

McNulty, and (iv) 2,439,025 shares issuable pursuant to a warrant held by the Bay Shore Trust

that is immediately exercisable.

As trustee for both the Bay Shore Trust and Celeste J.

McNulty, (iv) 1,325,646 shared held by Miralogx LLC in which Bay Shore Trust is the beneficial

owner and (v) 2,339,025 shares issuable pursuant to a warrant held by the Bay Shore Trust that is immediately exercisable.

for both the Bay Shore Trust and Celeste J.

Williams Lifetime QTIP Trust, Mr.

has sole voting and dispositive power over the shares held by each trust, and, as a result is deemed to have beneficial ownership

(as determined under Section 13(d) of the Exchange Act) of the securities held by each trust.

Williams, Sr., our founder

and the settlor of the Bay Shore Trust, does not have voting or dispositive power over the shares held by the Bay Shore Trust.

of (i) 585,366 shares held directly by Dr.

O’Donnell Jr.

and (ii) 1,533,854 shares held by the Rachel Jean Williams

2021 Irrevocable Trust.

As trustee of the Rachel Jean Williams 2021 Irrevocable Trust, Dr.

O’Donnell Jr.

voting and dispositive power over the shares held by the trust, and, as a result is deemed to have beneficial ownership (as determined

under Section 13(d) of the Exchange Act) of the securities held by the trust.

McNulty has sole voting and dispositive power over

the shares held by each trust, and as such, is deemed to have beneficial ownership (as determined under Section 13(d) of the

Exchange Act) of the securities held by each trust.

Williams, Sr., our founder and the settlor of the Bay Shore Trust,

does not have voting or dispositive power over the shares held by the Bay Shore Trust.

Certain Relationships and Related Transactions, and Director Independence.

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of $0.1 million.

Upon the effectiveness of the initial public offering on February 9, 2024, the agreement will be terminated.

Upon the effectiveness of the initial public offering on February 9, 2024, the agreement was terminated.

consideration of the loan facility provided by the Bay Shore Trust, we issued to the Bay Shore Trust a common stock purchase warrant

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that resulted in a loss of $4.1 million for the year ended December 31, 2023 and a remaining balance as of December 31, 2023 of $0.3

July 31, 2023, we entered into the Initial MIRALOGX License Agreement with MIRALOGX, which is an intellectual property development and

As of December 31, 2024, the remaining balances due to Miralogx and Starwood Trust total $0.055 and $0.037 million respectively.

August 11, 2023, we entered into the Initial MIRALOGX License Agreement with MIRALOGX, which is an intellectual property development and

holding company established by our founder and the inventor of Telomir-1, Jonnie R.

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applications of the “Licensed Products.

are also a party to an Agreement for Shared Lease Costs, dated April 1, 2023, with MIRALOGX and MIRA Pharmaceuticals, Inc., under which

This amendment was reaffirmed by new management on October 18, 2024.

were also a party to an Agreement for Shared Lease Costs, dated April 1, 2023, with MIRALOGX and MIRA Pharmaceuticals, Inc., under which

we have agreed to pay our pro rata share of the operating usage costs owing by MIRALOGX under an aircraft lease agreement between MIRALOGX

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Supera Aviation is a company owned by Starwood Trust, a trust established by Mr.

For the year ended December 31, 2023, the Company incurred $1.77 million in expenses under the aircraft lease agreement.

For the year ended December 31, 2024 and December 31, 2023, the Company incurred $0.4 million and $1.77 million, respectively, in expenses

under the aircraft lease agreement.

The aircraft lease was terminated in April 2024 and no other costs will be incurred under this agreement.

Trust Line of Credit

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 for the benefit of the founder’s family.

Under the Starwood Note, the Company has 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 note.

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, together with accrued interest, is to become

due and payable on the second anniversary of the issuance of the note, provides for prepayment at any time without penalty, and accrues

simple interest at a rate equal 7% per annum.

As of December 31, 2024, the Company has not borrowed any amounts under the Starwood

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.

and Approval of Related Party Transactions

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with the SEC for the years ended December 31, 2024 and December 31, 2023 totaled $0.064 million and $0.034 million, respectively.

Additionally,

the Company appointed a new audit firm, Salberg & Company P.A (“Salberg”) effective December 19, 2024.

The aggregate

fees billed by Salberg for professional services rendered for the audit of our annual financial statements, and other required filings

with the SEC for the year ended December 31, 2024 totaled $0.05 million

above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

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$0.051 million and $0.036 million, respectively.

The fees were provided in consideration of services consisting of review and update procedures

associated with registration statements and other SEC filings.

The aggregate fees billed by Cherry Bekaert LLP for professional services rendered for tax compliance for the years ended December

31, 2023 and 2022 were $0.009 million and $0.0 million, respectively.

The fees were provided in consideration of services consisting

of preparation of tax returns and related tax advice.

The fees were provided in consideration of services consisting of review and update

procedures associated with registration statements and other SEC filings.

There were no fees billed by Salberg & Company P.A for tax services.

Audit Committee of our board of directors has established its pre-approval policies and procedures, pursuant to which the Audit Committee

approved the foregoing audit and non-audit services provided by Cherry Bekaert LLP in 2023.

Consistent with the Audit Committee’s

responsibility for engaging our independent auditors, all audit and permitted non-audit services require pre-approval by the Audit Committee.

approved the foregoing audit and non-audit services provided by Cherry Bekaert LLP and Salberg & Company P.A in 2024 .

with the Audit Committee’s responsibility for engaging our independent auditors, all audit and permitted non-audit services require

pre-approval by the Audit Committee.

The full Audit Committee approves proposed services and fee estimates for these services.

The Audit Committee chairperson has been designated

by the Audit Committee to approve any audit-related services arising during the year that were not pre-approved by the Audit Committee.

Committee chairperson has been designated by the Audit Committee to approve any audit-related services arising during the year that were

not pre-approved by the Audit Committee.

Any non-audit service must be approved by the full Audit Committee.

Services approved by the Audit Committee chairperson are communicated

to the full Audit Committee at its next regular meeting and the Audit Committee reviews services and fees for the fiscal year at each

such meeting.

Pursuant to these procedures, the Audit Committee approved the foregoing services provided by Cherry Bekaert LLP.

Services approved by the

Audit Committee chairperson are communicated to the full Audit Committee at its next regular meeting and the Audit Committee reviews

services and fees for the fiscal year at each such meeting.

Pursuant to these procedures, the Audit Committee approved the foregoing

services provided by Cherry Bekaert LLP and Salberg & Company P.A.

Exhibits, Financial Statement Schedules.

information called for by this Item is incorporated herein by reference to the Exhibit Index in this Form 10-K.

