What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-17 compared with 2025-02-04 · 875 added, 1549 removed, 198 unchanged (92% of the section changed)

Controls and Procedures.

of Disclosure Controls and Procedures

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

Evaluation of Disclosure Controls and Procedures

Our 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, 2025.

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.

Disclosure 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.

Management’s 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.

generally 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

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

As of December 31, 2025, 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.

1 unchanged sentence

as of December 31, 2025.

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

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.

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.

Changes in Internal Control over Financial

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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance.

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

Executive Officer and Chairman

Financial Officer, Treasurer, and Secretary

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

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.

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.

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.

He has also served as a director of MyMD since April 16, 2021.

Eagle is currently the Chief Medical Officer of Guardant Health, Inc.

Previously, Dr.

Eagle was Vice President of Oncology

for Genentech, where he oversaw the medical programs across Genentech’s oncology portfolio.

Prior to his current role, Dr.

worked in several positions at Pfizer from 2009 to 2019, including as the oncology business lead in the United Kingdom and Canada, the

global lead for Oncology Strategic Alliances and Partnerships based in New York, and as the head of the Oncology Therapeutic Area Global

Medical and Outcomes Group, including the U.S.

oncology medical business.

Through his multiple roles at Pfizer, Dr.

Eagle delivered significant

business growth and was involved in multiple strategic acquisitions and divestitures.

In addition, while at Pfizer, Dr.

Eagle oversaw

extensive oncology clinical trial programs, multiple regulatory and payer approvals across Pfizer’s oncology portfolio, health

outcomes assessments and scientific collaborations with key global research organizations like the National Cancer Institute (NCI), and

the European Organization for Research and Treatment of Cancer (EORTC), and led worldwide development of several compounds including

celecoxib, aromasin, irinotecan, dalteparin and ozagomicin.

Eagle currently serves as a member of the board of directors and chair

of the Science and Policy Committee of Pierian Biosciences, a privately held life sciences company.

Eagle attended Medical School

at the University of New South Wales, Sydney, Australia and received his general internist training at Royal North Shore Hospital in

He completed his hemato-oncology and laboratory hematology training at Royal Prince Alfred Hospital in Sydney and was granted

Fellowship in the Royal Australasian College of Physicians (FRACP) and the Royal College of Pathologists Australasia (FRCPA).

training, Dr.

Eagle performed basic research at the Royal Prince of Wales hospital to develop a new monoclonal antibody to inhibit platelets

before moving into the pharmaceutical industry.

Eagle’s qualifications to sit on our board of directors include his long and

successful career in the international pharmaceutical industry, his senior executive experience in areas such as business growth, strategic

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

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.

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.

of directors is determined by our board of directors, subject to the terms of our amended and restated articles of incorporation and

bylaws Our board of directors will continue to consist of seven members, and our directors will be elected for one-year terms.

Relationships

are no family relationships among any of our directors and executive officers.

board of directors has undertaken a review of the independence of each director.

Based on information provided by each director concerning

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

with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including

the transactions described in the section of this Annual Report titled “Certain Relationships and Related Party Transactions.”

of the Board of Directors

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.

Members will serve on these committees until their resignation or until otherwise

determined by our board of directors.

Our board of directors may establish other committees as it deems necessary or appropriate from

time to time.

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

for independence under the listing standards of Nasdaq and SEC rules and regulations, including Rule 10A-3(b)(1) under the Exchange Act.

Each member of our audit committee meets the financial literacy requirements of the listing standards of Nasdaq.

In addition, our board

of directors has determined that Mr.

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

under the Securities Act.

audit committee’s main purpose is to oversee our corporate accounting and financial reporting process.

Our audit committee will

be responsible for, among other things:

a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

to ensure the independence and performance of the independent registered public accounting firm;

the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the

independent registered public accounting firm, our interim and year-end results of operations;

procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

our policies on risk assessment and risk management;

related party transactions;

and pre-approving, as required, all audit and all permissible non-audit services to be performed by the independent registered public

accounting firm;

our board of directors in monitoring the performance of our internal audit function.

audit committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards

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

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

and employees.

Our compensation committee is responsible for, among other things:

approving, and determining, or making recommendations to our board of directors regarding, the compensation and compensation arrangements

of our executive officers;

administering

our equity compensation plans;

and approving, or making recommendations to our board of directors regarding, incentive compensation and equity compensation plans;

and reviewing general policies relating to compensation and benefits of our employees.

compensation committee will operate under a written charter that satisfies the applicable rules and regulations of the SEC and the listing

standards of Nasdaq, a copy of which will be available on our website.

and Corporate Governance Committee

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

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:

evaluating, and selecting, or making recommendations to our board of directors regarding nominees for election to our board of directors

and its committees;

and overseeing the annual evaluation of our board of directors and of its committees;

and making recommendations to our board of directors regarding the composition of our board of directors and its committees;

our corporate governance practices;

recommendations to our board of directors regarding corporate governance guidelines.

nominating and corporate governance committee will operate under a written charter that satisfies the applicable listing standards of

Nasdaq, a copy of which will be available on our website.

Committee Interlocks and Insider Participation

of the members of our compensation committee is a current or former executive officer or employee of our company.

None of our executive

officers serves as a member of the compensation committee of any entity that has one or more executive officers serving on our compensation

of the key functions of our board of directors is informed oversight of our risk management process.

Our board of directors administers

this oversight function directly through our board of directors as a whole, and through various standing committees of our board of directors

that address risks inherent in their respective areas of oversight.

In particular, our board of directors is responsible for monitoring

and assessing strategic risk exposure, including risks associated with cybersecurity and data protection, and our audit committee has

the responsibility to consider our major financial risk exposures and the steps our management has taken to monitor and control these

exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken.

Our audit committee

will review legal, regulatory, and compliance matters that could have a significant impact on our financial statements.

Our nominating

and corporate governance committee will monitor the effectiveness of our corporate governance practices, including whether they are successful

in preventing illegal or improper liability-creating conduct.

Our compensation committee will assess and monitor whether any of our compensation

policies and programs has the potential to encourage excessive risk taking.

While each committee is responsible for evaluating certain

risks and overseeing the management of such risks, our entire board of directors will be regularly informed through committee reports

about such risks.

of Business Conduct and Ethics

board of directors have adopted a code of business conduct and ethics applicable to all of our directors, officers (including our principal

executive officer, principal financial officer, and principal accounting officer) and all global employees in accordance with applicable

federal securities laws and corporate governance rules of the Nasdaq Capital Market.

Our code of business conduct and ethics will be

available on our website.

Any amendments to the code of business conduct and ethics, or waivers of its requirements, will, if required,

be disclosed on our website.

Governance Guidelines

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

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.

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections

Not applicable.

Certain information required by Part III of this

Annual Report on Form 10-K is omitted from this report because we are incorporating by reference to the definitive Proxy Statement for

our 2025 Annual Meeting of Shareholders, referred to as the Proxy Statement, which was filed with the SEC on February 19, 2026.

Directors, Executive Officers and

Corporate Governance

Information required by this item is incorporated

herein by reference to the information from the Proxy Statement under the sections entitled “Election of Directors,” “Nomination

of Directors,” and “Corporate Governance – Board Committees,” except for the information required with respect

to our executive officers, which has been included under the heading “Executive Officers” in Item 1, Part I of this Form

10-K, and is incorporated herein by reference.

Executive Compensation

section discusses the material components of the executive compensation program for the following persons:

(i) all persons serving as

our principal executive officers during 2024 and (ii) the most highly compensated of our other executive officers who received compensation

during 2024 of at least $100,000 and who were executive officers on December 31, 2024.

We refer to these persons as our “named

executive officers” and their positions are as follows:

Compensation Table

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

and principal position

Chairman and CEO (1)

CFO, Treasurer, and Secretary (2)

Christopher Chapman,

former Chairman and CEO

Nathen Fuentes,

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.

