Telomir Pharmaceuticals, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________to _______________ Commission file number 001-41952 Telomir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Florida 87-2606031 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 100 SE 2nd St , Suite 200 #1009 Miami , Florida 33131 (Address of principal executive offices) (Zip Code) Registrant’s telephone number (including area code): (786) 396-6723 Not Applicable (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class: Trading symbol Name of each exchange on which registered Common Stock, no par value TELO The Nasdaq Capital Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of November 7, 2025, there were 34,380,971 shares of registrant common stock issued and outstanding. TELOMIR PHARMACEUTICALS, INC. Quarterly Report on Form 10-Q TABLE OF CONTENTS Page Part I. Financial Information Item 1. Condensed Financial Statements (unaudited) 3 Condensed Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024 3 Condensed Statements of Operations for the three and nine months ended September 30, 2025 and 2024 (unaudited) 4 Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the three and nine months ended September 30, 2025 and 2024 (unaudited) 5 Condensed Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (unaudited) 6 Notes to Condensed Financial Statements (unaudited) 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 14 Item 3. Quantitative and Qualitative Disclosures about Market Risk 19 Item 4. Controls and Procedures 19 Cautionary Note on Forward Looking Statements 20 Part II. Other Information 21 Item 1 Legal Proceedings 21 Item 1A. Risk Factors 21 Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 21 Item 3 Defaults upon Senior Securities 21 Item 4 Mine Safety Disclosures 21 Item 5 Other Information 21 Item 6. Exhibits 21 Signatures 22 2 TELOMIR PHARMACEUTICALS, INC. CONDENSED BALANCE SHEETS September 30, December 31, 2025 2024 (unaudited) ASSETS Current assets: Cash $ 7,329,298 $ 1,266,131 Prepaid expenses 72,819 57,874 Total current assets 7,402,117 1,324,005 Total assets $ 7,402,117 $ 1,324,005 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Trade accounts payable and accrued liabilities $ 329,375 $ 587,536 Due to related parties 93,432 93,432 Total current liabilities 422,807 680,968 Total liabilities $ 422,807 $ 680,968 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, 33,830,971 and 29,762,671 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively. - - Additional paid-in capital 45,928,180 31,239,895 Accumulated deficit ( 38,948,870 ) ( 30,596,858 ) Total stockholders’ equity 6,979,310 643,037 Total liabilities and stockholders’ equity $ 7,402,117 $ 1,324,005 See notes to condensed unaudited financial statements 3 TELOMIR PHARMACEUTICALS, INC. CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 (Unaudited) Three Months Ended September, Nine Months Ended September 30, 2025 2024 2025 2024 Revenues $ - $ - $ - $ - Operating costs: General and administrative expenses 386,951 5,378,744 7,264,808 6,999,981 Related party travel costs - - - 370,500 Research and development expenses 759,525 627,434 1,139,360 1,966,258 Total operating costs 1,146,476 6,006,178 8,404,168 9,336,739 Interest income 44,182 15,445 53,544 40,939 Interest expense - - ( 1,388 ) ( 4,338,543 ) Net loss $ ( 1,102,294 ) $ ( 5,990,733 ) $ ( 8,352,012 ) $ ( 13,634,343 ) Basic and diluted loss per share $ ( 0.03 ) $ ( 0.20 ) $ ( 0.27 ) $ ( 0.46 ) Basic and diluted weighted average common stock shares outstanding 32,398,906 29,609,814 31,039,964 29,498,703 See notes to condensed unaudited financial statements 4 TELOMIR PHARMACEUTICALS, INC. CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 (Unaudited) Common Stock Additional Paid-In Accumulated Total Stockholders’ Shares Amount Capital Deficit Equity Balances, December 31, 2023 28,609,814 - $ 17,502,346 $ ( 14,064,142 ) $ 3,438,204 Issuance of common stock for cash, net 1,000,000 - 5,832,973 - 5,832,973 Net loss - - - ( 6,254,607 ) ( 6,254,607 ) Balances, March 31, 2024 29,609,814 - 23,335,319 ( 20,318,749 ) 3,016,570 Net loss - - - ( 1,389,003 ) ( 1,389,003 ) Balances, June 30, 2024 29,609,814 - 23,335,319 ( 21,707,752 ) 1,627,567 Net loss - - - ( 5,990,733 ) ( 5,990,733 ) Stock-based compensation - - 4,805,240 - 4,805,240 Balances, September 30, 2024 29,609,814 - $ 28,140,559 $ ( 27,698,485 ) $ 442,074 Balances, December 31, 2024 29,762,671 - $ 31,239,895 $ ( 30,596,858 ) $ 643,037 Balance 29,762,671 - $ 31,239,895 $ ( 30,596,858 ) $ 643,037 Stock-based compensation - - 1,375,686 - 1,375,686 Net loss - - - ( 2,179,828 ) ( 2,179,828 ) Balances, March 31, 2025 29,762,671 - 32,615,580 ( 32,776,686 ) ( 161,106 ) Issuance of common stock for cash in ATM, net 18,299 - 47,769 - 47,769 Issuance of common stock for cash, Related party 333,334 - 1,000,000 - 1,000,000 Issuance of common stock for services 400,000 - 840,000 - 840,000 Stock-based compensation - - 3,824,450 - 3,824,450 Net loss - - - ( 5,069,890 ) ( 5,069,890 ) Balances, June 30, 2025 30,514,304 - 38,327,799 ( 37,846,576 ) 481,223 Balances 30,514,304 - 38,327,799 ( 37,846,576 ) 481,223 Issuance of common stock for cash in ATM, net 2,650,000 - 5,502,239 - 5,502,239 Issuance of common stock for cash, Related party 666,667 2,000,000 2,000,000 Stock-based compensation - 98,142 - 98,142 Net loss - - - ( 1,102,294 ) ( 1,102,294 ) Balances, September 30, 2025 33,830,971 - $ 45,928,180 $ ( 38,948,870 ) $ 6,979,310 Balance 33,830,971 - $ 45,928,180 $ ( 38,948,870 ) $ 6,979,310 See notes to condensed unaudited financial statements 5 TELOMIR PHARMACEUTICALS, INC. CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended September 30, 2025 2024 Cash flows from Operating activities Net loss $ ( 8,352,012 ) $ ( 13,634,343 ) Adjustments to reconcile net loss to net cash used in operations Stock-based compensation expense 5,298,278 4,805,240 Issuance of common stock for services 840,000 - Amortization of debt issuance costs - 4,338,543 Change in operating assets and liabilities: Trade accounts payable and accrued liabilities ( 258,161 ) 102,574 Prepaid expenses ( 14,946 ) ( 76,634 ) Net cash used in operating activities ( 2,486,841 ) ( 4,464,620 ) Financing activities: Payments under related party line of credit - ( 101,000 ) Payments to related party - ( 433,946 ) Proceeds from sale of common stock, Related party 3,000,000 - Proceeds from sale of common stock 5,550,008 5,832,973 Net cash flows provided by financing activities 8,550,008 5,298,027 Net change in cash 6,063,167 833,407 Cash, beginning of period 1,266,131 1,231 Cash, end of period $ 7,329,298 $ 834,638 Supplemental schedule of non-cash financing activities: Cash paid for interest $ - $ - Cash paid for taxes $ - $ - See notes to condensed unaudited financial statements 6 TELOMIR PHARMACEUTICALS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS September 30, 2025 (Unaudited) Note 1. Description of business and summary of significant accounting policies : Telomir Pharmaceuticals (NASDAQ:TELO) is a pre-clinical stage biotechnology company developing therapies designed to target the root epigenetic mechanisms underlying cancer, aging, and degenerative disease. The Company’s lead candidate, Telomir-1, has demonstrated activity in preclinical studies involving modulation of DNA and histone methylation patterns, which may contribute to balanced gene expression, cellular function, and genomic stability. Telomir-1 is a novel oral small molecule metal ion regulator designed to extend telomere caps, maintain cellular balance, and combat oxidative stress, a key driver of aging and disease progression. By modulating essential metal ions such as iron, and copper, Telomir-1 may help protect against age related conditions, including Progeria (a