Telomir Pharmaceuticals, Inc. 10-K

Item 9A. Controls and Procedures. 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. 57 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 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, 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. Based on the criteria established by COSO management concluded that the Company’s internal control over financial reporting was effective 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. Changes 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. Item 9B. Other Information. None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 58 PART III 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. Item 10. 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. Item 11. Executive Compensation 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.” Item 12. 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.” Item 13. 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 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, and Mr. 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. This amendment was reaffirmed by new management on October 18, 2024. 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 time. Supera Aviation is a company owned by Starwood Trust, a trust established by Mr. Williams. 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 annum. 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. 59 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 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. 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 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 . 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. Item 14. Principal Accountant Fees and Services. Audit Fees. 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. Tax Fees. There were no fees billed by Salberg & Company P.A for tax services. All Other Fees. None 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. The full Audit Committee approves proposed services and fee estimates for these services. The Audit Committee chairperson has been designated by the Audit Committee to approve any audit-related services arising during the year that were not pre-approved by the Audit Committee. 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 Salberg & Company P.A and Cherry Bekaert LLP. 60 PART IV Item 15. Exhibits, Financial Statement Schedules. The information called for by this Item is incorporated herein by reference to the Exhibit Index in this Form 10-K. INDEX TO EXHIBITS Exhibit No. Exhibit Description 1.1 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). 3.1 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 ) 3.2 Amended and Restated Bylaws of Telomir Pharmaceuticals, Inc. (incorporated by reference to Exhibit 3.2 to Form 10K filed February 4, 2025) 4.1 Form of Representative’s Warrant (incorporated by reference to Exhibit 4.1 to Form S-1/A filed December 19, 2023) 4.2 Common Stock Purchase Warrant, dated June 15, 2023, between Telomir Pharmaceuticals, Inc. and Bay Shore Trust (incorporated by reference to Exhibit 4.2 to Form S-1/A filed December 14, 2023) 4.3 Form of Common Stock Purchase Warrant, by and between the Company and certain investors from January 2023 through March 2023 (incorporated by reference to Exhibit 4.3 to Form S-1/A filed December 19, 2023) 4.4 Description of Securities (incorporated by reference to Exhibit 4.4 to Form 10-K filed March 29, 2024) 10.1 2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Form S-1/A filed December 14, 2023) 10.2 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) 10.3 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) 10.4 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) 10.5 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.3 to Form S-1/A filed December 14, 2023) 10.6 Amended and Restated License Agreement, dated August 11, 2023, by and between Telomir Pharmaceuticals, Inc. and MIRALOGX LLC (incorporated by reference to Exhibit 10.4 to Form S-1 filed November 14, 2023) 10.7 Amendment No. 1 to Amended and Restated License Agreement, dated November 10, 2023, by and between Telomir Pharmaceuticals, Inc. and MIRALOGX LLC (incorporated by reference to Exhibit 10.5 to Form S-1 filed November 14, 2023) 10.8 Promissory Note and Loan Agreement, dated June 15, 2023, by and between Telomir Pharmaceuticals, Inc. and Bay Shore Trust (incorporated by reference to Exhibit 10.8 to Form S-1/A filed December 14, 2023) 14.1 Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to Form S-1/A filed December 14, 2023) 19.1 Insider Trading Policy (incorporate by reference to Exhibit 99.5 to Form S-1/A filed December 14, 2023) 21.1 List of Subsidiaries of Registrant (incorporated by reference to Exhibit 21.1 to Form S-1/A filed December 14, 2023) 23.1 Consent of Salberg & Company, P.A. 24.1 Power of Attorney (included on signature page) 31.1 Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 31.2 Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Policy Relating to Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97.1 to Form 10-K filed March 29, 2024) 99.1 Audit Committee Charter (incorporated by reference to Exhibit 99.1 to Form S-1/A filed December 14, 2023) 99.2 Nominating and Corporate Governance Committee Charter (incorporated by reference to Exhibit 99.2 to Form S-1/A filed December 14, 2023) 99.3 Compensation Committee Charter (incorporated by reference to Exhibit 99.3 to Form S-1/A filed December 14, 2023) 99.4 Corporate Governance Guidelines (incorporated by reference to Exhibit 99.4 to Form S-1/A filed December 14, 2023) 99.6 Related Person Transaction Policy and Procedures (incorporated by reference to Exhibit 99.6 to Form S-1/A filed December 14, 2023) ^ Previously filed. + Denotes management contract or compensatory plan or arrangement. 61 TELOMIR PHARMACEUTICALS, INC. INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB Firm ID 106 ) F-2 Balance Sheets as of December 31, 2025 and 2024 F-3 Statements of Operations for the years ended December 31, 2025 and 2024 F-4 Statement of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024 F-5 Statements of Cash Flows for the years ended December 31, 2025 and 2024 F-6 Notes to Financial Statements F-7 F- 1 Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders Telomir Pharmaceuticals, Inc. Opinion on the Financial Statements We 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. Going Concern The 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 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 concern. Management’s Plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These 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 audits. 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. We 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. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. 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 on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our 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 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 audits provide a reasonable basis for our opinion. /s/ SALBERG & COMPANY, P.A. Salberg & Company, P.A. We have served as the Company’s auditor since 2024. Boca Raton, Florida March 17, 2026 2295 NW Corporate Blvd., Suite 240 ● Boca Raton, FL 33431-7326 Phone: (561) 995-8270 ● Toll Free: (866) CPA-8500 ● Fax: (561) 995-1920 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 F- 2 Telomir Pharmaceuticals, Inc. BALANCE SHEETS 2025 2024 December 31, 2025 2024 ASSETS Current assets: Cash $ 7,286,670 $ 1,266,131 Prepaid expenses 54,691 57,874 Total current assets 7,341,361 1,324,005 Total assets $ 7,341,361 $ 1,324,005 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Trade accounts payable and accrued liabilities $ 536,769 $ 587,536 Due to officer 155,518 - Accrued compensation - officer 417,470 - Due to related parties 318,234 93,432 Total current liabilities 1,427,991 680,968 Total liabilities 1,427,991 680,968 Stockholders’ Equity Preferred Stock, no par value, 100,000,000 shares authorized and none issued or outstanding. - - Common Stock, no par value; 300,000,000 shares authorized, 34,380,971 and 29,762,671 shares issued and outstanding at December 31, 2025 and 2024, respectively. - - Additional paid-in capital 46,923,433 31,239,895 Accumulated deficit ( 41,010,063 ) ( 30,596,858 ) Total stockholders’ equity 5,913,370 643,037 Total liabilities and stockholders’ equity $ 7,341,361 $ 1,324,005 The accompanying notes to the financial statements are an integral part of these statements. F- 3 Telomir Pharmaceuticals, Inc. STATEMENTS OF OPERATIONS 2025 2024 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 ) Basic and diluted net loss per share $ ( 0.33 ) $ ( 0.56 ) Basic and diluted weighted average common stock shares outstanding 31,653,094 29,539,219 The accompanying notes to the financial statements are an integral part of these statements. F- 4 Telomir Pharmaceuticals, Inc. Statements of Changes in stockholders’ EQUITY Shares Amount Paid-In Capital Deficit Equity Common Stock Additional Accumulated Total Stockholders’ Shares Amount Paid-In Capital Deficit Equity Balances, December 31, 2023 28,609,814 - $ 17,502,346 $ ( 14,064,142 ) $ 3,438,204 Issuance of common stock, net 1,142,857 - 6,832,973 - 6,832,973 Exercise of warrants 10,000 - 37,300 - 37,300 Stock-based compensation - - 6,867,276 - 6,867,276 Net loss - - - ( 16,532,716 ) ( 16,532,716 ) Balances, December 31, 2024 29,762,671 - 31,239,895 ( 30,596,858 ) 643,037 Balance 29,762,671 - 31,239,895 ( 30,596,858 ) 643,037 Issuance of common stock for cash in ATM, net 3,218,300 - 6,553,209 - 6,553,209 Issuance of common stock for cash, related party 1,000,000 - 3,000,000 - 3,000,000 Issuance of common stock for services 400,000 - 840,000 - 840,000 Stock-based compensation - - 5,290,329 - 5,290,329 Net loss - - ( 10,413,205 ) ( 10,413,205 ) Balances, December 31, 2025 34,380,971 - $ 