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.

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.

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.

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

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

board of directors has adopted, and our stockholders have approved, the Telomir Pharmaceuticals, Inc.

2023 Omnibus Incentive Plan (the

“2023 Omnibus Plan”) which became effective upon the completion of our initial public offering on February 9, 2024.

Omnibus Plan will authorize the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, to

our employees and any of our parent and subsidiary corporations’ employees, and the grant of non-statutory stock options, restricted

stock, restricted stock units, stock appreciation rights, performance units and performance shares to our employees, directors, and consultants

and any of our future subsidiary corporations’ employees and consultants.

The following is a summary of certain terms and conditions

of the 2023 Omnibus Plan.

This summary is qualified in its entirety by reference to the 2023 Omnibus Plan attached as an exhibit to the

registration statement of which this Annual Report forms a part.

Administration

2023 Omnibus Plan is administered by our board of directors or our compensation committee, or any other committee or subcommittee or

one or more of our officers to whom authority has been delegated (collectively, the “Administrator”).

The Administrator has

the authority to interpret the 2023 Omnibus Plan and award agreements entered into with respect to the 2023 Omnibus Plan;

to make, change

and rescind rules and regulations relating to the 2023 Omnibus Plan;

to make changes to, or reconcile any inconsistency in, the 2023

Omnibus Plan or any award agreement covering an award;

and to take any other actions needed to administer the 2023 Omnibus Plan.

Administrator may designate any of the following as a participant under the 2023 Omnibus Plan:

any officer or employee, or individuals

engaged to become an officer or employee, of our company or our affiliates;

and consultants of our company or our affiliates, and our

directors, including our non-employee directors.

2023 Omnibus Plan permits the Administrator to grant stock options, stock appreciation rights (“SARs”), performance shares,

performance units, shares of common stock, restricted stock, restricted stock units (“RSUs”), cash incentive awards, dividend

equivalent units, or any other type of award permitted under the 2023 Omnibus Plan.

The Administrator may grant any type of award to

any participant it selects, but only our employees or our subsidiaries’ employees may receive grants of incentive stock options

within the meaning of Section 422 of the Internal Revenue Code.

Awards may be granted alone or in addition to, in tandem with, or (subject

to the repricing prohibition described below) in substitution for any other award (or any other award granted under another plan of our

company or any affiliate, including the plan of an acquired entity).

Reserved Under the 2023 Omnibus Incentive Plan

2023 Omnibus Plan will provide that 6,500,000 shares of our 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.

The number of shares available for issuance under our 2023 Omnibus

Plan will also include an annual increase on the first day of each fiscal year after the completion of the initial public offering on

February 9, 2024 equal to 1.0% of the outstanding shares of all class of our common stock as of the last day of the immediately preceding

fiscal year or such other amount as our board of directors may determine.

number of shares reserved for issuance under the 2023 Omnibus Plan will be reduced on the date of the grant of any award by the maximum

number of shares, if any, with respect to which such award is granted.

However, an award that may be settled solely in cash will not

deplete the 2023 Omnibus Plan’s share reserve at the time the award is granted.

If (a) an award expires, is canceled, or terminates

without issuance of shares or is settled in cash, (b) the Administrator determines that the shares granted under an award will not be

issuable because the conditions for issuance will not be satisfied, (c) shares are forfeited under an award, (d) shares are issued under

any award and we reacquire them pursuant to our reserved rights upon the issuance of the shares, (e) shares are tendered or withheld

in payment of the exercise price of an option or as a result of the net settlement of outstanding stock appreciation rights or (f) shares

are tendered or withheld to satisfy federal, state or local tax withholding obligations, then those shares are added back to the reserve

and may again be used for new awards under the 2023 Omnibus Plan.

However, shares added back to the reserve pursuant to clauses (d),

(e) or (f) in the preceding sentence may not be issued pursuant to incentive stock options.

Administrator may grant stock options and determine all terms and conditions of each stock option, which include the number of stock

options granted, whether a stock option is to be an incentive stock option or non-qualified stock option, and the grant date for the

stock option.

However, the exercise price per share of common stock may never be less than the fair market value of a share of common

stock on the date of grant and the expiration date may not be later than 10 years after the date of grant.

Stock options will be exercisable

and vest at such times and be subject to such restrictions and conditions as are determined by the Administrator, including with respect

to the manner of payment of the exercise price of such stock options.

Appreciation Rights

Administrator may grant SARs, which represent the right of a participant to receive cash in an amount or common stock with a fair market

value, equal to the appreciation of the fair market value of a share of common stock during a specified period of time.

The 2023 Omnibus

Plan provides that the Administrator will determine all terms and conditions of each SAR, including, among other things:

the SAR is granted independently of a stock option or relates to a stock option, (b) the grant price, which may never be less than the

fair market value of our common stock as determined on the date of grant, (c) a term that must be no later than 10 years after the date

of grant, and (d) whether the SAR will settle in cash, common stock or a combination of the two.

and Stock Awards

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

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

participant to realize any portion of the benefit provided under the award, (b) the length of the vesting or performance period and,

if different, the date that payment of the benefit will be made, (c) with respect to performance units, whether to measure the value

of each unit in relation to a designated dollar value or the fair market value of one or more shares of common stock, and (d) with respect

to performance shares, performance units, and RSUs, whether the awards will settle in cash, in shares of common stock (including restricted

stock), or in a combination of the two.

Incentive Awards

Administrator may grant cash incentive awards.

An incentive award is the right to receive a cash payment to the extent one or more performance

goals are achieved.

The Administrator will determine all terms and conditions of a cash incentive award, including, but not limited to,

the performance goals (described below), the performance period, the potential amount payable, and the timing of payment.

While the 2023

Omnibus Plan permits cash incentive awards to be granted under the 2023 Omnibus Plan, we may also make cash incentive awards outside

of the 2023 Omnibus Plan.

purposes of the 2023 Omnibus Plan, the Administrator may establish objective or subjective performance goals which may apply to any performance

Such performance goals may include, but are not limited to, one or more of the following measures with respect to our company

or any one or more of our subsidiaries, affiliates, or other business units:

cost of sales;

gross income;

gross revenue;

operating income;

earnings before taxes;

earnings before interest and taxes;

earnings before interest, taxes, depreciation and amortization;

earnings before interest, taxes, depreciation, amortization and exception items;

income from continuing operations;

diluted earnings per share;

total stockholder return;

fair market value of a share of common stock;

net cash provided

by operating activities;

net cash provided by operating activities less net cash used in investing activities;

ratio of debt to debt

return on stockholder equity;

return on invested capital;

return on average total capital employed;

return on net capital

return on assets;

return on net assets employed before interest and taxes;

operating working capital;

average accounts receivable

(calculated by taking the average of accounts receivable at the end of each month);

average inventories (calculated by taking the average

of inventories at the end of each month);

economic value added;

succession planning;

manufacturing return on assets;

manufacturing margin;

and customer satisfaction.

Performance goals may also relate to a participant’s individual performance.

The Administrator reserves

the right to adjust any performance goals or modify the manner of measuring or evaluating a performance goal.

Equivalent Units

Administrator may grant dividend equivalent units.

A dividend equivalent unit gives the participant the right to receive a payment, in

cash or shares of common stock, equal to the cash dividends or other distributions that we pay with respect to a share of common stock.

We determine all terms and conditions of a dividend equivalent unit award, except that dividend equivalent units may not be granted in

connection with a stock option or SAR, and dividend equivalent unit awards granted in connection with another award cannot provide for

payment until the date such award vests or is earned, as applicable.

Stock-Based Awards

Administrator may grant to any participant shares of unrestricted stock as a replacement for other compensation to which such participant

is entitled, such as in payment of director fees, in lieu of cash compensation, in exchange for cancellation of a compensation right

or as a bonus.