rare genetic disorder that causes rapid aging in children), Wilson’s disease (a genetic disorder leading to toxic copper buildup in the body), and Age-related Macular Degeneration (AMD), as well as Type 2 diabetes, breast cancer, and Alzheimer’s disease. Basis of presentation The accompanying unaudited condensed financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, the instructions to Quarterly Report on Form 10-Q, and Regulation S-X. These financial statements do not include all information and notes required by GAAP for annual financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in the Company’s Form 10-K for the year ended December 31, 2024. In the opinion of management, all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation of interim financial information, have been included. Operating results for the periods presented are not necessarily indicative of expected results for the full year. Research and development expense Research and development costs are expensed in the period in which they are incurred and include the expenses paid to third parties, such as contract research organizations and consultants, who conduct research and development activities on behalf of the Company. Use of estimates The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results may differ from such estimates and such differences could be material. Significant estimates during the reporting periods include stock-based compensation and the deferred tax asset valuation allowance. Cash and cash equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturities of three months or less, when purchased, to be cash equivalents. The Company maintains cash balances at two financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company’s account at these institutions is insured by the FDIC up to $ 250,000 . On September 30, 2025, the Company had cash in excess of FDIC limits of approximately $ 7.1 million. 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. The Company deems these institutions to be of high caliber and, to date, has not experienced any losses related to these holdings. Stock-based compensation The Company accounts for stock-based compensation under the provisions of Financial Accounting Standards Board Accounting Standard Codification 718 (FASB ASC 718), “Compensation - Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, directors and consultants based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. The Company has elected to account for forfeiture of stock-based awards as they occur. 7 Fair value measurements and financial instruments The Company measures the fair value of financial instruments in accordance with GAAP which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. GAAP defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company considers the carrying amount of deferred offering costs to approximate fair value due to short-term nature of this instrument. GAAP describes three levels of inputs that may be used to measure fair value: Level 1 - quoted prices in active markets for identical assets or liabilities. Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions). Earnings (loss) per Share Earnings (loss) per share is computed in accordance with ASC Topic 260, “Earnings per Share”. 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. During the three and nine months ended September 30, 2025 and 2024, outstanding aggregate stock options and warrants of 7,004,227 and 5,194,127 , respectively, were not included in the computation of diluted earnings per share, because to do so would have had an antidilutive effect. Recent accounting pronouncements not yet adopted In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), which requires entities to provide more detailed disaggregation of expenses in the income statement, focusing on the nature of the expenses rather than their function. The new disclosures will require entities to separately present expenses for significant line items, including but not limited to, depreciation, amortization, and employee compensation. Entities will also be required to provide a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, disclose the total amount of selling expenses and, in annual reporting periods, provide a definition of what constitutes selling expenses. This pronouncement is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company does not expect the adoption of this new guidance to have a material impact on the consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This new standard requires a company to expand its existing income tax disclosures, specifically related to the rate reconciliation and income taxes paid. The standard will be effective beginning in fiscal year 2025, with early adoption permitted. The new standard is expected to be applied prospectively, but retrospective application is permitted. We are currently evaluating the impact of ASU 2023-09 on the consolidated financial statements and related disclosures. The Company does not expect the adoption of this new guidance to have a material impact on the consolidated financial statements. Management has considered all other recent accounting pronouncements that are issued, but not effective, and it does not believe that they will have a significant impact on the Company’s results of operations or financial position. Note 2. Going concern The 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. As of September 30, 2025, the Company had cash of approximately $ 7.3 million. The Company has used approximately $ 2.5 million of cash in operations during the nine months ended September, 2025, had a net loss of $ 8.4 million in the nine months ended September 30, 2025, and had stockholders’ equity and working capital of approximately $ 7.0 million at September 30, 2025. Historically, the Company has been primarily engaged in developing Telomir-1. During these activities, the Company sustained substantial losses. The Company’s ability to fund ongoing operations and future clinical trials required for FDA approval is dependent on the Company’s ability to obtain significant additional external funding in the near term. Since inception, the Company has financed its operations through its initial public offering in February 2024, additional equity financings in 2025, and related party financings-see Note 4. Additional sources of financing will be required by the Company to continue operations and its Telomir-1 programs. However, there can be no assurance that any fundraising will be achieved on commercially reasonable terms, if at all. 8 As of the date of filing this report, the Company will continue to generate losses and have insufficient cash and cash equivalents on hand to support its operations for at least the 12 months following the date 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 more 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. Note 3. License agreement, related party : The Company licenses the U.S. 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. On 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 Agreement”). On 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 thereof. 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. 