Telomir Pharmaceuticals, Inc. 10-K

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis provide information which our management believes is relevant to an assessment and understanding of our results of operations and financial condition. You should read the following discussion and analysis of our results of operations and financial condition together with our financial statements and related notes and other information included elsewhere in this Annual Report. In addition to historical financial information, this discussion contains forward-looking statements based upon our current expectations that involve risks and uncertainties. Our actual results could differ materially from such forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Annual Report. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future. Overview We are a preclinical-stage pharmaceutical company focused on the development of novel small-molecule therapeutics targeting age-related diseases and oncology. Our lead investigational candidate, Telomir-1, is a small molecule metal ion regulator designed to modulate intracellular metal homeostasis. Dysregulation of metal ions, including iron, copper, zinc, and calcium, has been implicated in cellular aging processes as well as in tumor cell proliferation, oxidative stress, and other oncogenic pathways. By influencing intracellular metal balance, Telomir-1 may affect biological mechanisms relevant to age-related conditions and certain oncology indications. We are conducting ongoing preclinical research in animal and other model systems to further evaluate these potential applications. There can be no assurance that preclinical findings will translate into clinical benefit in humans. We had net losses of $10.4 and $16.5 million for the years ended December 31, 2025 and 2024, respectively. The Company and TELI Pharmaceuticals, Inc., a 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”). 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. 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. and non-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. As a condition to the closing of the Merger, TELI must hold at least $1 million in either cash, marketable securities or a combination of cash and marketable securities and certain shareholders of TELI must agree to provide $2 million upon FDA acceptance of an Investigational New Drug (IND) application for Telomir-1, and $2 million upon initiation of a Phase 1/2 study. The actual payments of such amounts following the milestones are not a condition to the closing of the Merger. At the Effective Time, Telomir’s stockholders will continue to own and hold their existing shares of Telomir Common Stock. Following the Merger, Telomir’s shares will continue to be listed on the Nasdaq under the symbol “TELO”. 51 Components of our Results of Operations Research and Development Expenses Research and development expenses represent costs incurred to conduct research and development of our product candidate. We recognize all research and development costs as they are incurred. Research and development expenses consist primarily of the following: ● contracted research and manufacturing; ● consulting arrangements; and ● other expenses incurred to advance the Company’s research and development activities. Our operating expenses have historically been the cost associated with our initial investment in pre-clinical research and development activities. We expect research and development expenses to increase in the future as we advance Telomir-1 into and through clinical trials and pursue regulatory approvals, which will require a significant investment in costs of clinical trials, regulatory support, and contract manufacturing. In addition, we will evaluate opportunities to acquire or in-license additional product candidates and technologies, which may result in higher research and development expenses due to license fee and/or milestone payments, as well as added clinical development costs. The process of conducting clinical trials necessary to obtain regulatory approval is costly and time consuming. We may never succeed in timely development and achieving regulatory approval for our product candidates. The probability of success of our product candidates may be affected by numerous factors, including clinical data, competition, manufacturing capability and commercial viability. As a result, we are unable to determine the duration and completion costs of our development projects or when and to what extent we will generate revenue from the commercialization and sale of our product candidates. General and Administrative Expenses General and administrative expenses consist of administrative functions, as well as fees paid for legal consulting fees and facilities costs not otherwise included in research and development expenses. Legal costs include general corporate legal fees and license costs. We expect to incur additional expenses as a result of becoming a public company, including expenses related to compliance with the rules and regulations of the SEC and Nasdaq, additional insurance, investor relations and other administrative expenses and professional services. 52 Results of Operations for years ended December 31, 2025 and 2024 For the year ended December 31, 2025 2024 Revenues $ - $ - Operating costs: General and administrative expenses 8,103,280 9,636,333 Related party travel costs - 370,500 Research and development expenses 2,435,569 2,235,341 Total operating costs 10,538,849 12,242,174 Interest income 125,644 48,000 Interest expense - (4,338,542 ) Net loss $ (10,413,205 ) $ (16,532,716 ) General and Administrative Expenses. We incurred general and administrative expenses of $8.1 million and $9.6 million during the years ended December 31, 2025 and 2024, respectively. General and administrative expenses in the year ended December 31, 2025 consisted of stock-based compensation expense of $5.2 million, issuance of common stock for services of $840,000, payroll and benefits expense of $0.7 million, executive cash bonus of $0.4 million, legal expenses of $0.2 million, accounting expenses of $0.1 million, and other expenses of $0.8 million. General and administrative expenses in the