Transferability

are not transferable, including to any financial institution, other than by will or the laws of descent and distribution, unless the

Administrator allows a participant to (a) designate in writing a beneficiary to exercise the award or receive payment under the award

after the participant’s death, (b) transfer an award to a former spouse as required by a domestic relations order incident to a

divorce, or (c) transfer an award without receiving any consideration.

(a) we are involved in a merger or other transaction in which our shares of common stock are changed or exchanged;

(b) we subdivide or

combine shares of common stock or declare a dividend payable in shares of common stock, other securities, or other property (other than

stock purchase rights issued pursuant to a stockholder rights agreement);

market value of a share of common stock or any other dividend or distribution in the form of cash or a repurchase of shares of common

stock that our board of directors determines is special or extraordinary, or that is in connection with a recapitalization or reorganization;

or (d) any other event occurs that in the Administrator’s judgment requires an adjustment to prevent dilution or enlargement of

the benefits intended to be made available under the 2023 Omnibus Plan, then the Administrator will, in a manner it deems equitable,

adjust any or all of (1) the number and type of shares subject to the 2023 Omnibus Plan and which may, after the event, be made the subject

(2) the number and type of shares of common stock subject to outstanding awards;

(3) the grant, purchase, or exercise price

with respect to any award;

and (4) the performance goals of an award.

In any such case, the Administrator may also provide for a cash

payment to the holder of an outstanding award in exchange for the cancellation of all or a portion of the award, subject to the terms

of the 2023 Omnibus Plan.

Administrator may, in connection with any merger, consolidation, acquisition of property or stock, or reorganization, authorize the issuance

or assumption of awards upon terms and conditions we deem appropriate without affecting the number of shares of common stock otherwise

reserved or available under the 2023 Omnibus Plan.

a change of control (as defined in the 2023 Omnibus Plan), the successor or surviving corporation may agree to assume some or all outstanding

awards or replace them with the same type of award with similar terms and conditions, without the consent of any participant, subject

to the following requirements:

award that is assumed must be appropriately adjusted, immediately after such change of control, to apply to the number and class

of securities that would have been issuable to a participant upon the consummation of such change of control had the award been exercised,

vested, or earned immediately prior to such change of control, and other appropriate adjustment to the terms and conditions of the

award may be made.

the securities to which the awards relate after the change of control are not listed and traded on a national securities exchange,

then (a) each participant must be provided the option to elect to receive, in lieu of the issuance of such securities, cash in an

amount equal to the fair value of the securities that would have otherwise been issued, and (b) no reduction may be taken to reflect

a discount for lack of marketability, minority, or any similar consideration, for purposes of determining the fair value of such

a participant is terminated from employment without cause, or due to death or disability, or the participant resigns employment for

good reason (as defined in any award or other agreement between the participant and our company or an affiliate) within two years

following the change of control, then upon such termination, all of the participant’s awards in effect on the date of such

termination will vest in full or be deemed earned in full.

the purchaser, successor, or surviving entity does not assume the awards or issue replacement awards, then immediately prior to the change

of control date, unless the Administrator otherwise determines:

stock option or SAR then held by a participant will become immediately and fully vested, and all stock options and SARs will be cancelled

on the change of control date in exchange for a cash payment equal to the excess of the change of control price of the shares of

common stock over the purchase or grant price of such shares under the award.

restricted stock and RSUs (that are not performance awards) will vest in full.

performance shares, performance units and cash incentive awards for which the performance period has expired will be paid based on

actual performance, and all such awards for which the performance period has not expired will be cancelled in exchange for a cash

payment equal to the amount that would have been due under such awards, valued assuming achievement of target performance goals at

the time of the change of control, prorated based on the number of full months elapsed in the performance period.

unvested dividend equivalent units will vest (to the same extent as the award granted in tandem with such units) and be paid.

other unvested awards will vest and any amounts payable will be paid in cash.

earlier terminated by our board of directors, the 2023 Omnibus Plan will terminate on, and no further awards may be granted, after the

tenth (10 th ) anniversary of its effective date.

and Amendment of Plan

board of directors or the Administrator may amend, alter, suspend, discontinue, or terminate the 2023 Omnibus Plan at any time, subject

to the following limitations:

board of directors must approve any amendment to the 2023 Omnibus Plan if we determine such approval is required by prior action

of our board of directors, applicable corporate law, or any other applicable law;

must approve any amendment to the 2023 Omnibus Plan, which may include an amendment to materially increase the number of shares reserved

under the 2023 Omnibus Plan, if we determine that such approval is required by Section 16 of the Exchange Act, the Code, the listing

requirements of any principal securities exchange or market on which the shares are then traded, or any other applicable law;

must approve any amendment to the 2023 Omnibus Plan that would diminish the protections afforded by the participant award limits

or repricing and backdating prohibitions.

Modification, Cancellation and Disgorgement of Awards

to the requirements of the 2023 Omnibus Plan, the Administrator may modify or amend any award or waive any restrictions or conditions

applicable to any award or the exercise of the award, or amend, modify, or cancel any terms and conditions applicable to any award, in

each case, by mutual agreement of the Administrator and the participant or any other person that may have an interest in the award, so

long as any such action does not increase the number of shares of common stock issuable under the 2023 Omnibus Plan.

do not need to obtain participant (or other interested party) consent for any such action (a) that is permitted pursuant to the adjustment

provisions of the 2023 Omnibus Plan;

(b) to the extent we deem the action necessary to comply with any applicable law or the listing

requirements of any principal securities exchange or market on which our common stock is then traded;

is necessary to preserve favorable accounting or tax treatment of any award for us;

or (d) to the extent we determine that such action

does not materially and adversely affect the value of an award or that such action is in the best interest of the affected participant

or any other person as may then have an interest in the award.

Administrator can cause a participant to forfeit any award, and require the participant to disgorge any gains attributable to the award,

if the participant engages in any action constituting, as determined by the Administrator in its discretion, cause for termination, or

a breach of a material company policy, any award agreement or any other agreement between the participant and us or one of our affiliates

concerning noncompetition, nonsolicitation, confidentiality, trade secrets, intellectual property, nondisparagement or similar obligations.

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.

Recovery Policy

October 2, 2023, our Board of Directors adopted a policy (commonly known as a “clawback” policy) which provides for the recovery

of erroneously awarded incentive compensation to certain of our officers in the event that we are required to prepare an accounting restatement

due to material noncompliance by us with any financial reporting requirements under the federal securities laws.

This policy is designed

to comply with Section 10D of the Securities Exchange Act of 1934, as amended, related rules and the listing standards of the Nasdaq

Stock Market or any other securities exchange on which our shares are listed in the future.

The policy is administered by our Board of

Directors or, if so designated by the Board of Directors, the Compensation Committee.

Any determinations made by the Board shall be final

and binding on all affected individuals.

individuals covered by this policy (the “Covered Officers”) are any current or former employee who is or was identified as

our president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller),

any vice-president in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other

officer who performs a significant policy-making function, or any other person (including any executive officer of our subsidiaries or

affiliates) who performs similar significant policy-making functions for us.

policy covers our recoupment of “Incentive-Based Compensation” (as defined in the policy) received by a person after beginning

service as a Covered Executive and who served as a Covered Officer at any time during the performance period for that Incentive Compensation.

In the event we are required to prepare an accounting restatement, the policy requires us to recover, reasonably promptly, any erroneously

awarded Incentive-Based Compensation (as determined by our Board of Directors or Compensation Committee) received by any Covered Officer

during the three completed fiscal years immediately preceding the date on which we are required to prepare such accounting restatement.

foregoing description of our Compensation Recovery Policy does not purport to be complete and is qualified in its entirety by the terms

and conditions of such policy, a copy of which is filed as an exhibit to this Report and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

following table sets forth, as of the date of this Report, the ownership of our securities by:

(i) each of our directors, (ii) all persons

who, to our knowledge, are the beneficial owners of more than 5% of the outstanding shares of common stock, (iii) each of the executive

officers, and (iv) all of our directors and executive officers, as a group.