Form of Underwriting Agreement

Second Amended and Restated Articles of Incorporation of Telomir Pharmaceuticals, Inc.

Second Amended and Restated Articles of Incorporation of Telomir Pharmaceuticals, Inc.(incorporated by reference to Exhibit 3.1 to Form S-1/A filed December 14, 2023)

Amended and Restated Bylaws of Telomir Pharmaceuticals, Inc.

Form of Representative’s Warrant

(incorporated by reference to Exhibit 3.1 to Form S-1/A filed December 14, 2023)

Form of Representative’s Warrant (incorporated by reference to Exhibit 4.1 to Form S-1/A filed December 19, 2023)

Common Stock Purchase Warrant, dated June 15, 2023, between Telomir Pharmaceuticals, Inc.

and Bay Shore Trust

Form of Common Stock Purchase Warrant, by and between the Company and certain investors from January 2023 through March 2023

Description of Securities

2023 Omnibus Incentive Plan

Form of Stock Option Award under 2023 Omnibus Incentive Plan

Form of Indemnification Agreement

and Bay Shore Trust (incorporated by reference to Exhibit 4.2 to Form S-1/A filed December 14, 2023)

Form of Common Stock Purchase Warrant, by and between the Company and certain investors from January 2023 through March 2023 (incorporated by reference to Exhibit 4.3 to Form S-1/A filed December 19, 2023)

Description of Securities (incorporated by reference to Exhibit 4.4 to Form 10-K filed March 23, 2024)

2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Form S-1/A filed December 14, 2023)

Employment Agreement between the Company and Erez Aminov, dated August 12, 2024 (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on August 13, 2024)

Employment Agreement by and between the Company and Michelle Yanez, dated June 18, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on June 24, 2024)

Form of Stock Option Award under 2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to Form S-1/A filed December 14, 2023)

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.3 to Form S-1/A filed December 14, 2023)

Amended and Restated License Agreement, dated August 11, 2023, by and between Telomir Pharmaceuticals, Inc.

and MIRALOGX LLC

and MIRALOGX LLC (incorporated by reference to Exhibit 10.4 to Form S-1 filed November 14, 2023)

Amendment No.

1 to Amended and Restated License Agreement, dated November 10, 2023, by and between Telomir Pharmaceuticals, Inc.

and MIRALOGX LLC

Amended and Restated Employment Agreement, dated December 11, 2023, between Telomir Pharmaceuticals, Inc.

and Nathen Fuentes, CPA.

Employment Agreement, effective as of the date of the closing of the initial public offering, between Telomir Pharmaceuticals, Inc.

Christopher Chapman, Jr., MD

and MIRALOGX LLC (incorporated by reference to Exhibit 10.5 to Form S-1 filed November 14, 2023)

Promissory Note and Loan Agreement, dated June 15, 2023, by and between Telomir Pharmaceuticals, Inc.

and Bay Shore Trust

Agreement for Shared Lease Costs, dated April 1, 2023, between Telomir Pharmaceuticals, Inc., MIRALOGX LLC, and MIRA Pharmaceuticals, Inc.

Debt Conversion Agreement, dated November 30, 2023, between Telomir Pharmaceuticals, Inc., and MIRALOGX LLC

Debt Conversion Agreement, dated November 30, 2023, between Telomir Pharmaceuticals, Inc., and the Bay Shore Trust.

Code of Business Conduct and Ethics

List of Subsidiaries of Registrant

and Bay Shore Trust (incorporated by reference to Exhibit 10.8 to Form S-1/A filed December 14, 2023)

Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to Form S-1/A filed December 14, 2023)

Insider Trading Policy (incorporate by reference to Exhibit 99.5 to Form S-1/A filed December 14, 2023)

List of Subsidiaries of Registrant (incorporated by reference to Exhibit 21.1 to Form S-1/A filed December 14, 2023)

List of Subsidiaries of Registrant (incorporated by reference to Exhibit 14.1 to Form 10-K filed March 28, 2023)

Power of Attorney (included on signature page)

Certification of Principal Executive Officer, pursuant to 18 U.S.C.

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Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

2 unchanged sentences

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Policy Relating to Recovery of Erroneously Awarded Compensation

Audit Committee Charter

Nominating and Corporate Governance Committee Charter

Compensation Committee Charter

Corporate Governance Guidelines

Insider Trading Policy

Related Person Transaction Policy and Procedures

To be filed by amendment.

Furnished herewith

Previously filed.

Denotes management contract or compensatory plan or arrangement.

Policy Relating to Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97.1 to Form 10-K filed March 29, 2024)

Audit Committee Charter (incorporated by reference to Exhibit 99.1 to Form S-1/A filed December 14, 2023)

Nominating and Corporate Governance Committee Charter (incorporated by reference to Exhibit 99.2 to Form S-1/A filed December 14, 2023)

Compensation Committee Charter (incorporated by reference to Exhibit 99.3 to Form S-1/A filed December 14, 2023)

Corporate Governance Guidelines (incorporated by reference to Exhibit 99.4 to Form S-1/A filed December 14, 2023)

Related Person Transaction Policy and Procedures (incorporated by reference to Exhibit 99.6 to Form S-1/A filed December 14, 2023)

management contract or compensatory plan or arrangement.

PHARMACEUTICALS, INC.

TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID 00 677 )

Report of Independent Registered Public Accounting Firm (PCAOB Firm ID 106 )

Report of Independent Registered Public Accounting Firm (PCAOB Firm ID

Balance Sheets as of December 31, 2024 and 2023

Statements of Operations for the years ended December 31, 2024 and 2023

Statement of Stockholders’

Equity (Deficit) for the years ended December 31, 2023 and 2022

Statement of Stockholders’ Equity (Deficit) for the years ended December 31, 2024 and 2023

Statements of Cash Flows for the years ended December 31, 2024 and 2023

1 unchanged sentence

of Independent Registered Public Accounting Firm

the Stockholders and the Board of Directors of:

Pharmaceuticals, Inc.

on the Financial Statements

We have audited the accompanying balance sheet of Telomir Pharmaceuticals, Inc.

(the “Company”) as of December 31, 2024, the

related statements of operations, changes in stockholders’ equity and cash flows for the year then ended, and the related notes

(collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all

material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows

for the year then ended, in conformity with accounting principles generally accepted in the United States of America .

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

2 to the financial statements, the Company raised approximately $6.9 million, used approximately $5.1 million of cash in operations and

had a net loss of $16.5 million during the year ended December 31, 2024.

These matters raise substantial doubt about the Company’s

ability to continue as a going concern.

Management’s Plans in regard to these matters are also described in Note 2.

The financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting.

As part of our audit,

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

Salberg & Company, P.A.

& COMPANY, P.A.

have served as the Company’s auditor since 2024 .