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. The term of the license from MIRALOGX will continue through the date of the expiration of the last-to-expire licensed patent or, if later, the date of the expiration of the last strategic partnership/sublicensing agreement covering the licensed products. The patent rights are expected to extend through 2043, and additional patent terms may be awarded, including additional patent terms based on the time taken for regulatory review of drug products. The agreement also provides that Telomir may bring suit in its own name to enforce patent rights. MIRALOGX will control the prosecution of 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. Note 4. Related party transactions : Due to related parties- 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, 2024, there were advances received by the Company in the amount of $ 0.1 million for payments made regarding studies on behalf of Telomir. No additional activity has occurred as of September 30, 2025, and $ 0.1 million remains outstanding. Starwood Trust Line of Credit On September 24, 2024 the Company entered into an unsecured Promissory Note and Loan Agreement (“the Starwood Note”) with the Starwood Trust, a separate related party trust established by the Company’s founder 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 September 30, 2025, the Company has not borrowed any amounts under the Starwood Note. 9 Further, on December 9, 2024, Starwood Trust entered into a stock purchase agreement with the Company to purchase 142,857 shares of unregistered common stock at $ 7 a share for a total of $ 1.0 million in proceeds to the Company. Investment from Largest Shareholder On May 19, 2025, Telomir Pharmaceuticals, Inc. (the “Company”) entered into an agreement to raise $ 3 million in equity financing through a direct investment by The Bayshore Trust, an entity affiliated with the Company’s largest shareholder. The transaction was structured as a straight restricted common stock deal with no warrants. The Company issued 333,334 restricted shares of its common stock, no par value (the “Common Stock”) at a purchase price of $ 3.00 per share, representing an 18 % premium to the closing share price of the Common Stock of $ 2.54 on the date of execution (the “Bayshore Financing”). The Company received the initial payment of $ 1 million for the Bayshore Financing on May 20, 2025. In July 2025, an additional $ 2 million was received, for the issuance of 666,666 shares. License agreement - See Note 3. Note 5. Stockholders’ equity (deficit) : Capital stock The Company has the authority to issue 400,000,000 shares of capital stock, consisting of 300,000,000 shares of Common Stock and 100,000,000 shares of undesignated preferred stock, whose rights and privileges will be defined by the Board of Directors when a series of preferred stock is designated. Investment from Largest Shareholder On May 19, 2025, Telomir Pharmaceuticals, Inc. (the “Company”) entered into an agreement to raise $ 3 million in equity financing through a direct investment by The Bayshore Trust, an entity affiliated with the Company’s largest shareholder. The transaction was structured as a straight restricted common stock deal with no warrants. The Company issued 333,334 restricted shares of its common stock, no par value (the “Common Stock”) at a purchase price of $ 3.00 per share, representing an 18 % premium to the closing share price of the Common Stock of $ 2.54 on the date of execution (the “Bayshore Financing”). The Company received the initial payment of $ 1 million for the Bayshore Financing on May 20, 2025. In July 2025, an additional $ 2 million was received, for the issuance of 666,667 shares. ATM Agreement On February 14, 2025, the Company filed a shelf registration statement with the SEC to facilitate the issuance of our common stock and entered into an At The Market Offering Agreement (the “ATM Agreement”) with Rodman & Renshaw LLC under which the Company may offer and sell shares of its Common Stock, with an aggregate offering amount sold of up to $ 100,000,000 . During the nine months ended September 30, 2025, the Company sold a total of 2,668,300 shares of its common stock, at a weighted average price of $ 2.17 for total proceeds of $ 5,550,008 , net of costs of $ 230,292 . Restricted Stock Units On May 27, 2025, 400,000 fully vested common shares were granted for services to the Company’s CEO. The restricted shares were valued at $ 840,000 based on the stock quoted trading price at the grant date and were expensed immediately as compensation expense. 10 Warrants In connection with various transactions and the IPO summarized below, the Company issued stock warrants. Warrant activity for the nine months ended September 30, 2025 and 2024 is summarized below: Schedule of warrant activity Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (Years) Value Outstanding as December 31, 2023 2,774,057 $ 4.85 4.5 (1) - Granted 50,000 $ 7 4.1 - Outstanding as September 30, 2024 2,824,057 $ 4.89 4.25 - Outstanding as December 31, 2024 2,814,057 $ 4.97 3.49 (2) - Granted - $ - - - Outstanding as of September 30, 2025 2,814,057 $ 4.97 2.7 (2) - Exercisable, September 30, 2025 2,814,057 $ 4.97 2.7 (2) - (1) 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 4.5 years as of December 31, 2023, and 335,032 warrants issued to investors associated with the 2023 Private Placement that currently have an indeterminable contractual term. (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 2.7 years as of September 30, 2025, 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 2.65 years. In 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 . These warrants are exercisable immediately and will expire in the four-and-a-half-year period commencing six months after the February 2024 IPO. The warrants will be exercisable at any time and from time to time, in whole or in part. 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). Private placement Warrants During the year ended December 31, 2023, the Company issued to the 2023 Private Placement investors a Common Stock warrant the right to purchase up to 268,025 shares of common stock at an exercise price of $ 15.42 per share. The Company also issued to the placement agent a Common Stock warrant the right to purchase up to 67,007 shares of common stock at an exercise price of $ 3.73 per share. 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 IND filing is made with the FDA. 2023 Omnibus Incentive Plan In 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 The 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. Stock-based compensation The 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. Expected 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. 11 The following is option activity during the nine months ended September 30, 2025 and September 30, 2024: Schedule of option activity Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding as December 31, 2023 - $ - - $ - Options granted 2,370,170 $ 5.02 9.9 $ - Expired - - Forfeitures - - Outstanding as September 30, 2024 2,370,170 $ 5.02 9.9 $ - Outstanding as December 31, 2024 2,352,670 $ 5.02 9.6 $ - Options granted 2,050,000 $ 2.12 - $ - Expired ( 62,500 ) $ 5.02 - $ - Forfeitures ( 150,000 ) $ 5.02 - $ - Outstanding as September 30, 2025 4,190,170 $ 3.60 9.2 $ - Exercisable 4,120,170 $ 3.60 9.2 $ - On May 13, 2025, the Company’s CFO was granted 50,000 options to purchase Common Stock with an aggregate fair market value of approximately $ 0.1 million. The options have a term of 10 years from the grant date. These options vest as follows: 50% vest on the 6-month anniversary of the date of grant and the remaining 50% vest on the 12-month anniversary of the date of grant. On May 27, 2025, the Company’s CEO was granted 2,000,000 options to purchase Common Stock with an aggregate fair market value of approximately $ 3.7 million. The options have a term of 10 years from the grant date and were all vested as of the grant date. The fair value of the options granted in 2025 were estimated on the grant date using the Black-Sholes valuation method and level 3 inputs based on assumptions for expected volatility, expected dividends, expected term and the risk-free interest rate which resulted in $ 3.8 million in option valuation during the nine months ended September 30, 2025. Key assumptions used to value warrants issued in the quarter are as follows: Schedule of key assumptions used to value warrants issued Expected price volatility range 92.45 %- 138.97 % Risk-free interest rate range 4.08 %- 4.15 % Fair Market Value of Underlying Common Stock range $ 1.87 -$ 2.06 Expected Term in Years range 5 - 5.37 years Dividend yield - Unrecognized compensation expenses as of September 30, 2025 was $ 0.13 million to be recognized through September 2026. The Company recognized approximately $ 5.3 million in stock-based compensation in the nine months ended September 30, 2025. 