Each person named in this table has sole investment power

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

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)

*Represents beneficial ownership of less than

(i) 5,406,431 shares held by the Bay Shore Trust, (ii) 1,853,659 shares held by the Celeste J.

Williams Lifetime QTIP Trust, (iii)

24,391 shares held directly by Mr.

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.

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.

following is a description of transactions within the last three years to which we have been a party, in which the amount involved exceeded

or will exceed $120,000, and in which any of our executive officers, directors or holders of more than 5% of our voting securities, or

an immediate family member thereof, had or will have a direct or indirect material interest.

We believe the terms obtained or consideration

that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or amounts

that would be paid or received, as applicable, in arm’s-length transactions with unrelated third parties.

of Credit and Promissory Note with the Bay Shore Trust

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

Williams, Sr., and under which various of his family members are beneficiaries (the “Bay Shore Trust”).

Under this Promissory

Note and Loan Agreement (the “Bay Shore Note”), we have the right to borrow up to an aggregate of $5,000,000 from the Bay

Shore Trust at any time up to the second anniversary of the issuance of the Bay Shore Note or, if earlier, upon the completion of our

initial public offering.

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

our assets, operations, or prospects.

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

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

The Bay Shore Note will accrue interest at

a rate equal to 7% per annum, simple interest, during the first year that the note is outstanding and 10% per annum, simple interest,

The Bay Shore Note is unsecured.

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

The total amount outstanding was converted into 674,637 shares of our common stock on November 30, 2023 at a conversion rate

of $2.05 per share (after giving effect to our 1-for-2.05 reverse stock split that occurred on December 11, 2023) pursuant to a conversion

agreement that resulted in a loss of $3.3 million for the year ended December 31, 2023 and a remaining balance as of December 31, 2023

of $0.1 million.

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

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 (after giving effect to our 1-for-2.05 reverse stock split that occurred on December 11, 2023), which warrant will expire five

years after the date of grant.

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 will be 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.

with MIRALOGX LLC

January 1, 2023, MIRALOGX and The Starwood Trust, a separate Trust established by our founder, have advanced funds on behalf of Bay Shore

Trust to our company in order to fund operating activities.

The total amount advanced and outstanding as of November 30, 2023, was $1.7

These advances were converted into 837,841 shares of our common stock on November 30, 2023 at a conversion rate of $2.05 per

share (after giving effect to our 1-for-2.05 reverse stock split that occurred on December 11, 2023) pursuant to a conversion agreement

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

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.

Certain information required by this item is

incorporated herein by reference to the information from the Proxy Statement under the sections entitled “Executive Compensation,”

and “Director Compensation.”

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters

The information required by tis item is incorporated

herein by reference to the information from the Proxy Statement under the sections entitled “Share Ownership of Certain Beneficial

Owners, Management and Directors” and “Equity Compensation Plan Information.”

Certain Relationships and Related

Transactions and Director Independence

The following is a description

of transactions within the last two fiscal years to which we have been a party, in which the amount involved exceeded or will exceed

$120,000, and in which any of our executive officers, directors or holders of more than 5% of our voting securities, or an immediate

family member thereof, had or will have a direct or indirect material interest.

We believe the terms obtained or consideration that we

paid or received, as applicable, in connection with the transactions described below were comparable to terms available or amounts that

would be paid or received, as applicable, in arm’s-length transactions with unrelated third parties.

Transactions with MIRALOGX LLC

Since January 1, 2023, MIRALOGX and The Starwood

Trust, a separate Trust established by our founder, have advanced funds on behalf of Bay Shore Trust to our company in order to fund

operating activities.

The total amount advanced and outstanding as of November 30, 2023, was $1.7 million.

These advances were converted

into 837,841 shares of our common stock on November 30, 2023 at a conversion rate of $2.05 per share (after giving effect to our 1-for-2.05

reverse stock split that occurred on December 11, 2023) pursuant to a conversion agreement 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 million.

As of December 31, 2024, the remaining

balances due to Miralogx and Starwood Trust total $0.055 and $0.037 million respectively.

On 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.

Williams, Sr.

See “Business– Intellectual

MIRALOGX is wholly owned by the Bay Shore Trust, and Mr.

Williams does not have voting or dispositive power over the

shares of the Company held by Bay Shore Trust, and Mr.

See “Business– Intellectual Property”.

MIRALOGX is wholly owned

by the Bay Shore Trust, and Mr.

Williams does not have voting or dispositive power over the shares of the Company held by Bay Shore Trust,

Williams is not an officer or director of the Bay Shore Trust.

On November 10,

2023, we entered into an amendment to the Initial MIRALOGX License Agreement, pursuant to which we acquired the license to the non-human

applications of the “Licensed Products.

On November 10, 2023, we entered into an amendment to the Initial

MIRALOGX License Agreement, pursuant to which we acquired the license to the non-human applications of the “Licensed Products.

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

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

No amounts are payable

by us under this agreement unless and to the extent we choose to utilize the leased aircraft, and we may discontinue the use of the aircraft

and terminate this agreement at any time.

We 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 and Supera Aviation I LLC (“Supera

Aviation”) based on our usage of the leased aircraft each month.

No amounts are payable by us under this agreement unless and to

the extent we choose to utilize the leased aircraft, and we may discontinue the use of the aircraft and terminate this agreement at any

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

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

board of directors adopted a written policy regarding the review and approval of related party transactions.

Our audit committee charter

provides that the audit committee shall review and approve or disapprove any related party transactions, which are transactions between

us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person

has or will have a direct or indirect material interest.

Our policy regarding transactions between us and related persons will provide

that a related person is defined as a director, executive officer, nominee for director or greater than 5% beneficial owner of our common

stock, in each case since the beginning of the most recently completed year, and any of their immediate family members.

of the foregoing disclosures are summaries of certain provisions of our related party agreements and are qualified in their entirety

by reference to all of the provisions of such agreements.

Because these descriptions are only summaries of the applicable agreements,

they do not necessarily contain all of the information that you may find useful.

Copies of certain of the agreements have been filed

as exhibits to the registration statement of which this Annual Report is a part and are available electronically on the website of the

SEC at www.sec.gov .

a matter of corporate governance policy, we have not and will not make loans to officers or loan guarantees available to “promoters”

as that term is commonly understood by the SEC and state securities authorities.

future transactions between us and our officers, directors or five percent stockholders, and respective affiliates will be on terms no

less favorable than could be obtained from unaffiliated third parties and will be approved by a majority of our independent directors

who do not have an interest in the transactions and who had access, at our expense, to our legal counsel or independent legal counsel.

For the year ended December 31, 2024,

the Company incurred $0.4 million 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.

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

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

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, we entered into an agreement

to raise $3 million in equity financing through a direct investment by The Bayshore Trust, an entity affiliated with our largest shareholder.

The transaction was structured as a straight restricted common stock deal with no warrants.

We issued 333,334 restricted shares of our

Common Stock at a purchase price of $3.00 per share, representing an 18% premium to the closing share price of the Common Stock of $2.54

on the date of execution (the “Bayshore Financing”).

We received the initial payment of $1 million for the Bayshore Financing

on May 20, 2025.

In July 2025, an additional $2 million was received, for the issuance of 666,666 shares.

Review and Approval of Related Party Transactions

Our board of directors adopted a written policy

regarding the review and approval of related party transactions.

Our audit committee charter provides that the audit committee shall

review and approve or disapprove any related party transactions, which are transactions between us and related persons in which the aggregate

amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material

Our policy regarding transactions between us and related persons will provide that a related person is defined as a director,

executive officer, nominee for director or greater than 5% beneficial owner of our common stock, in each case since the beginning of

the most recently completed year, and any of their immediate family members.