46,923,433 $ ( 41,010,063 ) $ 5,913,370 Balance 34,380,971 - $ 46,923,433 $ ( 41,010,063 ) $ 5,913,370 The accompanying notes to the financial statements are an integral part of these statements. F- 5 Telomir Pharmaceuticals, Inc. statements of cash flows 2025 2024 Year ended December 31, 2025 2024 Cash flows from Operating activities: Net loss $ ( 10,413,205 ) $ ( 16,532,716 ) Adjustments to reconcile net loss to net cash used in operations Stock-based compensation expense 5,290,329 6,867,276 Issuance of common stock for services 840,000 - Credit loss expenses - loan due from related party - 130,000 Amortization of debt issuance costs - 4,338,543 Change in operating assets and liabilities: Prepaid expenses 3,183 ( 57,160 ) Trade accounts payable and accrued liabilities ( 50,767 ) 183,629 Due to related parties 224,802 - Accrued compensation - officer 417,470 - Net cash used in operating activities ( 3,688,188 ) ( 5,070,428 ) Cash flows from Financing activities: Payments under related party line of credit - ( 101,000 ) Repayments to related party - ( 433,945 ) Repayment from officer 155,518 - Proceeds from warrant exercise - 37,300 Proceeds from sale of common stock, related party 3,000,000 - Net proceeds from sale of common stock 6,553,209 6,832,973 Net cash provided by financing activities 9,708,727 6,335,328 Net change in cash 6,020,539 1,264,900 Cash, beginning of year 1,266,131 1,231 Cash, end of year $ 7,286,670 $ 1,266,131 Supplemental disclosure of cash flow information: Cash paid for interest $ - $ - Cash paid for income tax $ - $ - Non-cash investing and financing activities: Deferred offering costs charged to additional paid-in capital $ - $ 303,281 The accompanying notes to the financial statements are an integral part of these statements. F- 6 Telomir Pharmaceuticals, Inc. notes to the financial statements DECEMBER 31, 2025 and 2024 Note 1. Description of business and summary of significant accounting policies Overview 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 stability. Telomir-1 is a novel oral small molecule metal ion regulator designed to extend telomere caps, maintain cellular balance, and combat oxidative stress, a key driver of aging and disease progression. By modulating essential metal ions such as iron, and copper, Telomir-1 may help protect against age related conditions, including Progeria (a rare genetic disorder that causes rapid aging in children), Wilson’s disease (a genetic disorder leading to toxic copper buildup in the body), and Age-related Macular Degeneration (AMD), as well as Type 2 diabetes, breast cancer, and Alzheimer’s disease. 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. 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. See Note 5, Merger Agreement. F- 7 Revenue recognition The Company currently has no source of revenue. Miscellaneous income, including interest, is recognized when earned by the Company. Income taxes 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 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. 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. 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 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. F- 8 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 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 fair value. GAAP describes three levels of inputs that may be used to measure fair value: Level 1 – quoted prices in active markets for identical assets or liabilities. Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions). 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 effect. Recent accounting pronouncements not yet adopted 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. Note 2. Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. As of 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. F- 9 Historically, the Company has been primarily engaged in developing Telomir-1. During these activities, the Company sustained substantial losses. The Company’s ability to fund ongoing operations and future clinical trials required for FDA approval is dependent on the Company’s ability to obtain significant additional external funding in the near term. Since inception, the Company has financed its operations through 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 future. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail its operations. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Note 3. License agreement, related party The Company licenses the U.S. patent rights for the use of Telomir-1 in human applications from MIRALOGX, LLC (“MIRALOGX”), an intellectual property development and holding company 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” in the U.S. for human uses and preclinical studies and activities of any kind conducted in furtherance of obtaining regulatory approval or commercialization for human uses (the “MIRALOGX License Agreement”). On November 10, 2023, the Company and MIRALOGX entered into the Amendment No. 1 to the Amended and Restated License Agreement, pursuant to which the field of use relating to the license was amended to include therapeutic treatments and other medical or health uses in animals, in addition to humans, and related preclinical studies and activities conducted in furtherance of obtaining regulatory approval for and commercialization of veterinary, in addition to human, therapeutic treatments and uses (together with the “Initial MIRALOGX License Agreement, the “MIRALOGX License Agreement”). “Licensed Product” is defined in the agreement as a drug product containing as an active agent 2,4,6-tris(3,4-dihydro-2H-pyrrol-2-yl) pyridine or a pharmaceutically acceptable salt, ester, or solvate thereof. The Company also has the right to grant corresponding sublicenses under the licensed patent rights. The MIRALOGX License Agreement provides for the payment to MIRALOGX of an 8 % royalty (payable quarterly) on the Company’s net sales of Licensed Products by the Company or its sublicensees and on non-royalty bearing milestone revenue. There are no up-front, execution, or milestone payments in the license agreement. Further, no payments have been made to date under the agreement. The term of the license from MIRALOGX will continue through the date of the expiration of the last-to-expire licensed patent or, if later, the date of the expiration of the last strategic partnership/sublicensing agreement covering the licensed products. The patent rights are expected to extend through 2043, and additional patent terms may be awarded, including additional patent terms based on the time taken for regulatory review of drug products. The agreement also provides that Telomir may bring suit in its own name to enforce patent rights. MIRALOGX will control the prosecution of the patent applications for Telomir-1. Telomir is required to be kept informed by MIRALOGX of patent prosecution activities and may select identified countries for patent protection. Telomir is to reimburse MIRALOGX for patent prosecution and maintenance costs. Note 4. Related 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. Williams (see below). 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. 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. F- 10 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. The transaction was structured as a straight restricted common stock deal with no warrants. The Company issued 333,334 restricted shares of its common stock, no par value (the “Common Stock”) at a purchase price of $ 3.00 per share, representing an 18 % premium to the closing share price of the Common Stock of $ 2.54 on the date of execution (the “Bayshore Financing”). The Company received the initial payment of $ 1 million for the Bayshore Financing on May 20, 2025. In July 2025, an additional $ 2 million was received, for the issuance of 666,666 shares. 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. 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 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. 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 % 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 by Mr. Williams, the Company’s founder and largest shareholder. 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). F- 11 Related Party Rental Agreement - see Note 6 for Variable lease costs. Note 5. 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. 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, 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. Note 6. Leases 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. 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. 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 2025 2024 Year ended December 31, 2025 2024 Lease Costs Operating lease cost Operating lease $ - $ 55,667 Variable lease costs - 336,656 Total lease cost $ - $ 392,323 F- 12 Note 7. Stockholders’ equity 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. Common Stock 2024 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 in capital. 2025 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. The 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. Warrants 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 below: Schedule of Warrant Activity Weighted Average Number of Remaining Contractual Aggregate Intrinsic Warrants Exercise Price Term (Years) Value Outstanding as of December 31, 2023 2,774,057 $ 4.85 4.5 (1) - Granted 50,000 7.00 3.2 - Exercised ( 10,000 ) 3.73 Outstanding as December 31, 2024 2,814,057 4.97 3.49 (2) - Granted - Exercised - Outstanding as of December 31, 2025 2,814,057 4.97 2.45 (2) - (1) The 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 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 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 F- 13 Private placement Warrants During the year ended December 31, 2023, the Company issued to the 2023 Private Placement investors a Common Stock warrant the right to purchase up to 268,025 shares of common stock at an exercise price of $ 15.42 per share. The Company also issued to the placement agent a Common Stock warrant the right to purchase up to 67,007 shares of common stock at an exercise price of $ 3.73 per share. Both issuances of warrants are immediately vested and will be exercisable any time until the day that is one year plus ninety days from the date an Investigational New Drug, or IND, filing is made with the FDA. 