year ended December 31, 2024 consisted of stock compensation expense of $6.7 million for new options granted in 2024, payroll expense of $1.2 million, accounting and legal expenses of $0.6 million relating to the IPO in 2024, and office and rent expenses of $1.1 million. Related Party Travel Costs. We did not incur related party travel costs in the year ended December 31, 2025. We incurred $0.4 million in related party travel costs during the year ended December 31, 2024. Related party travel costs consisted of a shared lease and use of an airplane with an entity under common control. We ceased using the airplane after March 2024 and our obligations related to this lease terminated shortly thereafter. Research and Development Expenses. We incurred research and development expenses of $2.4 million and $2.2 million during the years ended December 31, 2025 and 2024. The following categorized various elements of R&D expense in 2025: R&D Category Expense Toxicology $0.6 million Pre-clinical research $1.6 million R&D consultants $0.2 million Interest income (expense). We recorded interest income of $0.1 million in the year ended December 31, 2025, compared with $0.05 million in the year ended December 31, 2024. We incurred $4.4 million in interest expense during the year ended December 31, 2024 in contrast to incurring none for the year ended December 31, 2025. Interest expense during 2024 was composed of debt issuance costs related to a line of credit financing that expired upon the completion of the IPO. Liquidity and Capital Resources Sources of Liquidity Since our inception in August 2021, we have financed our operations primarily through sales of our common stock. These equity financings included the proceeds from our initial public offering that occurred in February of 2024, a $1.0 million stock purchase agreement of our Common Stock with Starwood Trust that occurred in the fourth quarter of 2024, a $3 million stock purchase agreement in 2025 with The Bayshore Trust, and our ATM Financings. We raised $6.5 million from ATM financings in the year ended December 31, 2025. We intend to finance our clinical development programs and working capital needs from existing cash and potential new sources of debt and equity financing. Further, we plan to conduct a raise of capital in the near future to assist in financing working capital needs. 53 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 its common stock, no par value (the “Common Stock”) at a purchase price of $3.00 per share, representing an 18% premium to the closing share price of the Common Stock of $2.54 on the date of execution (the “Bayshore Financing”). 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. On September 24, 2024 we entered into an unsecured Promissory Note and Loan Agreement with the Starwood Trust, a separate trust which was established by our founder for the benefit of his family. Under this Promissory Note and Loan Agreement (the “Starwood Note”), we have the right to borrow up to an aggregate of $5 million from the Starwood Trust at any time up until the second anniversary of the note. Our right to borrow funds under the Starwood Note is subject to the absence of a material adverse change in its assets, operations, or prospects. The Starwood Note, together with accrued interest, is to become due and payable on the second anniversary of the issuance of the note and provides for prepayment at any time without penalty. The Starwood Note accrues interest at a rate equal to 7% per annum, simple interest. Further, on December 9, 2024, Starwood Trust entered into a stock purchase agreement with us to purchase 142,857 shares of unregistered common stock at $7 a share for a total of $1.0 million in proceeds to us. Since January 1, 2023, MIRALOGX, an intellectual property development and holding company owned by Bay Shore Trust, 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. The total amount advanced and outstanding as of December 31, 2024 was $0.06 million. We have incurred significant losses and negative cash flows from operations since inception and expect to incur additional losses until such time that we can generate significant revenue and profit. We had negative cash flow from operations of approximately $3.7 million for the year ended December 31, 2025 and an accumulated deficit of approximately $41.0 million as of December 31, 2025. As of December 31, 2025 we had cash and cash equivalents of approximately $7.3 million. We currently expect that our cash and cash equivalents will be sufficient to fund our operations, development plans, and capital expenditures through the first quarter of 2027. We did not have any material non-cancellable contractual obligations as of December 31, 2025. Cash Flows The following table provides information regarding our cash flows for the periods presented: Year Ended December 31, 2025 2024 Net cash provided by (used in): Operating activities $ (3,688,188 ) $ (5,070,428 ) Financing activities 9,708,727 6,335,328 Net change in cash $ 6,020,539 $ 1,264,900 Net Cash Used in Operating Activities For the year ended December 31, 2025, operating activities used $3.7 million of cash, primarily due to a net loss of $10.4 million and a decrease in accounts payable of $0.05 million, offset by $5.3 million of stock compensation expense, $0.8 million in common stock issued for services, and $0.2 million increase in due to related parties. For the year ended December 31, 2024, operating activities used $5.1 million of cash, primarily due to a net loss of $16.5 million, offset by a $0.11 million change in accounts payable, accrued and prepaid expenses, $4.4 million in amortization of debt issuance costs and $6.9 million of stock compensation expense. Accounts payable was composed of research and development payables, and accounting and legal expenses. 