Certain of the foregoing disclosures are summaries

of certain provisions of our related party agreements and are qualified in their entirety by reference to all of the provisions of such

Because these descriptions are only summaries of the applicable agreements, they do not necessarily contain all of the information

that you may find useful.

Copies of certain of the agreements have been filed as exhibits to the registration statement of which this

Annual Report is a part and are available electronically on the website of the SEC at www.sec.gov .

As a matter of corporate governance policy, we

have not and will not make loans to officers or loan guarantees available to “promoters” as that term is commonly understood

by the SEC and state securities authorities.

All future transactions between us and our officers,

directors or five percent stockholders, and respective affiliates will be on terms no less favorable than could be obtained from unaffiliated

third parties and will be approved by a majority of our independent directors who do not have an interest in the transactions and who

had access, at our expense, to our legal counsel or independent legal counsel.

Principal Accountant Fees and Services.

The aggregate fees billed by Cherry Bekaert LLP for professional services rendered for the audit of our annual financial statements,

review of the financial information included in our Forms 10-Q (where applicable) for the respective periods and other required filings

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.

Audit-Related

The aggregate fees billed by Cherry Bekaert LLP for audit-related fees for the years ended December 31, 2024 and 2023 were

$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.

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 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.

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.

The Company appointed Salberg & Company P.A

(“Salberg”) as our audit firm 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 years ended December 31, 2025

and totaled $87,000 and $50,000, respectively.

The aggregate fees billed by our prior audit

firm, Cherry Bekaert LLP, for professional services rendered for the audit of our annual financial statements, review of the financial

information included in our Forms 10-Q (where applicable) for the respective periods and other required filings with the SEC for the

year ended December 31, 2024 totaled $64,000.

The above amounts include interim procedures

and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees.

The aggregate fees billed by Salberg for audit-related

fees for the year ended December 31, 2025, were $18,000.

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 audit-related fees for the year ended December 31, 2024 were $51,000.

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.

All Other Fees.

The 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 Salberg in 2025 and Cherry Bekaert LLP and Salberg in 2024.

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.

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.

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 and Salberg & Company P.A.

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 Salberg & Company P.A

and Cherry Bekaert LLP.

Exhibits, Financial Statement Schedules.

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

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)

The information called for by this Item is incorporated

herein by reference to the Exhibit Index in this Form 10-K.

At The Market Offering Agreement, dated February 14, 2025, by and between Telomir Pharmaceuticals, Inc.

and Rodman & Renshaw LLC (incorporated by reference to Exhibit 1.2 of the Company’s Form S-3 filed on February 14, 2025).

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

(incorporated by reference to Exhibit 3.1 to Form 10-K filed on February 4, 2025 )

Amended and Restated Bylaws of Telomir Pharmaceuticals, Inc.

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

(incorporated by reference to Exhibit 3.2 to Form 10K filed February 4, 2025)

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

5 unchanged sentences

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)

Employment Agreement dated May 15, 2025, between Telomir Pharmaceuticals, Inc.

and Alan Weichselbaum (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on May 21, 2025)

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)

10 unchanged sentences

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)

Consent of Salberg & Company, P.A.

Power of Attorney (included on signature page)

3 unchanged sentences

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.

9 unchanged sentences

management contract or compensatory plan or arrangement.

PHARMACEUTICALS, INC.

TO FINANCIAL STATEMENTS

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

TELOMIR PHARMACEUTICALS, INC.

INDEX TO FINANCIAL STATEMENTS

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

1 unchanged sentence

Statements of Operations for the years ended December 31, 2025 and 2024

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

Statement of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024

Statements of Cash Flows for the years ended December 31, 2025 and 2024

Notes to Financial Statements

of Independent Registered Public Accounting Firm

the Stockholders and the Board of Directors of:

Pharmaceuticals, Inc.

Report of Independent Registered Public Accounting

Board of Directors and Stockholders

Telomir 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 .

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

(the “Company”) as of December 31, 2025 and

2024, the related statements of operations, changes in stockholders’ equity and cash flows for each of the two years in the period

ended December 31, 2025, 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, 2025 and

2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, 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.

2 to the financial statements, the Company used approximately $3.7 million of cash in operations and had a net loss of $10.4 million

during the year ended December 31, 2025.

These matters raise substantial doubt about the Company’s ability to continue as a going

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.

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.

financial statements based on our audits.

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

1 unchanged sentence

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

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

Those standards require that we plan and perform the audits 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,

As part of our audits,

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.

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.

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.

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

Our audits 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.

We believe that our audits

provide a reasonable basis for our opinion.

/s/ SALBERG & COMPANY, P.A.

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

2295 NW Corporate Blvd., Suite 240 ● Boca Raton,

FL 33431-7326

(561) 995-8270 ● Toll Free:

(866) CPA-8500 ● Fax:

(866) CPA-8500

(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

Pharmaceuticals, Inc.

on the Financial Statements

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.

As discussed in

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

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

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 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.

federal 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 its 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 provided

a reasonable basis for our opinion.

Cherry Bekaert LLP

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

Pharmaceuticals, Inc.

www.salbergco.com ● info@salbergco.com

Member National Association of Certified Valuation

Analysts ● Registered with the PCAOB

Member CPAConnect with Affiliated Offices Worldwide

● Member AICPA Center for Audit Quality

Telomir Pharmaceuticals, Inc.

Current assets:

Deferred offering costs

Prepaid expenses

from related parties

Total current assets

Deferred financing costs

LIABILITIES AND STOCKHOLDERS’

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Trade accounts payable

and accrued liabilities

Trade accounts payable and accrued liabilities

Due to officer

Accrued compensation - officer

Due to related parties

party line of credit

Total current liabilities

1 unchanged sentence

Stockholders’ Equity

Preferred Stock, no par

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

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

respectively.

300,000,000 shares authorized, 34,380,971 and 29,762,671 shares issued and outstanding at December 31, 2025 and 2024, respectively.

Additional paid-in capital

Accumulated deficit

( 41,010,063 )

( 30,596,858 )

stockholders’ equity

liabilities and stockholders’ equity

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

Pharmaceuticals, Inc.

Total stockholders’ equity

Total liabilities and stockholders’ equity

The accompanying notes to the financial statements

are an integral part of these statements.

Telomir Pharmaceuticals, Inc.

OF OPERATIONS

Ended December 31,

Year ended December 31,

Operating costs:

administrative expenses

General and administrative expenses

Related party travel costs

and development expenses

operating costs

Research and development expenses

Total operating costs

Interest income

2 unchanged sentences

$ ( 10,413,205 )

on extinguishment of debt

$ ( 16,532,716 )

$ ( 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 Changes in stockholders’

EQUITY (DEFICIT )

Basic and diluted net loss per share

Basic and diluted weighted average common stock shares outstanding

The accompanying notes to the financial statements

are an integral part of these statements.

Telomir Pharmaceuticals, Inc.

of Changes in stockholders’ EQUITY

Paid-In Capital

Total Stockholders’

Balances, January 1, 2023

$ ( 992,278 )

Paid-In Capital

Balances, December 31, 2023

$ ( 14,064,142 )

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-based compensation

( 16,532,716 )

3 unchanged sentences

( 30,596,858 )

Issuance of common stock, net

Exercise of Warrants

Stock compensation

Issuance of common stock for cash in ATM, net

Issuance of common stock for cash, related party

Issuance of common stock for services

Stock-based compensation

( 10,413,205 )

3 unchanged sentences

$ ( 41,010,063 )

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

Pharmaceuticals, Inc.

The accompanying notes to the financial statements

are an integral part of these statements.