12 Note 6. Segment Information The Company operates in one reportable segment related to the development and commercialization of pharmaceuticals targeting neurologic and neuropsychiatric disorders. The CODM for the Company is the Chief Executive Officer (the “CEO”). The Company’s CEO reviews operating results on an aggregate basis and manages the Company’s operations as a whole for the purpose of evaluating financial performance and allocating resources. Accordingly, the Company has determined that it has a single reportable and operating segment structure. The CEO uses aggregate net loss to allocate resources in the annual budgeting and forecasting process and also uses that measure as a basis for evaluating financial performance regularly by comparing actual results with established budgets and forecasts. The accounting policies of the Company’s single segment are the same as those described in the summary of significant accounting policies within Note 1. The CEO assesses performance for the Company and decides how to allocate resources based on the aggregate net loss that is also reported on the statement of operations as net loss. The measure of segment assets is reported on the balance sheets as total assets. The table below provides information about the Company’s revenue, significant segment expenses and other segment expenses. Schedule of segment information Three Months Ended Septembder 30, Nine Months Ended September 30, 2025 2024 2025 2024 Revenues $ - $ - $ - $ - Less segment expenses: Operating costs: General and administrative expenses 386,951 5,378,744 7,264,808 6,999,981 Related party travel costs - - - 370,500 Research and development expenses 759,525 627,434 1,139,360 1,966,258 Total operating costs 1,146,476 6,006,178 8,404,168 9,336,739 Interest income (expense), net 44,182 15,445 52,156 ( 4,297,604 ) Segment net loss $ ( 1,102,294 ) $ ( 5,990,733 ) $ ( 8,352,012 ) $ ( 13,634,343 ) Note 7. Subsequent Events ATM Offering On October 9, 2025, the Company sold a total of 550,000 shares of its common stock, no par value, in block sales to institutional investors, at an average price of $ 1.90 per share, through its at-the-market equity offering facility. Net proceeds totaled $ 1,003,200 , after deducting fees and expenses. The trades for the Offering were facilitated through Rodman & Renshaw, via the StockBlock platform. Letter of Intent On October 17, 2025, the Company executed a binding Letter of Intent (the “LOI”) to acquire TELI Pharmaceuticals, Inc., a related party company, securing worldwide rights to its lead investigational therapy, Telomir-1. The transaction aligns Telomir’s U.S. rights with TELI’s ex-U.S. intellectual property portfolio, which includes filings across Europe, Canada, Mexico, China, Japan, South Korea, India, Israel, Australia, Argentina, Uruguay, Taiwan, and the United Arab Emirates-creating a single global owner positioned to capture the full commercial value of Telomir-1 across oncology, metabolic, and age-related diseases. The proposed transaction also includes up to $ 5 million in potential contributions, in cash or cash equivalents, from certain TELI shareholders over the duration of the collaboration, with $ 1 million due at closing, $ 2 million upon IND acceptance, and $ 2 million upon Phase 1/2 initiation. The transaction is subject to shareholder and board approval. 13 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis should be read in conjunction with the Condensed Financial Statements and Notes thereto included elsewhere in this Quarterly Report. This discussion contains certain forward-looking statements that involve risks and uncertainties. The Company’s actual results and the timing of certain events could differ materially from those discussed in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth herein and elsewhere in this Quarterly Report and in the Company’s other filings with the SEC. See “Cautionary Note Regarding Forward Looking Statements” below. As used in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, unless otherwise indicated, the terms “the Company”, “we”, “us”, “our” and similar terminology refer to Telomir Pharmaceuticals, Inc. Telomir Pharmaceuticals (NASDAQ:TELO) is a pre-clinical stage biotechnology company developing therapies designed to target the root epigenetic mechanisms underlying cancer, aging, and degenerative disease. The Company’s lead candidate, Telomir-1, has demonstrated activity in preclinical studies involving modulation of DNA and histone methylation patterns, which may contribute to balanced gene expression, cellular function, and genomic stability. Telomir-1 is a novel oral small molecule metal ion regulator designed to extend telomere caps, maintain cellular balance, and combat oxidative stress, a key driver of aging and disease progression. By modulating essential metal ions such as iron, and copper, Telomir-1 may help protect against age related conditions, including Progeria (a rare genetic disorder that causes rapid aging in children), Wilson’s disease (a genetic disorder leading to toxic copper buildup in the body), and Age-related Macular Degeneration (AMD), as well as Type 2 diabetes, cancer, and Alzheimer’s disease. Telomir-1 Program Overview Telomir-1 is an investigational, orally administered small-molecule candidate designed to target fundamental biological processes believed to contribute to aging, cancer, metabolic, and other age-related diseases. The compound acts as a regulator of essential metal ions and an epigenetic modulator, influencing cellular pathways that govern oxidative stress, mitochondrial function, DNA methylation, and telomere maintenance—core mechanisms broadly implicated in degenerative, inflammatory, metabolic, and oncologic conditions. Epigenetics refers to the way cells control gene activity without altering the underlying DNA sequence. One important epigenetic process, DNA methylation, functions as a molecular “dimmer switch,” turning specific genes on or off. Over time, abnormal methylation patterns can silence genes that help regulate cell repair, detoxification, or immune balance. Mitochondria are the cell’s energy-producing structures and are sensitive to oxidative stress, while telomeres are protective DNA caps at the ends of chromosomes that naturally shorten with each cell division. These systems collectively influence how quickly cells age and maintain healthy function. Preclinical studies indicate that Telomir-1 and its zinc-bound form (Telomir-Zn) exhibit selective metal-ion–binding properties. The molecule demonstrates a high affinity for iron (Fe) and copper (Cu) ions and a lower affinity for zinc (Zn), allowing it to exchange or chelate excess Fe and Cu while maintaining beneficial zinc balance. This selective exchange mechanism has been associated in laboratory models with decreased redox stress, improved mitochondrial stability, and modulation of metal-dependent epigenetic enzymes such as histone demethylases (KDM5, KDM6A/UTX, and JMJD3). These findings suggest that Telomir-1’s biological activity may derive in part from the restoration of normal metal-ion homeostasis—a process believed to play a key role in