Raton, Florida

NW Corporate Blvd., Suite 240 ● Boca Raton, FL 33431-7326

(561) 995-8270 ● Toll Free:

(866) CPA-8500 ● Fax:

(561) 995-1920

www.salbergco.com

● info@salbergco.com

National Association of Certified Valuation Analysts ● Registered with the PCAOB

CPAConnect with Affiliated Offices Worldwide ● Member AICPA Center for Audit Quality

of Independent Registered Public Accounting Firm

the Board of Directors and Stockholders

1 unchanged sentence

on the Financial Statements

have audited the accompanying balance sheets of Telomir Pharmaceuticals, Inc.

(the “Company”) as of December 31, 2023 and

2022, and the related statements of operations, stockholders’ equity (deficit) and cash flows for each of the years in the two-year

period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion,

the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and

2022, and the results of its operations and its cash flows for each of the years in the two-year

periods ended December 31, 2023 , in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying balance sheet of Telomir Pharmaceuticals, Inc.

(the “Company”) as of December 31, 2023,

and the related statements of operations, stockholders’ equity and cash flows for the year then ended, and the related notes (collectively

referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects,

the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the

year then ended , in conformity

with accounting principles generally accepted in the United States of America .

accompanying financial statements have been prepared assuming the Company will be able to continue as a going concern.

1 unchanged sentence

Note 2 to the financial statements, the Company has incurred recurring net losses and recurring negative operating cash flows since inception.

and may not have sufficient cash on hand or liquidity available under existing arrangements to meet the projected liquidity needs for

the next 12 months.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 2.

The financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

plans in regard to these matters are also described in Note 2 to the financial statements.

The financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these financial

statements based on our audits.

statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

2 unchanged sentences

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

1 unchanged sentence

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

As part of our audit,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

1 unchanged sentence

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

We believe that our audit provided

a reasonable basis for our opinion.

Cherry Bekaert LLP

have served as the Company’s auditor since 2023.

served as the Company’s auditor from 2023 to 2024.

Pharmaceuticals, Inc.

BALANCE SHEETS

31, 2023 and DECEMBER 31, 2022

Current assets:

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Prepaid expenses

Due from related parties

Total other current assets

from related parties

Total current assets

Deferred financing costs

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

LIABILITIES AND STOCKHOLDERS’

Current liabilities:

Trade accounts payable and accrued liabilities

Trade accounts payable

and accrued liabilities

Due to related parties

Related party line of credit

party line of credit

Total current liabilities

Total liabilities

Stockholders’ Equity (Deficit)

Preferred Stock, no par value, 100,000,000 shares authorized and none issued or outstanding.

Stockholders’ Equity

Preferred Stock, no par

value, 100,000,000 shares authorized and none issued or outstanding.

Common Stock, no par value;

300,000,000 shares authorized, 28,609,814 and 26,829,269 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively.

300,000,000 shares authorized, 29,762,671 and 28,609,814 shares issued and outstanding at December 31, 2024 and December 31, 2023,

respectively.

Additional paid-in capital

Accumulated deficit

( 30,596,858 )

Total stockholders’ equity (deficit)

Total liabilities and stockholders’ deficit

( 14,064,142 )

stockholders’ equity

liabilities and stockholders’ equity

accompanying notes to the financial statements are an integral part of these statements.

Pharmaceuticals, Inc.

STATEMENTS OF OPERATIONS

ended DECEMBER 31, 2023 and DECEMBER 31, 2022

Year Ended December 31,

OF OPERATIONS

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 income

Interest expense

( 4,338,542 )

Loss on extinguishment of debt

( 1,643,049 )

on extinguishment of debt

( 7,486,767 )

$ ( 16,532,716 )

Basic loss per share

Diluted loss per share

Basic weighted average common stock shares outstanding

Diluted weighted average common stock shares outstanding

$ ( 13,071,864 )

and diluted loss per share

Basic weighted average common stock shares

accompanying notes to the financial statements are an integral part of these statements.

Pharmaceuticals, Inc.

Statements of stockholders’ EQUITY (DEFICIT )

ended DECEMBER 31, 2023 and DECEMBER 31, 2022

Additional Paid-In

Stock Subscription

Statements of Changes in stockholders’

EQUITY (DEFICIT )

Total Stockholders’

2 unchanged sentences

$ ( 937,278 )

Collection of stock subscription receivable

Balances, December 31, 2022

$ ( 992,278 )

$ ( 937,278 )

Additional Paid-In

Stock Subscription

Total Stockholders’

Balances, January 1, 2023

Issuance of common stock, net

Debt conversion to common stock

Shares added for fractional shares pursuant to reverse stock split

Issuance of Warrants

( 13,071,864 )

Balances, December 31, 2023

( 14,064,142 )

1 unchanged sentence

Issuance of common stock, net

Debt conversion to common stock

Shares added for fractional shares pursuant to reverse stock split

Issuance of Warrants

Exercise of Warrants

Stock compensation

( 16,532,716 )

5 unchanged sentences

Pharmaceuticals, Inc.

statements of cash flows

ENDED DECEMBER 31, 2023 and DECEMBER 31, 2022

Year Ended December 31,

Cash flows from Operating activities

of cash flows

Ended December 31,

Cash flows from Operating

$ ( 16,532,716 )

$ ( 13,071,864 )

Adjustments to reconcile net loss to net cash from operations

Loss on extinguishment of debt

Amortization of debt issuance costs

Change in operating assets and liabilities:

Accounts payable and accrued expenses

Prepaid expenses

Net cash flows used in operating activities

Adjustments to reconcile

net loss to net cash from operations

Stock-based compensation

Credit loss expense- loan

due from related party

Loss on extinguishment

Amortization of debt issuance

Change in operating assets

and liabilities:

Trade accounts payable

and accrued expenses

cash used in operating activities

$ ( 5,070,428 )

$ ( 3,859,796 )

Financing activities:

Payment of deferred offering costs

Borrowings to related party

Borrowings from related party

Borrowings under related party line of credit

Collection of stock subscription receivable

Proceeds from sale of common stock

Net cash flows provided by financing activities

Net change in cash

Cash, beginning of year

Cash, end of year

Cash Flows from Financing

Payment of deferred offering

Payments under related

party line of credit

Proceeds from (payments

to) due to/from related party

Borrowings under related

party line of credit

Proceeds from warrant exercises

from sale of common stock

Net cash provided

by financing activities

Net increase (decrease) in cash

beginning of year

Supplemental disclosure

of Cash Flow Information

Cash paid for interest

Supplemental schedule of non-cash financing activities:

Issuance of warrants on related party line of credit

Cash paid for income taxes

Supplemental schedule of

non-cash financing activities:

Issuance of warrants on related party line

Accrued offering expense

1 unchanged sentence

Advances to affiliates

Deferred offering costs charged to additional paid-in capital

accompanying notes to the financial statements are an integral part of these statements.