Telomir Pharmaceuticals, Inc.

of cash flows

Ended December 31,

Cash flows from Operating

Year ended December 31,

Cash flows from Operating activities:

$ ( 10,413,205 )

$ ( 16,532,716 )

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

Adjustments to reconcile net loss to net cash used in operations

Stock-based compensation expense

Issuance of common stock for services

Credit loss expenses - loan due from related party

Amortization of debt issuance costs

Change in operating assets and liabilities:

Prepaid expenses

Trade accounts payable and accrued liabilities

Due to related parties

Accrued compensation - officer

Net cash used in operating activities

( 3,688,188 )

( 5,070,428 )

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 flows from Financing activities:

Payments under related party line of credit

Repayments to related party

Repayment from officer

Proceeds from warrant exercise

Proceeds from sale of common stock, related party

Net proceeds from sale of common stock

Net cash provided by financing activities

Net change in cash

Cash, beginning of year

Cash, end of year

Supplemental disclosure of cash flow information:

Cash paid for interest

Cash paid for income taxes

Supplemental schedule of

non-cash financing activities:

Issuance of warrants on related party line

Accrued offering expense

Debt conversion to common stock

Advances to affiliates

Cash paid for income tax

Non-cash investing and financing activities:

Deferred offering costs charged to additional paid-in capital

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

Pharmaceuticals, Inc.

CASH FLOW INFORMATION

Operating, Financing and Investing Activities :

Company recorded the fair value of a total of 2,439,025 warrants issued to Bay Shore Trust during the year ended December 31, 2023 totaling

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, 2023) were issued.

See Note 6 for warrant issuances in connection with the offering.

Company converted, pursuant to a conversion agreement, the following related party debt of $ 3.1 million to common stock (after giving

effect to our 1-for-2.05 reverse stock split that occurred on December 11, 2023) on November 30, 2023:

The Bay Shore Line of Credit –

see note 4, balance of $ 1.4 million into 674,637 shares of our common stock and the MIRALOGX balance of $ 1.7 million.

into 837,841 shares

of our common stock.

The conversion of the Bay Shore Line of Credit and MIRALOGX balances resulted in a loss on the debt conversion of

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

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.

The accompanying notes to the financial statements

are an integral part of these statements.

Telomir Pharmaceuticals, Inc.

to the financial statements

31, 2025 and 2024

Description of business and summary of significant accounting policies

Pharmaceuticals, Inc.

(“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.

Description of business and summary

of significant accounting policies

Telomir Pharmaceuticals, Inc.

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

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

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

As used herein, the Company’s common stock,

no par value per share, is referred to as the “Common Stock” and the Company’s preferred stock, no par value per share,

is referred to as the “Preferred Stock.

Initial public offering

On 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 7 “Common Stock”).

Proposed merger

The Company and TELI Pharmaceuticals, Inc., a related party private

company incorporated under the laws of Delaware (“TELI”) have entered into an Agreement and Plan of Merger and Reorganization,

dated November 20, 2025, and as amended on February 4, 2026 (collectively, the “Merger Agreement”), pursuant to which a wholly

owned subsidiary of Telomir will merge with and into TELI, with TELI surviving as a wholly owned subsidiary of Telomir (the “Merger”),

subject to shareholder approval.

At the effective time of the Merger (the “Effective Time”), each outstanding share of common

stock of TELI, $ 0.0001 par value per share (“TELI Common Stock”), will be converted into the right to receive such number

of Telomir Common Stock as is calculated based on the exchange ratio of the shares for the Merger (the “Exchange Ratio”).

The Exchange Ratio is calculated using the relative company valuations of each of Telomir and TELI, as determined by a third-party valuation

firm (as further described herein).

It is expected that shareholders of TELI will receive one share of Telomir Common Stock for each

share of TELI Common Stock held (the “Merger Share Consideration”).

The Telomir Common Stock issued as the consideration

will not be registered for trading under the Securities Act.

The Merger will result in an alignment of U.S.

rights to Telomir-1

within a single public company structure, thereby simplifying global development and partnership efforts.

As a result of the Merger,

TELO will own the entire worldwide intellectual property portfolio and development programs related to Telomir-1.

See Note 5, Merger

Revenue recognition

The 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 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.

A valuation 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

16 unchanged sentences

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

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.

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.

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

measuring fair value, and expands disclosures about fair value measurements.

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.

The 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.

Research and development expenses

Research and development costs are expensed in

the period in which they are incurred and include the expenses paid to third parties, such as contract research organizations and consultants,

who conduct research and development activities on behalf of the Company.

Use of estimates

The preparation of 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.

maintains cash and cash equivalent balances at two financial institutions that are insured by the Federal Deposit Insurance Corporation

The Company’s accounts at these institutions are insured by the FDIC up to $ 250,000 .

On December 31, 2025

and 2024, the Company had cash in excess of FDIC limits of approximately $ 7.0 million and $ 1.0 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.

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

The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model.

of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the

straight-line method.

The Company has elected to account for forfeitures of stock-based awards as they occur.

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

GAAP describes three levels of inputs that may be used to measure fair value:

1 – quoted prices in active markets for identical assets or liabilities.

2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable.

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

(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

Level 1 – quoted prices

in active markets for identical assets or liabilities.

Level 2 – quoted prices

for similar assets and liabilities in active markets or inputs that are observable.

Level 3 – inputs that

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

The Company considers the carrying amount of

prepaid assets and all current liabilities to approximate fair value due to the short-term nature of those elements.

Earnings per Share

Earnings (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, 2025 and December 31, 2024 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, 2025 there were 2,814,057 common stock warrants and 4,187,670 common stock options that were not included in the computation of diluted

earnings per share, because to do so would have an antidilutive effect.

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

Recent accounting pronouncements not yet

In December 2023, the FASB issued ASU 2023-09,

Income Taxes (Topic 740) - Improvements to Income Tax Disclosures .

The new standard requires a company to expand its existing

income tax disclosures, specifically related to the rate reconciliation and income taxes paid.

The standard is effective for the Company

beginning in fiscal year 2025.

The Company applied the amendments prospectively for the year ended December 31, 2025, and the impact

of the adoption of the amendments in this update was not material to the Company’s financial position and results of operations

for the year ended December 31, 2025, since the amendments require only enhancement of existing income tax disclosures in the footnotes

to the Company’s financial statements.

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.

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

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.

of December 31, 2025, the Company had cash of approximately $ 7.3 million.

The Company raised approximately $ 9.6 million in 2025, used

approximately $ 3.7 million of cash in operations during the year ended December 31, 2025, had a net loss of $ 10.4 million in 2025 and

had stockholders’ equity of approximately $ 5.9 million at December 31, 2025, versus stockholders’ equity of approximately

$ 0.6 million at December 31, 2024.

Historically,

the Company has been primarily engaged in developing Telomir-1.

Historically, the Company has been primarily

engaged in developing Telomir-1.

During these activities, the Company sustained substantial losses.

Company’s ability to fund ongoing operations and future clinical trials required for FDA approval is dependent on the Company’s

ability to obtain significant additional external funding in the near term.

Since inception, the Company has financed its operations

through related party financings-see Note 4 and an initial public offering – see Note 1.

Additional sources of financing may be

sought by the Company.

However, there can be no assurance that any fundraising will be achieved on commercially reasonable terms, if

of the date of filing this Annual 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 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

The Company’s ability to fund

ongoing operations and future clinical trials required for FDA approval is dependent on the Company’s ability to obtain significant

additional external funding in the near term.

Since inception, the Company has financed its operations through related party financings-see

Note 4, an initial public offering – see Note 1, and ATM financings.

Additional sources of financing may be sought by the Company.

However, there can be no assurance that any fundraising will be achieved on commercially reasonable terms, if at all.

As of the date of filing this Annual 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 capital through additional debt and/or equity financings to fund our operations in the

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.

License agreement, related party

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.

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”).

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,

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.

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

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 were due on demand and are non-interest bearing.

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

$ 0.13 million.

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.

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 owned by a trust established by the Company’s founder—a related party to the Company and greater than 10 % shareholder.