oxidative stress, inflammation, and cellular aging. In preclinical models, Telomir-1 demonstrated metal-ion–dependent effects on oxidative balance and mitochondrial protection, including normalization of intracellular calcium release and redox stress and restoration of mitochondrial activity in Progeria fibroblast models. In an in-vivo Caenorhabditis elegans (C. elegans) longevity assay, Telomir-1 extended lifespan and improved mobility, suggesting a possible impact on biological-aging rate. Telomir-1 inhibited several iron- and copper-dependent histone demethylase enzymes (KDM5, KDM6A/UTX, and JMJD3) and in prostate-cancer xenograft model derived from PC3 cells, reversed promoter hypermethylation of tumor-suppressor and immune-regulatory genes including STAT1, CDKN2A, GSTP1, MASPIN, RASSF1A, CASP8, and TMS1, restoring pathways associated with apoptosis, detoxification, and immune signaling. In oncology research, Telomir-1 reduced tumor growth in a murine xenograft model of aggressive human prostate cancer (PC3 cells) and decreased cancer-cell viability in vitro in prostate, pancreatic, and triple-negative breast-cancer cell lines. In aging-related models, Telomir-1 reversed telomere shortening and restored telomere length beyond wild-type levels in an accelerated-aging zebrafish model mimicking Progeria and Werner syndromes. 14 Additional preclinical studies demonstrated disease-specific activity in degenerative and metabolic models. In an age-related macular-degeneration (AMD) model, Telomir-1 restored visual function and retinal structure, reduced oxidative stress, and reconstituted multiple retinal layers, supporting a potential regenerative mechanism in oxidative retinal injury. In a Wilson’s-disease model, Telomir-1 improved neuromotor performance, reduced liver-copper accumulation, and normalized hepatic and renal histopathology scores, indicating multi-organ protective effects distinct from traditional metal-chelating agents. In metabolic models of Type 2 diabetes, Telomir-1 improved glucose metabolism and insulin sensitivity, consistent with its observed effects on mitochondrial and redox regulation. Collectively, these preclinical findings suggest that Telomir-1 may function as a multi-target small-molecule regulator that integrates metal-ion balance, mitochondrial protection, epigenetic remodeling, and telomere preservation—biological processes thought to underlie aging, cancer, metabolic dysfunction, and several related pathologies. Telomir-1 has not been evaluated in humans, and there is no assurance that these preclinical results will translate into clinical safety or efficacy. Recent Developments — Binding Letter of Intent for Worldwide Rights to Telomir-1 On October 17, 2025, we executed a binding Letter of Intent (the “LOI”) to acquire TELI Pharmaceuticals, Inc., thereby securing worldwide rights to the Company’s lead investigational therapy, Telomir-1. The proposed transaction would align the Company’s existing U.S. intellectual-property rights with TELI’s ex-U.S. portfolio, consolidating ownership across key territories including Europe, Canada, Mexico, China, Japan, South Korea, India, Israel, Australia, Argentina, Uruguay, Taiwan, and the United Arab Emirates. Under the LOI, each outstanding share of TELI common stock would be exchanged for shares of the Company’s common stock, with the final exchange ratio to be determined by an independent valuation. The LOI also provides for up to $5 million in potential shareholder contributions from certain TELI shareholders, payable in cash or cash equivalents over the course of the collaboration — $1 million at closing, $2 million upon acceptance of an Investigational New Drug (IND) application by the U.S. Food and Drug Administration, and $2 million upon initiation of a Phase 1/2 clinical trial. The closing of the proposed acquisition is not conditioned upon the funding of these milestone-based shareholder contributions. The transaction remains subject to customary conditions, including completion of due diligence, negotiation of definitive agreements, and approval by the shareholders of both companies. There can be no assurance that the parties will enter into definitive agreements or that the transaction will be completed. If consummated, the acquisition would establish Telomir as the single global owner of Telomir-1 intellectual-property assets and is expected to enhance the Company’s ability to pursue future strategic collaborations, licensing arrangements, or regional partnership opportunities. To date, we have not generated any revenue nor do we expect to generate revenue unless and until we successfully complete preclinical and clinical development of, receive regulatory approval for, and commercialize a program and we do not know when, or if at all, that will occur. We expect our expenses to increase substantially in connection with our ongoing activities, particularly as we advance the preclinical activities and studies and initiate clinical trials. In addition, if we obtain regulatory approval for any programs, we expect to incur significant expenses related to production of sales, marketing, and distribution to the extent that such sales, marketing and distribution are not the responsibility of potential collaborators. We expect to incur additional costs associated with operating as a public company. We had net losses of $1.1 million and $6.0 million for the three months ended September 30, 2025 and 2024, respectively and $8.4 million and $13.7 million for the nine months ended September 30, 2025 and 2024, respectively. Highlights – Three Months Ended September 30, 2025 and beyond ● On May 19, 2025, Telomir Pharmaceuticals, Inc. (the “Company”) entered into an agreement to raise $3 million in equity financing through a direct investment by The Bayshore Trust, an entity affiliated with the Company’s largest shareholder. The transaction was structured as a straight restricted common stock deal with no warrants. The Company issued 333,334 restricted shares of its common stock, no par value (the “Common Stock”) at a purchase price of $3.00 per share, representing an 18% premium to the closing share price of the Common Stock of $2.54 on the date of execution (the “Bayshore Financing”). The Company received the initial payment of $1 million for the Bayshore Financing on May 20, 2025. On July 24, 2025, an additional $2 million was received, for the issuance of 666,666 shares. ● On July 17, 2025, we reported new preclinical results evaluating the effects of its lead candidate, Telomir-1, in a murine xenograft model using P3 human prostate cancer cells. The data demonstrated that Telomir-1 reversed epigenetic silencing by DNA methylation of the STAT1 gene, a tumor suppressor and immune response regulator, in a dose-dependent manner. ● On July 18, 2025, we sold a total of 1,100,000 shares of our common stock, no par value, in block sales to institutional investors, at an average price of $2.6045 per share (a premium to the prior day’s close), through its at-the-market equity offering facility. 