4 unchanged sentences

approximately $ 5.95 million to deferred finance costs.

Company accrued a $ 0.09 million placement fee related to a $ 1.0 million private placement offering during the year ended December 31,

2023, whereby 268,025 shares of common stock (after giving effect to our 1-for-2.05 reverse stock split that occurred on December 11,

Company accrued a $ 0.09

million placement fee related to a $ 1.0

million private placement offering during the

year ended December 31, 2023, whereby 268,025

shares of common stock (after giving effect to

our 1-for-2.05 reverse stock split that occurred on December

11, 2023) were issued.

9 unchanged sentences

Company recorded $ 0.13 million during the year ended December 31, 2023 for advances made to a related party.

These advances were deemed

to be not collectible at December 31, 2024 and charged to operations.

Pharmaceuticals, Inc.

to the CONDENSED financial statements

31, 2023 and december 31, 2022

to the financial statements

31, 2024 and 2023

Description of business and summary of significant accounting policies

Pharmaceuticals, Inc.

(“Telomir” or the “Company” and formerly known as Metallo Therapies, Inc.) was formed in

August 2021 and is a Florida-based early pre-clinical stage biopharmaceutical company that is developing its product candidate, TELOMIR-1,

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

Company’s pre-clinical studies and if approved by the FDA and comparable foreign regulators, Telomir Pharmaceuticals, Inc.

that TELOMIR-1 may effectively serve as a metal enzyme inhibitor of essential metals such as zinc and copper.

These essential metals

play an important role in the production and function of many enzymatic reactions and the modulation of key cellular pathways.

In particular,

zinc is essential to the function of pro-inflammatory cytokines such as Interleukin-17, or IL-17, that play a role in a host of age-related

inflammatory conditions such as osteoarthritis and hemochromatosis as well as in post-chemotherapy health problems.

such, TELOMIR-1 is under investigation to potentially provide a therapeutic intervention against age-related inflammatory conditions

such osteoarthritis and hemochromatosis, as well as for post-chemotherapy recovery, by interrupting and preventing the IL-17 induced

inflammatory pathways that create the systemic imbalance of cellular metals.

operations began in late 2022 and the Company’s Investigative New Drug application is anticipated to be filed with the U.S.

and Drug Administration (“FDA”) in first quarter 2025 for osteoarthritis.

A non-provisional patent application is pending

for TELOMIR-1 as a new molecular entity and its therapeutic uses.

See Note 3 regarding this patent.

accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America

In the opinion of management, all adjustments considered necessary for the fair presentation of the financial statements

for the periods presented have been included.

The results of operations for the year ended December 31, 2023 are not necessarily indicative

of the results to be expected for future periods.

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”.

Company is a C corporation.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences

between the financial statement carrying amount of existing assets and liabilities and their respective tax bases.

Deferred tax assets

are recognized for temporary differences that will result in deductible amounts in future years and for loss carryovers.

allowance is recognized regarding deferred tax assets, if any, if it is more likely than not that some portion of the deferred tax asset

will not be realized.

(“Telomir” or the “Company”) was formed in August 2021 and is a Florida incorporated pre-clinical

stage biopharmaceutical company that is developing its licensed product candidate, Telomir-1, a novel small molecule 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.

are the protective end caps of a chromosome made up of DNA sequences and proteins.

As humans age, telomeres shorten, with metal reactivity

accelerating the process, which presents humans and pet animals with an increased chance of contracting a number of degenerative and

age-related diseases.

Telomir’s goal is to develop and gain regulatory approval for Telomir-1, proposed to be dosed orally, with

the broader aim of promoting longevity and enhancing overall quality of life.

operations began in late 2022 and the Company’s initial Investigative New Drug (“IND”) application is anticipated to

be filed with the U.S.

Food and Drug Administration (“FDA”) in second half of 2025.

National phase filings are expected to

be made during the first quarter of 2026.

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”.

Reverse Stock Split

Effective December 11, 2023, the Company completed

a reverse stock split of its outstanding common stock upon the filing of the Company’s Second Amended and Restated Articles of Incorporation

with the Florida Secretary of State.

No fractional shares were or will be issued in connection with the reverse stock split, and all such

fractional shares resulting from the reverse stock split were and will be rounded up to the nearest whole number.

The shares issuable

upon the exercise of our outstanding warrants, and the exercise price of such warrants, have been adjusted to reflect the reverse stock

Unless otherwise noted, all share and per share information in this Report retrospectively reflects the reverse stock split.

Note 6 “Common Stock”).

public offering

February 13, 2024, the Company closed its initial public offering (the “IPO”) consisting of 1,000,000 shares of Common Stock

at a price of $ 7.00 per share for approximately $ 7.0 million in gross proceeds.

After deducting the underwriting commission and other

offering expenses totaling $ 1.2 million, the net proceeds to the Company were $ 5.8 million.

The Common Stock began trading on The Nasdaq

Capital Market on February 9, 2024 under the symbol “TELO” (See Note 6 “Common Stock”).

Company currently has no source of revenue.

Miscellaneous income, including interest, is recognized when earned by the Company

Company accounts for income taxes pursuant to the provision of Accounting Standards Codification (“ASC”) 740-10, “Accounting

for Income Taxes” (“ASC 740-10”), which requires, among other things, an asset and liability approach to calculating

deferred income taxes.

The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected

future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities.

allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred

asset will not be realized.

The Company follows the provision of ASC

740-10 related to Accounting for Uncertain Income Tax Positions.

When tax returns are filed, there may be uncertainty about the

merits of positions taken or the amount of the position that would be ultimately sustained.

In accordance with the guidance of ASC

740-10, the benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all

available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the

resolution of appeals or litigation processes, if any.

Tax positions taken are not offset or aggregated with other positions.

Tax positions

that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent

likely of being realized upon settlement with the applicable taxing authority.

The portion of the benefit associated with tax positions

taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying

balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Company believes its tax positions are all more likely than not to be upheld upon examination.

As such, the Company has not recorded

a liability for uncertain tax benefits.

Pharmaceuticals, Inc.

to the financial statements

31, 2024 and 2023

Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine

whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a

tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished.

For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position

is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations

remains open.

The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities,

generally for three years after they are filed.

and development expenses

6 unchanged sentences

Actual results may differ from such estimates and such differences could be material.

Company maintains cash balances with financial institutions that management believes are of high credit quality.

The Company’s

cash account at times may exceed federally insured limits.