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”

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

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.

Related parties balances and transactions

Due to Officer

On May 27, 2025, 400,000 fully vested common

shares were granted for services to our Chairman and Chief Executive Officer, Erez Aminov, who is the son-in-law of Jonnie R.

The shares were valued at $ 840,000 based on the stock quoted trading price at the grant date and were expensed immediately

as compensation expense.

In December 2025, Mr.

Aminov transferred $ 155,518 to the Company, for the Company to use to pay certain payroll

withholding taxes Mr.

Aminov owed as a result of this RSU grant.

These payroll taxes ultimately were not paid in the Company’s

payroll processing.

Therefore, in January 2026, $ 155,518 was paid back to Mr.

Aminov so he can remit this amount directly to the IRS.

The company, however, did remit the employer portion of his Medicare taxes totaling $ 12,180 in 2025.

Due from related parties

During the year ended December 31, 2023, the

Company provided working capital advances to 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

June 15, 2023, the Company entered into a Promissory Note and Loan Agreement with the Bay Shore Trust, a trust established by the Company’s

founder, Jonnie R.

Williams, Sr., and under which various of his family members are beneficiaries.

Under this Promissory Note and Loan

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

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 (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.

Amounts due from related parties as of December 31, 2023 were $ 0.13 million.

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.

Due to related parties

During the year ended December 31, 2024, the

Company received working capital advances from related party companies under common control.

These advances are due on demand and are

non-interest bearing.

During the year ended December 31, 2025, a related party, MIRALOGX, shipped pharmaceutical chemicals to Telomir’s

service provider for ongoing research at a cost of approximately $ 224,800 .

As of December 31, 2025 and 2024, the amounts due to related

parties is $ 318,234 and $ 93,432 , respectively.

Investment from Largest Shareholder

On May 19, 2025, 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, 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

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.

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

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.

Bay Shore Trust Line of Credit

On June 15, 2023, the Company entered into a

Promissory Note and Loan Agreement with the Bay Shore Trust, a trust established by the Company’s founder, Jonnie R.

Sr., and under which various of his family members are beneficiaries.

Under this Promissory Note and Loan 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 IPO.

As of December 31,

2025 and 2024, the line of credit is no longer available as the IPO was completed in February 2024.

In 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 (See Note 7).

Starwood Trust Line of Credit and Stock

Purchase Agreement

On September 24, 2024 the Company entered into

an unsecured Promissory Note and Loan Agreement (“the Starwood Note”) with the Starwood Trust, a separate related party trust

established by the Company’s founder, Jonnie R.

Williams, Sr.

who is the 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.

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.

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, 2025 and 2024,

the Company has not borrowed any amounts under the Starwood Note.

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.

License agreement - See Note 3

Related 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 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

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.

For the year ended December 31, 2025 and December 31, 2024, the

Company incurred nil and $ 0.37 million, respectively, in expenses under the aircraft lease agreement.

The aircraft lease was terminated

in April 2024 and no other costs have been incurred under this agreement since the lease termination (See Note 6 Variable lease costs).

Related Party Rental Agreement -

see Note 6 for Variable lease costs.

Proposed Merger Agreement

The Company and TELI Pharmaceuticals, Inc., a

related party private company incorporated under the laws of Delaware (“TELI”) have entered into an Agreement and Plan of

Merger and Reorganization, dated November 20, 2025, and as amended on February 4, 2026 (collectively, the “Merger Agreement”),

pursuant to which a wholly owned subsidiary of Telomir will merge with and into TELI, with TELI surviving as a wholly owned subsidiary

of Telomir (the “Merger”), subject to shareholder approval.

At the effective time of the Merger (the “Effective Time”),

each outstanding share of common stock of TELI, $ 0.0001 par value per share (“TELI Common Stock”), will be converted into

the right to receive such number of Telomir Common Stock as is calculated based on the exchange ratio of the shares for the Merger (the

“Exchange Ratio”).

The Exchange Ratio is calculated using the relative company valuations of each of Telomir and TELI, as

determined by an independent valuation firm.

It is expected that shareholders of TELI will receive one share of Telomir Common Stock

for each share of TELI Common Stock held (the “Merger Share Consideration”).

The Telomir Common Stock issued as the consideration

will not be registered for trading under the Securities Act.

The Merger will result in an alignment of U.S.

rights to Telomir-1

within a single public company structure, thereby simplifying global development and partnership efforts.

As a result of the Merger,

Telomir will own the entire worldwide intellectual property portfolio and development programs related to Telomir-1.

The transaction is expected to be recorded

as an asset acquisition from a related party at acquired cost basis with two assets to be acquired, the license agreement and

$ 1,000,000 in cash or marketable securities.

TELI is a newly formed legal entity with no revenue, no employees, no facilities, and

no infrastructure.

TELI’s assets as of the Merger Date will consist exclusively of the $ 1,000,000 in cash or marketable

securities and the Telo-1 license agreement with MIRALOGX.

MIRALOGX is the licensor of the Company’s and TELI’s rights

to Telomir-1.

MIRALOGX is a separate intellectual property development company owned by the Bayshore Trust.

The Bayshore Trust, a

related party, is also TELI’s largest stockholder.

The license agreement grants rights to develop and commercialize the

Telomir-1 compound in the United Arab Amirates, Australia, Canada, China, European Union, Israel, India, Japan, South Korea, Mexico,

Argentina, Taiwan and Uruguay.

No other tangible or intangible assets, such as equipment, customer relationships, or developed

technologies, will be transferred.

The contingent consideration to Telomir in the transaction consists of two possible payments.

Certain shareholders of TELI will agree to provide $ 2 million upon FDA acceptance of an Investigational New Drug or IND application

for Telomir-1, and $ 2 million upon initiation of a Phase 1/2 study.

The Company’s former corporate headquarters

was located in Baltimore, Maryland, which included a lease for office space.

This lease 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

To 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.

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:

of components of lease expenses

ended December 31,

In September 2024, the Company

decided to no longer utilize the shared space and moved to a virtual office model.

The Company has not had a physical office space since

October 2024.

Variable lease costs

Variable 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 nil and $ 0.32 million in 2025 and 2024, respectively.

Beginning August 1, 2023, the Company’s

accounting and administrative staff began sharing office space with a related party in Tampa, Florida.

During the year ended December

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

The Company did not have lease costs during

the year ended December 31, 2025.

The components of lease expense were as follows:

Schedule of Components of Lease Expenses

Year ended December 31,

Operating lease cost

Operating lease

Variable lease costs

Total lease cost

Stockholders’ equity

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.

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 split.

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.

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.

On 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”).

On 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

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 to be sold of up to $ 100,000,000 .

During the year ended December 31, 2025, the Company sold a total

of 3,218,300 shares of its common stock, at a weighted average price of $ 2.12 for total proceeds of $ 6,553,209 , net of costs of $ 72,092 .

On May 19, 2025, 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.

Company issued 333,334 restricted shares of its common stock, no par value 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.

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.

In connection with various transactions and the

IPO summarized below, the Company issue stock warrants.

Warrant activity for the years ended December 31, 2025 and 2024 is summarized

Schedule of Warrant Activity

Weighted Average

Remaining Contractual

Aggregate Intrinsic

Exercise Price

Outstanding as of December 31, 2023

Outstanding as December 31, 2024

Outstanding as of December 31, 2025

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.

The warrants herein consist of 2,439,025 warrants issued to Bay Shore Trust

that have a remaining contractual term of 2.5 years as of December 31, 2025, and 335,032 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.

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 2.5 years as of December 31, 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 3.2 years.

See disclosures below for more information on these warrants

placement Warrants

the year ended December 31, 2023, the Company issued to the 2023 Private Placement investors a Common Stock warrant the right to purchase

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.

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

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, or 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..

Bay Shore Trust Warrants

In 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.