15 ● On July 23, 2025, we reported new preclinical results showing that its lead compound, Telomir-1, restored mitochondrial function without triggering oxidative stress or cell proliferation in human cells derived from a patient with Hutchinson-Gilford Progeria Syndrome (HGPS). ● On August 7, 2025, we reported new preclinical data revealing that Telomir-1 potently inhibits three key histone demethylase enzymes-JMJD3, FBXL10, and FBXL11-that regulate gene expression through epigenetic mechanisms. These enzymes are known to influence tumor progression, immune response, metabolic function, and neuroinflammation. ● On August 27, 2025, we sold a total of 350,000 shares of our common stock, no par value, in block sales to institutional investors, at an average price of $1.95 per share, (a premium to the prior day’s close), through our at-the-market equity offering facility. ● On August 28, 2025, we sold a total of 1,200,000 shares of our common stock, no par value, in block sales to institutional investors, at an average price of $1.82 per share, (a premium to the prior day’s close), through our at-the-market equity offering facility. ● On August 28, 2025, we announced new in vitro results that expand understanding of our lead drug candidate, Telomir-1. In studies conducted by Eurofins Discovery, Telomir-1 was shown to potently inhibit UTX (KDM6A), an enzyme that acts like an “eraser” of chemical tags on DNA packaging proteins. These tags, known as DNA methylation and histone marks, are part of the body’s system for deciding which genes are turned on or off - much like switches on a circuit board. ● On September 9, 2025 we reported new preclinical cancer data showing that Telomir-1 reverses DNA methylation of CDKN2A, a master tumor suppressor gene silenced in many aggressive cancers. ● On September 18, 2025, we reported new in vitro pharmacology results demonstrating that Telomir-1 potently inhibits three members of the KDM5 histone demethylase family. Histone demethylases are upstream gene regulators that cancers exploit to silence tumor suppressors and activate inflammatory programs. Blocking these enzymes has long been viewed as scientifically important but clinically challenging, with KDM5 often described as challenging for development ● On October 7, 2025, we announced new preclinical results showing that our investigational therapy Telomir-1 reactivated two of the body’s most important tumor suppressor genes, MASPIN (“tumor suppressor shield”) and RASSF1A (“guardian gene”; also called SERPINB5), through DNA methylation reset in prostate cancer models. By restoring the activity of these genes, Telomir-1 may help prevent cancer spread and improve chemotherapy response ● On October 9, 2025, we announced new findings demonstrating that Telomir-1 significantly decreases the viability of aggressive triple-negative breast cancer (TNBC) cells - a highly invasive form of breast cancer that lacks hormone and HER2 receptors, offers limited treatment options, and carries one of the poorest survival rates among breast cancer subtypes. ● On October 9, 2025, we sold a total of 550,000 shares of our common stock, no par value, in block sales to institutional investors, at an average price of $1.90 per share, through our at-the-market equity offering facility, resulting in net proceeds of $1,003,120. ● On October 14, 2025, we announced new laboratory findings demonstrating that Telomir-1 kills aggressive pancreatic cancer cells. In laboratory studies using human pancreatic cancer (PANC-1) cells, Telomir-1 produced a concentration-dependent reduction in cancer cell survival and mitochondrial activity. These data suggest Telomir-1 influences cellular pathways related to energy metabolism and oxidative balance. The findings align with previously reported results in triple-negative breast and prostate cancer models, indicating that Telomir-1 may engage fundamental biological processes involved in cancer cell regulation. ● On October 17, 2025, we executed a binding Letter of Intent (the “LOI”) to acquire TELI Pharmaceuticals, Inc., a related party company, securing worldwide rights to its lead investigational therapy, Telomir-1. The transaction aligns Telomir’s U.S. rights with TELI’s ex-U.S. intellectual property portfolio, which includes filings across Europe, Canada, Mexico, China, Japan, South Korea, India, Israel, Australia, Argentina, Uruguay, Taiwan, and the United Arab Emirates-creating a single global owner positioned to capture the full commercial value of Telomir-1 across oncology, metabolic, and age-related diseases. The proposed transaction also includes up to $5 million in potential contributions, in cash or cash equivalents, from certain TELI shareholders over the duration of the collaboration, with $1 million due at closing, $2 million upon IND acceptance, and $2 million upon Phase 1/2 initiation. The transaction is subject to shareholder and board approval. ● On October 23, 2025, we reported new preclinical data from an in vivo study in mice bearing human aggressive prostate cancer tumors evaluating DNA-methylation changes in two key defense genes - CASP8 and GSTP1 - following treatment with oral Telomir-1, Rapamycin, chemotherapy, and combination regimens. Apoptosis (“kill”) and detoxification (“clean”) pathways are two of the body’s fundamental defense systems against cancer initiation and progression, and Telomir-1’s observed modulation of these pathways through DNA-methylation control may represent an important area of ongoing scientific evaluation in oncology research. 16 Components of Our Results of Operations Research and development expenses represent costs incurred to conduct research and development of our product candidate. We recognize all research and development costs as they are incurred. Research and development expenses consist primarily of the following: ● contracted research and manufacturing; ● consulting arrangements; and ● other expenses incurrent to advance the Company’s research and development activities. Our operating expenses have historically been the costs associated with our initial investment in pre-clinical research and development activities. We expect research and development expenses to increase in the future as we advance Telomir-1 into and through clinical trials and pursue regulatory approvals, which will require a significant investment in costs of clinical trials, regulatory support, and contract manufacturing. In addition, we will evaluate opportunities to acquire or in-license additional product candidates and technologies, which may result in higher research and development expenses due to license fee and/or milestone payments, as well as added clinical development costs. The process of conducting clinical trials necessary to obtain regulatory approval is costly and time consuming. We may never succeed in timely development and achieving regulatory approval for our product candidates. The probability of success of our product candidates may be affected by numerous factors, including clinical data, competition, manufacturing capability and commercial viability. As a result, we are unable to determine the duration and completion costs of our development projects or when and to what extent we will generate revenue from the commercialization and sale of our product candidates. Critical Accounting Policies Research and development expenses Research and development costs are expensed in the period in which they are incurred and include the expenses paid to third parties, such as contract research organizations and consultants, who conduct research and development activities on behalf of the Company. Patent-related costs, including registration costs, documentation costs and other legal fees associated with the application, are expensed in the period in which they are incurred. Stock-based compensation The Company accounts for stock-based compensation under the provisions of FASB ASC 718, “ Compensation - Stock Compensation ”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, directors and consultants based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. The Company has elected to account for forfeiture of stock-based awards as they occur. Results of Operations For the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 Research and Development Expenses. During the three months ended September 30, 2025, we incurred $0.8 million in research and development expenses, and incurred $0.6 million in research and development expenses during the three months