The Company has not experienced any losses in such accounts and believes it

is not exposed to any significant credit risk from its cash account.

Value of Financial Instruments

Significant estimates during

the reporting periods include stock-based compensation and the deferred tax asset valuation allowance.

and Cash Equivalents

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 account at these institutions are insured by the FDIC up

to $ 250,000 .

On December 31, 2024 and 2023, the Company had cash in excess of FDIC limits of approximately $ 1.0 million and $ 0.0

million, respectively.

To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually

the rating of the financial institution in which it holds deposits.

Any material loss that the Company may experience in the future could

have an adverse effect on its ability to pay its operational expenses or make other payments and may require the Company to move its

cash to other high quality financial institutions.

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

Pharmaceuticals, Inc.

to the financial statements

31, 2024 and 2023

Value Measurements and Financial Instruments

Company measures the fair value of financial instruments in accordance with GAAP which defines fair value, establishes a framework for

10 unchanged sentences

3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions).

Liquidity and capital resources

of December 31, 2023, the Company had cash of approximately $ 0.001 million.

The Company used approximately $ 3.9 million of cash in operations

during the years ended December 31, 2023 and had stockholders’ equity of approximately $ 3.4 million at December 31, 2023, versus

stockholders’ deficit of approximately $ 0.9 million at December 31, 2022.

(loss) per share is computed in accordance with ASC Topic 260, “Earnings per Share” Basic weighted-average number of

shares of common stock outstanding for the year ended December 31, 2024 and December 31, 2023 include the shares of the Company

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

outstanding includes such stock options and warrants.

As of December 31, 2024 there were 2,814,057

stock warrants and 2,352,670

stock options that were not included in the computation of diluted earnings per share, because to do so would have an antidilutive

As of December 31, 2023 there was 2,774,057

stock warrants that were not included in the computation of diluted earnings per share, because to do so would have an antidilutive

Going Concern

accompanying 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.

of December 31, 2024, the Company had cash of approximately $ 1.3

The Company raised approximately $ 6.9 million in 2024 and used approximately $ 5.1

million of cash in operations during the year ended December 31, 2024, had a net loss of $ 16.5 million in 2024 and had stockholders’ equity of approximately $ 0.6

million at December 31, 2024, versus stockholders’ equity of approximately $ 3.4

million at December 31, 2023.

Historically,

10 unchanged sentences

on hand to support its operations for at least the 12 months following the date the financial statements are issued.

These conditions

raise substantial doubt about the Company’s ability to continue as a going concern through 12 months after the date the 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 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.

Pharmaceuticals, Inc.

to the financial statements

31, 2024 and 2023

License agreement, related party

1 unchanged sentence

patent rights for the use of Telomir-1 in human applications from MIRALOGX, LLC (“MIRALOGX”), an

intellectual property development and holding company established by Jonnie R.

Williams, Sr., the founder of the Company and the sole

inventor of TELOMIR-1.

intellectual property development and holding company.

August 11, 2023, (the “Effective Date”), the Company and MIRALOGX entered into an Amended and Restated Exclusive License

Agreement, under which the Company has the exclusive perpetual right and license under the above-described patent rights to make,

have made, use, and sell “Licensed Products” in the U.S.

for human uses and preclinical studies and activities of any

kind conducted in furtherance of obtaining regulatory approval or commercialization for human uses (the “MIRALOGX License

On November 10, 2023, we and MIRALOGX entered into the Amendment No.

1 to the Amended and Restated License

Agreement, pursuant to which the field of use relating to the license was amended to include therapeutic treatments and other

medical or health uses in animals, in addition to humans, and related preclinical studies and activities conducted in furtherance of

obtaining regulatory approval for and commercialization of veterinary, in addition to human, therapeutic treatments and uses

(together with the “Initial MIRALOGX License Agreement, the “MIRALOGX License Agreement”).

Product” is defined in the agreement as a drug product containing as an active agent 2,4,6-tris(3,4-dihydro-2H-pyrrol-2-yl)

pyridine or a pharmaceutically acceptable salt, ester, or solvate thereof.

We also have the right to grant corresponding sublicenses

under the licensed patent rights.

The MIRALOGX License Agreement provides for the payment to MIRALOGX of an 8 %

royalty (payable quarterly) on the Company’s net sales of Licensed Products by the Company or its sublicensees and on

non-royalty bearing milestone revenue.

There are no up-front, execution, or milestone payments in the license agreement.

payments have been made to date under the agreement.

Agreement, under which the Company has the exclusive perpetual right and license under the above-described patent rights to make, have

made, use, and sell “Licensed Products” in the U.S.

for human uses and preclinical studies and activities of any kind conducted

in furtherance of obtaining regulatory approval or commercialization for human uses (the “MIRALOGX License Agreement”).

November 10, 2023, the Company and MIRALOGX entered into the Amendment No.

1 to the Amended and Restated License Agreement, pursuant

to which the field of use relating to the license was amended to include therapeutic treatments and other medical or health uses in animals,

in addition to humans, and related preclinical studies and activities conducted in furtherance of obtaining regulatory approval for and

commercialization of veterinary, in addition to human, therapeutic treatments and uses (together with the “Initial MIRALOGX License

Agreement, the “MIRALOGX License Agreement”).

“Licensed Product” is defined in the agreement as a drug product

containing as an active agent 2,4,6-tris(3,4-dihydro-2H-pyrrol-2-yl) pyridine or a pharmaceutically acceptable salt, ester, or solvate

The Company also has the right to grant corresponding sublicenses under the licensed patent rights.

The MIRALOGX License Agreement

provides for the payment to MIRALOGX of an 8 % royalty (payable quarterly) on the Company’s net sales of Licensed Products by the

Company or its sublicensees and on non-royalty bearing milestone revenue.

There are no up-front, execution, or milestone payments in

the license agreement.

Further, no payments have been made to date under the agreement.

term of the license from MIRALOGX will continue through the date of the expiration of the last-to-expire licensed patent or, if later,

6 unchanged sentences

the patent applications for Telomir-1.

Telomir is required to be kept informed by MIRALOGX of patent prosecution activities and may select

identified countries for patent protection.

Telomir is to reimburse MIRALOGX for patent prosecution and maintenance costs.

Related party transactions

Telomir is required to be kept informed by

of patent prosecution activities and may select identified countries for patent protection.

Telomir is to reimburse MIRALOGX for patent

prosecution and maintenance costs.

Related party balances and transactions

from related parties- During the year ended December 31, 2023, the Company provided working capital advances to companies under common

These advances are due on demand and are non-interest bearing.

These advances were due on demand and are non-interest bearing.

Amounts due from related parties as of December 31, 2023 were

$ 0.13 million.