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. This warrant will expire five years after the date of grant.. The fair value of the warrants were estimated on the grant date using the Black-Scholes valuation model and level 3 inputs based on assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate, which resulted in $ 5.95 million of deferred financing costs. 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. 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 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 3 inputs based on assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate, which resulted in $ 0.2 million of equity issuance costs. The warrants were considered equity issuance costs and therefore there was no financial statement impact during the year ended December 31, 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 84.78 % Risk-free interest rate 4.14 % Fair Market Value of underlying Common Stock $ 7.01 Expected term in years 5 years Dividend yield - 2023 Omnibus Incentive Plan 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. F- 14 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. The risk-free rate is based on the 5-year U.S. Treasury yield curve in effect at the time of grant. The Company recognizes forfeitures as they occur. The weighted average assumptions for grants are provided in the following table: Schedule of Key Assumptions Used to Value Stock Options Year ended December 31, 2025 2024 Expected volatility 92.5 - 139.0 % 88.8 - 90.4 % Expected term (years) 5.0 - 5.4 5.1 - 5.6 Expected dividend yield 0 % 0 % Risk-free interest rate 4.1 - 4.2 % 3.7 % During the year ended December 31, 2025, the Company issued stock options under the 2023 Plan as follows: Schedule of Issued Stock Options Date Number of stock options Exercise Price Vesting period May 13 50,000 $ 2.75 one year May 27 2,000,000 $ 2.10 immediate October 15 37,500 $ 1.73 one year A summary of the Company’s stock option activity is as follows: Schedule of Stock Option Activity Weighted Average Number of stock options Exercise price Remaining contractual life (years) Aggregate intrinsic value Balance at December 31, 2024 2,352,670 $ 5.02 9.6 $ - Granted 2,087,500 $ 2.11 Expired ( 72,500 ) $ 5.02 Forfeited ( 180,000 ) $ 5.02 Balance at December 31, 2025 4,187,670 $ 3.57 9.0 $ - Vested and exercisable at December 31, 2025 4,125,170 $ 3.60 9.0 $ - Vested and expected to vest at December 31, 2025 4,187,670 $ 2.14 9.6 $ - 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. F- 15 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 2025 2024 December 31, 2025 2024 Deferred tax assets: Net operating loss carryforward $ 7,643,465 $ 4,427,679 Section 174 capitalized research and development 700,121 995,500 Goodwill and intangibles 23,339 28,007 Stock-based compensation 2,856,673 1,680,018 Tax credits 51,278 51,278 Deferred tax assets, gross 11,274,876 7,182,482 Less: valuation allowance ( 11,274,876 ) ( 7,182,482 ) Deferred tax assets, net - - Deferred tax liabilities - - Total net deferred tax asset $ - $ - Provision for (benefit from) income taxes consisted of the following: Schedule of Provision for Income Taxes 2025 2024 December 31, 2025 2024 Deferred tax: Federal $ ( 463,477 ) $ - State 463,477 - 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 Amount Rate Provision for income taxes at U.S. federal statutory rate $ ( 2,186,773 ) 21.00 % State income taxes, net of federal benefit 463,477 ( 4.45 )% Other 23,616 ( 0.02 )% Changes in valuation allowance 2,928,495 ( 28.12 )% True-ups ( 1,228,815 ) 11.80 % Net actual effective rate $ - 0.21 % 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 million. The net operating loss carryforward have no expiry date. F- 16 SIGNATURES 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. TELOMIR PHARMACEUTICALS, INC. Date: March 17, 2026 By: /s/ Erez Aminov Erez Aminov Chief Executive Officer (Principal Executive Officer) By: /s/ Alan Weichselbaum Alan Weichselbaum Chief Financial Officer (Principal Financial Officer) 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. Person Capacity Date /s/ Erez Aminov Chief Executive Officer and Chair March 17, 2026 Erez Aminov (Principal Executive Officer) /s/ Alan Weichselbaum Chief Financial Officer March 17, 2026 Alan Weichselbaum (Principal Financial Officer and Principal Accounting Officer) /s/ Ned MacPherson Director March 17, 2026 Ned MacPherson. /s/ Matthew Pratt Whalen, CPA Director March 17, 2026 Matthew Pratt Whalen, CPA /s/ Matthew P. Del Giudice Director March 17, 2026 Matthew P. Del Giudice 62