54 Net Cash Provided by Financing Activities For the year ended December 31, 2025, financing activities provided $9.7 million of cash, resulting from $6.5 million from the sale of common stock in ATM financings, $3.0 million in sales of common stock to a related party, and $0.2 million in due to officer. For the year ended December 31, 2024, financing activities provided $6.3 million of cash, resulting primarily from $6.8 million from the sale of common stock, offset by $0.5 million in repayments to a related party. To date, we have not generated any revenue from product sales. We do not expect to generate revenue from product sales unless and until we successfully complete pre-clinical and clinical development of, receive regulatory approval for, and commercialize a program and we do not know when, or if at all, that will occur. We expect our expenses to increase substantially in connection with our ongoing activities, particularly as we advance the pre-clinical activities and studies and initiate clinical trials. In addition, if we obtain regulatory approval for any programs, we expect to incur significant expenses related to product sales, marketing, and distribution to the extent that such sales, marketing and distribution are not the responsibility of potential collaborators. The timing and amount of our operating expenditure will depend largely on the factors set out above. Our funding requirements and timing and amount of our operating expenditure will depend on many factors, including, but not limited to: ● the rate of progress in the development of our Telomir-1 program and other development programs; ● the scope, progress, results and costs of pre-clinical studies and clinical trials for any other current and future programs; ● the number and characteristics of programs and technologies that we develop or may in-license; ● the costs and timing of future commercialization activities, including manufacturing, marketing, sales and distribution, for any of our programs for which we receive marketing approval; ● the costs necessary to obtain regulatory approvals, if any, for any approved products in the United States and other jurisdictions, and the costs of post-marketing studies that could be required by regulatory authorities in jurisdictions where approval is obtained; ● the costs and timing of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending any intellectual property-related claims; ● the continuation of our existing licensing arrangements and entry into new collaborations and licensing arrangements; ● the costs we incur in maintaining business operations; ● the costs of hiring additional clinical, quality control, manufacturing and other scientific personnel; 55 ● the costs adding operational, financial and management information systems and personnel; ● the costs associated with being a public company; ● the revenue, if any, received from commercial sales of our programs for which we receive marketing approval; ● the effect of competing technological and market developments; and ● the extent to which we acquire or invest in businesses, products and technologies, including entering into licensing or collaboration arrangements for programs. Identifying potential programs, product candidates, conducting pre-clinical studies and clinical trials is a time consuming, expensive and uncertain process that takes years to complete, and we may never generate the necessary data or results required to obtain marketing approval and achieve product sales. In addition, our programs, if approved, may not achieve commercial success. Our commercial revenues, if any, will be derived from sales of products that we do not expect to be commercially available for many years, if ever. Accordingly, we will need to obtain substantial additional funds to achieve our business objectives. Recently Issued and Adopted Accounting Pronouncements A description of recently issued and adopted accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 1 to our financial statements appearing at the end of this Annual Report. Off-Balance Sheet Arrangements During the periods presented, we did not have, nor do we currently have, any off-balance sheet arrangements as defined under Generally Accepted Accounting Principles (GAAP) and SEC rules. Summary of Critical Accounting Policies and Estimates Research and development expenses Research and development costs are expensed in the period in which they are incurred and include the expenses paid to third parties, such as contract research organizations and consultants, who conduct research and development activities on behalf of the Company. Patent-related costs, including registration costs, documentation costs and other legal fees associated with the application, are expensed in the period in which they are incurred. Stock-based compensation The Company accounts for stock-based compensation under the provisions of FASB ASC 718, “ Compensation - Stock Compensation ”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, directors and consultants based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. The Company has elected to account for forfeiture of stock-based awards as they occur. 56 Emerging Growth Company Election We are an “emerging growth company” as defined in Section 2(a) of the Securities Act and have elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. We expect to continue to take advantage of the benefits of the extended transition period, although we may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. We expect to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and non-public companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used. In addition, we intend to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act and compliance with applicable laws, if, as an emerging growth company, we rely on such exemptions, we are not required to, among other things: (a) provide an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002; (b) provide all of the compensation disclosures that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; (c) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (d) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation. We will remain an emerging growth company under the JOBS Act until the earliest of (a) December 31, 2027, (b) the last date of our fiscal year in which we had total annual gross revenue of at least $1.07 billion, (c) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC or (d) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Smaller reporting companies are not required to provide the information required by this item.