There were no such advances made during the year ended 2022.

to related parties- During the years ended December 31, 2023 and December 31, 2022, the Company received working capital advances

from companies under common control.

These advances are due on demand and are non-interest bearing.

During the year ended December 31,

2023, advances in the amount of $ 1.7 million were converted into 837,841 shares of our common stock (after giving effect to our 1-for-2.05 reverse stock split that occurred on December 11, 2023) at a conversion rate of $ 2.05 per share resulting in a loss on the conversion

of debt of $ 4.1 million.

As of December 31, 2023 and December 31, 2022, $ 0.5 million and $ 0.6 million, respectively, remained outstanding.

In 2024, the company under common control was dissolved and therefore the amount due become uncollectable and was written

off and reflected as credit loss expense, which is included in general and administration expenses.

As of December 31, 2024, there was no

amount due from related parties.

to related parties- During the years ended December 31, 2024 and December 31, 2023, the Company received working capital

advances from companies under common control.

These advances were due on demand and are non-interest bearing.

During the year ended

December 31, 2023, advances in the amount of $ 1.7 million

were converted into 837,841 shares

of our common stock (after giving effect to our 1-for-2.05

reverse stock split that occurred on

December 11, 2023) at a conversion rate of $ 2.05 per

share resulting in a loss on the conversion of debt of $ 4.1 million.

Following the conversion, $ 0.5 million

of advances remained outstanding as of December 31, 2023.

During the year ended December 31, 2024, there were advances received by

the Company in the amount of $ 0.1 million

for payments made regarding studies on behalf of Telomir and repayments made to related parties in the amount of $ 0.5 million.

As of December 31, 2024 $ 0.1 million

remained outstanding.

Pharmaceuticals, Inc.

to the financial statements

31, 2024 and 2023

Shore Trust Line of Credit

3 unchanged sentences

Under this Promissory Note and Loan

Agreement (the “Bay Shore Note”), the Company has the right to borrow up to an aggregate of $ 5 million from the Bay Shore

Agreement (the “Bay Shore Note”), the Company had 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 the Company’s

The Company’s 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 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.

As of December 31, 2023, $ 3.4 million of borrowings under the line remain available.

As of December 31, 2024, the line of credit is no longer available as the IPO was completed in February 2024.

consideration of the loan facility provided by the Bay Shore Trust, the Company issued to the Bay Shore Trust a Common Stock purchase

warrant on June 15, 2023 giving the Bay Shore Trust the right to purchase up to 2,439,025 shares of Common Stock at an exercise price

of $ 3.73 per share, which warrant will expire five years after the date of grant.

Pursuant to a registration rights agreement, the Company

has granted to Bay Shore Trust the right to require the Company, at any time after one year following the Company’s IPO, to register

for resale the shares issuable upon the exercise of the warrant, with such registration rights being in the form of demand and “piggyback”

registration rights that are subject to customary limitations and restrictions.

Upon issuance, the warrant met the criteria to be classified

as equity based on an analysis under Accounting Standards Codification (480) ASC 480, “Distinguishing Liabilities from Equity”

and was measured at fair value, resulting in an initial fair value of approximately $ 5.95 million upon issuance of the warrant, using

Black-Scholes valuation techniques.

the year ended December 31, 2023, the Company received $ 1.5 million in advances from a line of credit from Bay Shore Trust.

30, 2023, $ 1.4 million was converted into 674,637 shares of our common stock (after giving effect to our 1-for-2.05 reverse stock split

that occurred on December 11, 2023) at a conversion rate of $ 2.05 per share resulting in a loss on the conversion of debt of $ 3.3 million.

with $ 0.1 million outstanding as of December 31, 2023.

There was no line of credit during 2022.

of $ 3.73 per share (See Note 6).

the year ended December 31, 2023, the Company received $ 1.5

million in advances from a line of credit from

Bay Shore Trust.

On November 30, 2023, $ 1.4

million was converted into 674,637

shares of our Common Stock (after giving effect

to our 1-for-2.05

reverse stock split that occurred on December

11, 2023) at a conversion rate of $ 2.05

per share resulting in a loss on the conversion

of debt of $ 3.3

million, with $ 0.1

million outstanding as of December 31, 2023.

As of December 31, 2024, the line of credit has been paid in full and is no longer outstanding.

Trust Line of Credit and Stock Purchase Agreement

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.

sole owner of Bay Shore Trust as well as our largest shareholder, 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 $ 5 million

from the Starwood Trust at any time up until September 24, 2026, the second anniversary of the note.

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 in which in the event of the Company misses payment, makes false representations,

fails to comply in any material respect to covenants, files for bankruptcy, or experiences a material adverse change in is assets or operations

than 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, provides for prepayment at any time without penalty, and accrues simple interest at a rate equal 7 %

As of December 31, 2024, the Company has not borrowed any amounts under the Starwood Note.

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.

agreement - See Note 3.

Party Travel Costs- On April 1, 2023 the Company entered into an Agreement For Shared Lease Costs (the “Shared Agreement”)

with MIRALOGX, LLC, a related party.

Under the Shared Agreement, the Company agrees to make monthly contributions or payments in accordance

with its use of shared aircraft toward rent payments.

During the years ended December 31, 2023 and December 31, 2022, the Company incurred

$ 1.8 million and $ 0 , respectively, for travel-related expenses to the related party for rental charges and airplane-related expenses.

Party Rental Agreement- see Note 5 for Variable Lease

Company’s corporate headquarters is in Baltimore, Maryland, which includes a lease for office space.

This lease began in November

2022 and was amended in April 2023.

This space is approximately 550 square feet and has a remaining base rent of $ 0.005 million payable

through April 2024.

Rent is payable in monthly installments and is subject to yearly price increases.

Company has elected not to disclose a right of use asset and liability as provided for in ASC 842, Leases, given the lease has less than

12 months remaining until maturity.

lease costs primarily include utilities, property taxes, and other operating costs that are passed on from the lessor.

Variable lease

costs related to the aircraft include usage expenses, which includes pilot expenses, jet fuel and general flight expenses.

Party Travel Costs

April 1, 2023 the Company entered into an Agreement For Shared Lease Costs (the “Shared Agreement”) with MIRALOGX, LLC, a

related party under which we have agreed to pay our pro rata share of the operating usage costs owing by MIRALOGX under an aircraft lease

agreement between MIRALOGX and Supera Aviation I LLC (“Supera Aviation”) based on our usage of the leased aircraft each month.

No amounts are payable by the Company under this agreement unless and to the extent the Company chooses to utilize the leased aircraft,

and the Company may discontinue the use of the aircraft and terminate this agreement at any time.

Supera Aviation is a company owned

by Starwood Trust, a trust established by Mr.

Williams, the Company’s founder and largest shareholder.