ended September 30, 2024. The main driver in the increase year over year relates to costs incurred in support of our lead investigational therapy, Telomir-1. During the nine months ended September 30, 2025, we incurred $1.1 million in research and development expenses, and incurred $1.9 million in research and development expenses during the nine months ended September 30, 2024. The main driver in the decrease year over year relates to costs incurred in 2024 with certain pharmaceutical manufacturing activities that were not performed in 2025. Since inception, we have not earned any revenue, nor do we anticipate doing so until we successfully conclude preclinical and clinical development and obtain regulatory approval. The timing and certainty of this event remain unknown. Our operating expenses have historically been the costs associated with our initial investment in pre-clinical research and development activities. We expect research and development expenses to increase in the future as we advance Telomir-1 into and through clinical trials and pursue regulatory approvals, which will require a significant investment in costs of clinical trials, regulatory support, and contract manufacturing. In addition, we will evaluate opportunities to acquire or in-license additional product candidates and technologies, which may result in higher research and development expenses due to license fee and/or milestone payments, as well as added clinical development costs. 17 General and Administrative Expenses . We incurred $0.4 million and $5.4 million in general and administrative expenses during the three months ended September 30, 2025 and 2024, respectively. The decrease is primarily due to stock-based compensation related to grants issued in 2024. We incurred $7.3 million and $7.0 million in general and administrative expenses during the nine months ended September 30, 2025 and 2024, respectively. The increase is primarily due to executive stock-based compensation. Related Party Travel Costs . We did not incur any related party travel costs during the three or nine months ended September 30, 2025. The Company incurred $0.4 million during the nine-month period ended September 30, 2024 in connection with the lease of and use of an airplane with an entity under common control. The Company has not participated in the use of the airplane since March 2024 and, pursuant to the terms of the agreement, bears no further obligation under the agreement. Interest income (expense) . We earned $0.05 million in interest income during the nine months ended September 30, 2025 relating primarily to money market interest. We incurred $4.3 million in interest expense during the nine months ended September 30, 2024. The 2024 interest expense consists of the amortization of the deferred financing costs on warrants issued on the related party line of credit that is no longer open. Liquidity and Capital Resources Sources of Liquidity Since the Company’s inception in August 2021, we have financed our operations primarily through an unsecured line of credit with a major shareholder and an affiliated company, through a $1.0 million private placement of shares of our common stock that occurred during the first quarter 2023 at $3.73 per share (after giving effect to our 1-for-2.05 reverse stock split that occurred on December 11, 2023), and through our IPO that occurred in February 2024. We intend to finance our clinical development programs and working capital needs from existing cash, and our effective shelf registration statement. On September 24, 2024 the Company entered into an unsecured Promissory Note and Loan Agreement (“the Starwood Note”) with the Starwood Trust, a separate related party trust established by the Company’s founder 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 September 30, 2025, the Company has not borrowed any amounts under the Starwood Note. On May 19, 2025, Telomir Pharmaceuticals, Inc. the Company entered into an agreement to raise $3 million in equity financing through a direct investment by The Bayshore Trust, an entity affiliated with the Company’s largest shareholder. The transaction was structured as a straight restricted common stock deal with no warrants. The Company issued 333,333 restricted shares of its common stock, no par value (the “Common Stock”) at a purchase price of $3.00 per share, representing an 18% premium to the closing share price of the Common Stock of $2.54 on the date of execution (the “Bayshore Financing”). The Company received the initial payment of $1 million for the Bayshore Financing on May 20, 2025. In July 2025, an additional $2 million was received, for the issuance of 666,666 shares. On February 14, 2025, the Company filed a shelf registration statement with the SEC to facilitate the issuance of our common stock and entered into an At The Market Offering Agreement (the “ATM Agreement”) with Rodman & Renshaw LLC under which the Company may offer and sell shares of its Common Stock, with an aggregate offering amount sold of up to $100,000,000. As of the date of filing of this Form 10-Q, the Company has sold a total of 3,218,300 shares of its common stock, at a weighted average price of $2.12 for total proceeds of $6,553,207, net of costs of $272,092 We have incurred significant losses and negative cash flows from operations since inception and expect to incur additional losses until such time that we can generate significant revenue and profit, which we do not expect to occur in the near future. We had negative cash flow from operations of approximately $2.5 million for the nine months ended September 30, 2025. As of September 30, 2025, we had cash and cash equivalents of approximately $7.3 million and an accumulated deficit of approximately $38.9 million. We currently expect that our cash and cash equivalents will only be sufficient to fund our operations, development plans, and capital expenditures through the third quarter of 2026. As such, there is substantial doubt about the Company’s ability to continue as a going concern. We did not have any material non-cancellable contractual obligations as of September 30, 2025. 18 Cash Flows The following table provides information regarding our cash flows for the periods presented: Nine Months Ended September 30, 2025 2024 Net cash provided by (used in): Operating activities $ (2,486,841 ) $ (4,464,620 ) Financing activities 8,550,008 5,298,027 Net change in cash $ 6,063,167 $ 833,407 Net Cash from Operating Activities The cash used in operating activities resulted primarily from our net losses, stock-based compensation expenses and changes in components of accounts payable, accrued liabilities, and prepaid expenses. For the nine months ended September 30, 2025, operating activities used $2.5 million of cash, primarily due to a net loss of $8.4 million, stock compensation costs of $6.1 million and a $0.3 million change in accounts payable, accrued liabilities and prepaid expenses. Accounts payable, accrued and prepaid expenses was primarily composed of research and development payables, consultant costs, insurance costs, legal and accounting expenses. For the nine months ended September 30, 2024, operating activities used $4.5 million of cash, primarily due to a net loss of $13.6 million offset by $0.03 million change in accounts payable, accrued and prepaid expenses. In the nine months ended September 30, 2024, we recognized $4.3 million in the amortization of debt issuance costs and $4.8 million in stock-based compensation. Accounts payable, accrued and prepaid expenses was primarily composed of research and development payables, consultant costs, insurance costs, legal and accounting expenses. Net Cash from Financing Activities For the nine months ended September 30, 2025, financing activities provided $8.6 million of cash, resulting primarily from net proceeds from the sale of common stock. For the nine months ended September 30, 2024, financing activities provided $5.3 million of cash, resulting primarily from $5.8 million in proceeds from sale of common stock, less offering costs, offset by $0.4 million payments to related parties, and $0.1 million of repayments under related party line of credit. Item 3. Quantitative and Qualitative Disclosures About Market Risk We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, and therefore are not required to provide the information under this item per Item 305(e) of Regulation S-K. Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this Quarterly Report, our management, with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer) (the “Certifying Officers”), conducted evaluations of our disclosure controls and procedures. As defined under Sections 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the term “disclosure controls and procedures” means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including the Certifying Officers, to allow timely decisions regarding required disclosures. Readers are cautioned that our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our control have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any control design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Based on this evaluation, the Certifying Officers have concluded that our disclosure controls and procedures were effective as of September 30, 2025. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, during our third quarter of 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 19 CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential”, or “continue” or the negative of these terms or other similar expressions. In particular, statements about the markets in which we operate, including growth of our various markets, and our expectations, beliefs, plans, strategies, objectives, prospects, assumptions, or future events or performance contained in this quarterly report under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” are forward-looking statements. We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed in this quarterly report under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” may cause our actual results, performance, or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements, or could affect our share price. Important factors that could cause actual results or events to differ materially from those expressed in forward-looking statements include, but are not limited to, the following: ● our use of the net proceeds from our recent offering; ● our ability to obtain and maintain regulatory approval of our product candidates; ● our ability to successfully commercialize and market our product candidates, if approved; ● our ability to contract with third-party suppliers, manufacturers and other service providers and their ability to perform adequately; ● the potential market size, opportunity, and growth potential for our product candidates, if approved; ● our ability to obtain additional funding for our operations and development activities; ● the accuracy of our estimates regarding expenses, capital requirements and needs for additional financing; ● the initiation, timing, progress and results of our pre-clinical studies and clinical trials, and our research and development programs; ● the timing of anticipated regulatory filings; ● the timing of availability of data from our clinical trials; ● our future expenses, capital requirements, need for additional financing, and the period over which we believe that the net proceeds from this offering, together with our existing cash and cash equivalents, will be sufficient to fund our operating expenses and capital expenditure requirements; ● our ability to retain the continued service of our key professionals and to identify, hire and retain additional qualified professionals; ● our ability to advance product candidates into, and successfully complete, clinical trials; ● our ability to recruit and enroll suitable patients in our clinical trials; ● the timing or likelihood of the accomplishment of various scientific, clinical, regulatory, and other product development objectives; ● the pricing and reimbursement of our product candidates, if approved; ● the rate and degree of market acceptance of our product candidates, if approved; ● the implementation of our business model and strategic plans for our business, product candidates, and technology; ● the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and technology; ● developments relating to our competitors and our industry; and ● other risks and factors listed under “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2024. Given the risks and uncertainties set forth in this quarterly report, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements contained in this quarterly report are not guarantees of future performance and our actual results of operations, financial condition, and liquidity, and the development of the industry in which we operate, may differ materially from the forward-looking statements contained in this quarterly report. In addition, even if our results of operations, financial condition and liquidity, and events in the industry in which we operate are consistent with the forward-looking statements contained in this quarterly report, they may not be predictive of results or developments in future periods. Any forward-looking statement that we make in this quarterly report speaks only as of the date of such statement. Except as required by federal securities laws, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this quarterly report. 20 PART II. OTHER INFORMATION Item 1. Legal Proceedings From time to time, we may be named in claims arising in the ordinary course of business. Currently, no legal proceedings, government actions, administrative actions, investigations, or claims are pending against us or involve us that, in the opinion of our management, could reasonably be expected to have a material adverse effect on our business and financial condition. We anticipate that we will expend significant financial and managerial resources in the defense of our intellectual property rights in the future if we believe that our rights have been violated. We also anticipate that we will expend significant financial and managerial resources to defend against claims that our products and services infringe upon the intellectual property rights of third parties. Item 1A. Risk Factors. As a smaller reporting company, information under this “Item 1A. Risk Factors” is not required to be presented. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. None. Item 3. Defaults upon Senior Securities. None. Item 4. Mine Safety Disclosures. Not applicable. Item 5. Other Information. Not applicable. Item 6. Exhibits. Number Description 31.1* Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 31.2* Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 32.1* Certification of Principal Executive Officer and Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of Principal Financial Officer and Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.SCH* Inline XBRL Taxonomy Extension Schema 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Furnished herewith ^ Previously filed. + Denotes management contract or compensatory plan or arrangement. 21 SIGNATURES Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TELOMIR PHARMACEUTICALS, INC. Date: November 10, 2025 By: /s/ Erez Aminov Erez Aminov Chief Executive Officer & Chairman (Principal Executive Officer) Date: November 10, 2025 By: /s/ Alan Weichselbaum Alan Weichselbaum Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer) 22