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:

Schedule 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

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).

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.

In 2023 this cost was recorded as deferred financing

costs and additional paid in capital on the balance sheet and was amortized straight-line over the term of the line of credit (which

is 24 months).

Associated amortization of deferred finance costs was recorded to interest expense on the statement of operations.

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 in 2024.

As of December 31, 2024, the warrant is fully amortized (see Note 4).

On November 22, 2024, Bay Shore Trust transferred

100,000 warrants to an unaffiliated party as part of a gift transfer.

In 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.

Underwriter warrants

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 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

1 unchanged sentence

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

The warrants were considered equity issuance costs and therefore there was no financial statement

impact during the year ended December 31, 2024.

Key assumptions used to value underwriter warrants in February 2024

are as follows:

Schedule of Key Assumptions Used to Value Warrants

Expected price volatility

3 unchanged sentences

Dividend yield

Pharmaceuticals, Inc.

to the financial statements

31, 2024 and 2023

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.

In December 2023, the Company’s Board of

Directors adopted the Company’s 2023 Omnibus Incentive Plan, (“2023 Plan”).

The 2023 Plan authorizes

the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, to the Company’s employees

and any of its parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, restricted stock,

restricted stock units, stock appreciation rights, performance units and performance shares to the Company’s employees, directors,

and consultants and any of its future subsidiary corporations’ employees and consultants

The 2023 Plan provides that 6,500,000

shares of the Company’s Common Stock are reserved for issuance under the 2023 Plan, all of which may be issued pursuant

to the exercise of incentive stock options.

Stock-based compensation

Stock options

The vesting period for stock options granted is generally

immediately to one year.

All stock options granted under the 2023 Plan have a maximum contractual term of ten years.

The grant-date fair value of each option award

is estimated on the date of grant using the Black-Scholes-Merton option-pricing model that uses assumptions for expected volatility,

expected dividends, expected term, and the risk-free interest rate.

In 2024 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.

Starting in 2025 expected price

volatility is based solely on the Company’s trading history for its common stock.

Expected term of options granted is derived using

the “simplified method” which computes expected term as the average of the sum of the vesting term plus contract term.

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

The Company recognizes forfeitures as

The weighted average assumptions for grants are

provided in the following table:

Schedule of Key Assumptions Used to Value Stock Options

Year ended December 31,

Expected volatility

92.5 - 139.0 %

88.8 - 90.4 %

Expected term (years)

Expected dividend yield

Risk-free interest rate

During the year ended December 31, 2025, the Company

issued stock options under the 2023 Plan as follows:

Schedule of Issued Stock Options

of stock options

summary of the Company’s stock option activity is as follows:

Schedule of Stock Option Activity

Weighted Average

stock options

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

significant components of the Company’s net deferred tax assets are as follows as of December 31:

Schedule of net

deferred tax assets

contractual life

intrinsic value

Balance at December 31, 2024

Balance at December 31, 2025

Vested and exercisable at December 31, 2025

Vested and expected to vest at December 31, 2025

The Company recognized approximately $ 5.3 million

and $ 6.9 million in stock-based compensation in 2025 and 2024, respectively.

The weighted average grant-date fair values of options granted

during the years ended December 31, 2025 and 2024 were $ 1.84 and $ 3.80 per share, respectively.

The grant date fair value of shares vested

during the years ended December 31, 2025 and 2024 was $ 11.8 million and $ 4.0 million, respectively.

As of December 31, 2025, there is

$ 83,600 of unrecognized compensation cost related to unvested stock options granted under the Company’s 2023 Plan that is expected

to be recognized over the next year.

Restricted Stock Units (RSUs)

In 2025 the Chairman and CEO was issued RSUs

for 400,000 common shares which were fully vested upon grant.

These RSUs were valued at $ 840,000 based on the stock quoted

trading price at the grant date and were expensed immediately as compensation expense.

Note 8 – Income Taxes

The significant components of the

Company’s net deferred tax assets and liabilities consisted of the following:

Schedule of Net Deferred Tax Assets

Deferred tax assets:

Net operating

loss carry-forward

Section 174 Qualified Research

Stock Compensation

Net operating loss carryforward

Section 174 capitalized research and development

Goodwill and intangibles

Stock-based compensation

Deferred tax assets, gross

1 unchanged sentence

( 11,274,876 )

( 7,182,482 )

Deferred tax assets, net

Deferred tax liabilities

net deferred tax asset

in 2022, in accordance with Internal Revenue Code Section 174, Qualified Research Expenditures are capitalized for tax purposes and amortized

over a period of five years.

Accordingly, for income tax purposes, and as of December 31, 2024 and December 31, 2023, the Company has

recorded a deferred tax asset totaling approximately $ 1.0 million and $ 0.5 million, respectively, related to the timing difference between

GAAP and Tax recognition of these expenditures.

components of the provision for income taxes consist of the following:

Total net deferred tax asset

Provision for (benefit from) income taxes consisted of the following:

Schedule of Provision for Income Taxes

Deferred tax:

Deferred benefit

$ ( 463,477 )

$ ( 846,351 )

in valuation allowance

Total deferred

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

more likely than not (a likelihood of more than 50%) that some portion or all of the deferred tax assets will not be realized.

The valuation

allowance should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized.

has recorded a full valuation allowance against its deferred tax assets generated by net operating loss carryforwards as it has determined

that such amounts may not be recognizable, given the historical losses of the Company to date.

As of December 31, 2024, the Company has

a cumulative federal net operating loss carryforward of approximately $ 17.4 million.

The net operating loss carryforwards have no expiry

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.

Total deferred tax expense (benefit)

Total provision for income taxes

Beginning in 2022, in accordance with Internal

Revenue Code Section 174, Qualified Research Expenditures are capitalized for tax purposes and amortized over a period of five years.

Accordingly, for income tax purposes, and as of December 31, 2025 and 2024, the Company has recorded a deferred tax asset

totaling approximately $ 0.7 million and $ 1.0 million, respectively, related to the timing difference between GAAP and Tax recognition

of these expenditures.

Under current law, beginning in tax years after December 31, 2024, domestic research and experimental expenditures may again be deducted

currently for U.S.

federal income tax purposes;

however, the Company continues to carry deferred tax assets related to research costs

capitalized in prior periods that will reverse as amortization deductions are claimed.

A reconciliation of the statutory U.S.

federal income

tax rate to the Company’s effective income tax rate is as follows:

Schedule of Reconciliation Effective Income Tax Rate

Provision for income taxes at U.S.

federal statutory rate

$ ( 2,186,773 )

State Taxes, Net of Federal Benefit

Change in Valuation Allowance

Permanent Items

State income taxes, net of federal benefit

Changes in valuation allowance

( 1,228,815 )

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.

TELOMIR PHARMACEUTICALS, INC.

February 4, 2025

ASC Topic 740 requires that a deferred tax amount

be reduced by a valuation allowance if, based on the weight of available evidence it is more likely than not (a likelihood of more than

50%) that some portion or all of the deferred tax assets will not be realized.

The valuation allowance should be sufficient to reduce

the deferred tax asset to the amount that is more likely than not to be realized.

The Company has recorded a full valuation allowance

against its deferred tax assets generated by net operating loss carryforwards as it has determined that such amounts may not be recognizable,

given the historical losses of the Company to date.

As of December 31, 2025, the Company has a cumulative federal net operating loss

carryforward of approximately $ 30.2

The net operating loss carryforward have no expiry date.

In 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 17, 2026

Executive Officer

Executive Officer)

Michelle Yanez

Alan Weichselbaum

Financial Officer

Financial Officer)

accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities

and on the dates indicated.

Executive Officer and Chairman

In accordance with the Exchange Act, this report

has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Executive Officer and Chair

Executive Officer)

Michelle Yanez, MBA

Alan Weichselbaum

Financial Officer

4 unchanged sentences

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