For the year ended December 31, 2024 and December 31, 2023, the Company incurred

$ 0.37 million and $ 1.77 million, respectively, in expenses under the aircraft lease agreement.

The aircraft lease was terminated in April

2024 and no other costs will be incurred under this agreement (See Note 5 Variable lease costs).

Pharmaceuticals, Inc.

to the financial statements

31, 2024 and 2023

Party Rental Agreement - see Note 5 for Variable lease costs.

Company’s former corporate headquarters was located in Baltimore, Maryland, which included a lease for office space.

began in November 2022 and expired in April 2024.

The lease was not renewed.

align with the accounting and administrative staff detailed below, the Company moved all remaining corporate

activities in April 2024 to the shared space in Tampa, Florida referenced below within variable lease costs.

In September 2024, the

Company decided to no longer utilize the shared space and moved to a virtual office model and does not have a physical office space

as of December 31, 2024.

lease costs primarily include utilities, property taxes, and other operating costs that are passed on from the lessor for the former

corporate headquarters in Baltimore, Maryland.

Variable lease costs related to the usage of the MIRALOGX airplane include usage expenses,

which includes pilot expenses, jet fuel and general flight expenses that totaled to $ 0.32 million in 2024 and $ 1.3 million in 2023

August 1, 2023, the Company’s accounting and administrative staff began sharing office space with a related party in Tampa, Florida.

As of December 31, 2023, there is no formal agreement, pending a revised lease agreement from the landlord.

As such, the Company has

agreed to split the cost of the Tampa lease pending an executed lease.

During the year ended December 31, 2023, this variable least cost

related to the Tampa, Florida space totaled $ 0.011 million.

During the year ended December 31, 2024, this variable least cost related to the Tampa, Florida space totaled $ 0.02 million.

components of lease expense were as follows:

Schedule of Components of Lease Expense

Year ended December 31,

of components of lease expenses

ended December 31,

Operating lease cost

Operating lease

Variable lease costs

Total lease cost

10 unchanged sentences

have been adjusted to reflect the reverse stock split.

Unless otherwise noted, the share and per share information in this Annual Report

Unless otherwise noted, all share and per share information in this Report retrospectively

reflects the reverse stock split.

During the year ended December 31, 2023, the Company conducted a private

placement offering in which 268,025 shares were issued for a total of $ 0.9 million in net proceeds to the Company.

February 13, 2024, the Company closed its initial public offering consisting of 1,000,000 shares at a price of $ 7.00 per

share for approximately $ 7.0 million in gross proceeds.

After deducting the underwriting commission and other offering expenses

totaling $ 1.2 million, the net proceeds to the Company were $ 5.8 million (the “IPO”).

December 9, 2024, Starwood Trust, a related party, 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.

During the year ended December 31, 2024, deferred

offering costs from December 31, 2023 of $ 303,281 and offering costs of $ 863,744 incurred in 2024 were charged against additional paid

Pharmaceuticals, Inc.

to the financial statements

31, 2024 and 2023

connection with various transactions and the IPO summarized below, the Company issue stock warrants.

Warrant activity for the year ended

December 31, 2024 is summarized below:

of warrant activity

Intrinsic Value

Balance Outstanding as January 1, 2023

Balance Outstanding as December 31, 2023

Balance Outstanding as December 31, 2024

Exercisable, December 31, 2024

warrants herein consist of various contractual terms.

The warrants herein consist of 2,439,025

warrants issued to Bay Shore

Trust that have a remaining contractual term of 4.5

years as of December 31, 2023,

warrants issued to investors

associated with the 2023 Private Placement that currently have an indeterminable contractual term.

See disclosures below for more information

on these warrants

(2) The warrants herein

consist of various contractual terms.

The warrants herein consist of 2,429,025 warrants issued to Bay Shore Trust that have a remaining

contractual term of 3.5 years as of December 31, 2024, 335,032 warrants issued to investors associated with the 2023 Private Placement

that currently have an indeterminable contractual term, and 50,000 warrants issued to underwriters as part of the IPO with a remaining

contractual life of 3.2 years.

See disclosures below for more information on these warrants

placement Warrants

4 unchanged sentences

Both issuances of warrants

are immediately vested and will be exercisable any time until the day that is one year plus ninety days from the date an Investigational

New Drug filing is made with the Food and Drug Administration.

Shore Trust warrants

consideration of the line of credit provided by the Bay Shore Trust, the Company issued to the Bay Shore Trust a common stock purchase

warrant on June 15, 2023 giving the Bay Shore Trust the right to purchase up to 2,439,025 shares of common stock at an exercise price

of $ 3.73 per share.

This warrant will expire five years after the date of grant.

fair value of the warrants were estimated on the grant date using the Black-Scholes valuation model and level 3 inputs based on assumptions

for expected volatility, expected dividends, expected term, and the risk-free interest rate, which resulted in $ 5.95 million of deferred

financing costs.

This cost was recorded as deferred financing costs and additional paid in capital on the accompanying condensed balance

sheet and is amortized straight-line over the term of the line of credit (which is 24 months).

Associated amortization of deferred finance

costs is recorded to interest expense on the condensed income statement of operations.

are immediately vested and will be exercisable any time until the day that is one year plus ninety days from the date an IND filing is

made with the FDA.

Shore Trust Warrants (Note 4)

consideration of the line of credit provided by the Bay Shore Trust, the Company issued to the Bay Shore Trust a common stock

purchase warrant on June 15, 2023 giving the Bay Shore Trust the right to purchase up to 2,439,025 shares

of common stock at an exercise price of $ 3.73 per

This warrant will expire five

years after the date of grant..

The fair value of the warrants were estimated on the grant date using the Black-Scholes

valuation model and level 3 inputs based on assumptions for expected volatility, expected dividends, expected term, and the

risk-free interest rate, which resulted in $ 5.95 million

of deferred financing costs.

This cost was recorded as deferred financing costs and additional paid in capital on the accompanying

balance sheet and is amortized straight-line over the term of the line of credit (which is 24 months).

Associated amortization of

deferred finance costs is recorded to interest expense on the income statement of operations.

The line of credit expired upon the

IPO occurring in February 2024, and as such the remaining deferred financing costs associated with the warrant was fully amortized

to interest expense.

As of December 31, 2024, the warrant is fully amortized.

November 22, 2024, Bay Shore Trust transferred 100,000 warrants to an unaffiliated party as part of a gift transfer.

December 2024, 10,000 Common Stock warrants were exercised at an exercise price of $ 3.73 per share and the Company issued 10,000 shares

of Common Stock upon such exercise in exchange for $ 37,300 delivered to the Company.

assumptions used to value warrants during the year ended December 31, 2023 are as follows:

3 unchanged sentences

Fair Market Value of underlying Common Stock

Weighted average expected life in years

Expected term in years

Dividend yield

connection with the IPO in February 2024, the Company issued 50,000 warrants

to purchase Common Stock to the IPO underwriter (or its designees) at an exercise price of $ 7.00 which

are exercisable immediately and expire in the four-and-a-half-year period commencing six months after the commencement of

sales in the IPO.

The warrants provide for registration

rights (including a one-time demand registration right and piggyback registration rights that expire 5 years from the commencement

of sales of the offering) and customary anti-dilution provisions as permitted under FINRA Rule 5110(g)(8).

The fair value of the warrants were estimated on the grant date using the Black-Scholes valuation model and level

3 inputs based on assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate, which resulted

in $ 0.2 million of equity issuance costs.

The warrants were

considered equity issuance costs and therefore there was no financial statement impact during the year ended December 31,

assumptions used to value underwriter warrants in February 2024 are as follows:

of key assumptions used to value warrants

Expected price volatility

Risk-free interest rate

Fair Market Value of underlying Common Stock

Expected term in years

Dividend yield

Pharmaceuticals, Inc.

to the financial statements

31, 2024 and 2023

Omnibus Incentive Plan

December 2023, the Company’s Board of Directors adopted the Company’s 2023 Omnibus Incentive Plan, (“2023 Omnibus Plan”).

The 2023 Omnibus 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

2023 Omnibus Plan provides that 6,500,000 shares of the Company’s Common Stock are reserved for issuance under the 2023

Omnibus Plan, all of which may be issued pursuant to the exercise of incentive stock options.

fair value of each option award is estimated on the grant date using the Black-Scholes valuation model that uses assumptions for expected

volatility, expected dividends, expected term, and the risk-free interest rate.

Expected price volatility is based on the historical

volatilities of a peer group as the Company does not have a multi-year trading history for its shares.

Industry peers consist of several

public companies in the biotech industry similar to the Company in size, stage of life cycle and product indications.

The Company intends

to continue to consistently apply this process using the same or similar public companies until a sufficient amount of historical information

regarding the volatility of the Company’s own stock price becomes available, or unless circumstances change such that the identified

companies are no longer similar to the Company, in which case, more suitable companies whose share prices are publicly available would

be utilized in the calculation.

term of options granted is derived using the “simplified method” which computes expected term as the average of the sum of

the vesting term plus contract term.

The risk-free rate is based on the 5-year U.S.

Treasury yield curve in effect at the time of grant.

The Company recognizes forfeitures as they occur.

the year ended December 31, 2024, a total of 2,370,170

options to purchase Common Stock, with an aggregate fair market value of approximately $ 9.1

million with a weighted average fair value per share of $ 3.83 were granted to the members of the Company’s Board of Directors,

executive officers, employees and consultants of the Company.

The options have an exercise price of $ 5.02 ,

years from the grant date, and vest over various terms ranging from immediate vesting upon grant to the second anniversary of the

following is option activity during the year ended December 31, 2024.

of option activity

Outstanding as January 1, 2024

Options granted

Outstanding as December 31, 2024

of December 31, 2024, options exercisable totaled 2,352,670 .

The Company recognized approximately $ 6.9 million in stock-based compensation

There are approximately $ 2.2 million of unrecognized compensation cost

related to non-vested share-based compensation awards, which will be expensed through 2026.

Schedule of non vested share based compensation

Exercise Price

Average Remaining Contractual Life (Years)

Average Exercise Price

Intrinsic Price

assumptions used to value stock options during the year ended December 31, 2024, are as follows:

of key assumptions used to value stock options

Expected volatility

88.8 %- 90.4 %

Risk-free interest rate

Exercise price

Expected term (in years)

to 5.62 years

Dividend yield

Pharmaceuticals, Inc.

to the financial statements

31, 2024 and 2023

7 – Income Taxes

3 unchanged sentences

Deferred tax assets

Net operating loss carry-forward

Section 174 Qualified Research Expenditures

Net operating

loss carry-forward

Section 174 Qualified Research

Stock Compensation

Deferred tax assets, gross

valuation allowance

( 7,182,483 )

Deferred tax assets, net

Deferred tax liabilities

Total net deferred tax asset

net deferred tax asset

in 2022, in accordance with Internal Revenue Code Section 174, Qualified Research Expenditures are capitalized for tax purposes and amortized

9 unchanged sentences

$ ( 846,351 )

Change in valuation allowance

in valuation allowance

Total deferred

Total provision for income taxes

provision for income taxes

Topic 740 requires that a deferred tax amount be reduced by a valuation allowance if, based on the weight of available evidence it is

7 unchanged sentences

The net operating loss carryforwards have no expiry

8 – Subsequent events

Public Offering

February 13, 2024, the Company closed its initial public offering consisting of 1,000,000 shares at a price of $ 7.00 per share for approximately

$ 7.0 million in gross proceeds.

After deducting the underwriting commission and other offering expenses totaling $ 0.7 million, the net

proceeds to the Company was $ 6.3 million (the “IPO”).

shares were offered and sold pursuant to the Company’s Registration Statement on Form S-1, as amended (File No.

333-275534), originally

filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2023 (the “Registration Statement”)

and the final quarterly report filed with the Commission pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended.

The Registration

Statement was declared effective by the Commission on February 8, 2024.

The common stock began trading on The Nasdaq Capital Market on

February 9, 2023 under the symbol “TELO”.

The closing of the IPO occurred on February 13, 2024.

reconciliation of the statutory U.S.

federal income tax rate to the Company’s effective income tax rate is as follows:

of reconciliation of effective income tax rate

Year Ended December 31, 2024

Tax Benefit at U.S.

Federal Statutory Rate

( 3,471,870 )

State Taxes, Net of Federal Benefit

Change in Valuation Allowance

Permanent Items

( 2,182,803 )

State Rate Change

Net actual effective rate

accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the

undersigned, thereunto duly authorized.

PHARMACEUTICALS, INC.

March 28, 2024

Chris Chapman

TELOMIR PHARMACEUTICALS, INC.

February 4, 2025

Executive Officer

Executive Officer)

Nathen Fuentes

Michelle Yanez

Financial Officer

2 unchanged sentences

and on the dates indicated.

Christopher Chapman

Executive Officer and Chairman

Executive Officer)

Nathen Fuentes, CPA

Michelle Yanez, MBA

Financial Officer

Financial Officer and Principal Accounting Officer)

Christos Nicholoudis, Esq.

Counsel and Director

Nicholoudis, Esq.

Michael Jerman, CPA

Hugh McColl III

Ned MacPherson.

Matthew Pratt Whalen, CPA

Pratt Whalen, CPA

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 9A. Controls and Procedures