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UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

 

Form
10-Q

 

☒QUARTERLY
 REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For
the quarterly period ended March 31, 2026

 

 

☐TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For
the transition period from _______________to _______________

 

Commission
File Number 001-41952

 

Telomir
Pharmaceuticals, Inc.

(Exact
name of registrant as specified in its charter)

 

 
 Florida
  
 87-2606031

 
 (State
 or other jurisdiction of

 incorporation
 or organization)

  
 (I.R.S.
 Employer

 Identification
 No.)

 
  
  
  

 
 100
 SE 2nd St, Suite 200 #1009

 Miami,
 Florida

  
 33131

 
 (Address
 of principal executive offices)
  
 (Zip
 Code)

 
 

Registrant’s
telephone number (including area code):

(786)
396-6723

 

Not
Applicable

(Former
name, former address and former fiscal year, if changed since last report)

 

Securities
registered pursuant to Section 12(b) of the Act:

 

 
 Title
 of each class:
  
 Trading
 symbol
  
 Name
 of each exchange on which registered

 
 Common
 Stock, no par value
  
 TELO
  
 The
 Nasdaq Capital Market

 
 

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐

 

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 
 Large
 accelerated filer
 ☐
 Accelerated
 filer
 ☐

 
  
  
  
  

 
 Non-accelerated
 filer
 ☒
 Smaller
 reporting company
 ☒

 
  
  
  
  

 
  
  
 Emerging
 growth company
 ☒

 
 

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

As
of May 14, 2026, there were 68,774,956 shares of
the registrant’s common stock issued and outstanding.

 

 

 

  

  

 

 

TABLE
OF CONTENTS

 

 
  
 Page

 
  
  

 
 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
 3

 
  
  

 
 Part I. Financial Information
 4

 
  
  

 
 Item
 1.
 Condensed Financial Statements 
 4

 
  
  
  

 
  
 Condensed Balance Sheets 
 4

 
  
  
  

 
  
 Condensed Statements of Operations (unaudited)
 5

 
  
  
  

 
  
 Condensed Statements of Changes in Stockholders’ Equity (Deficit) (unaudited)
 6

 
  
  
  

 
  
 Condensed Statements of Cash Flows (unaudited)
 7

 
  
  
  

 
  
 Notes to Condensed Financial Statements (unaudited)
 8

 
  
  
  

 
 Item
 2.
 Management’s Discussion and Analysis of Financial Condition and Results of Operations
 16

 
  
  
  

 
 Item
 3.
 Quantitative and Qualitative Disclosures about Market Risk
 20

 
  
  
  

 
 Item
 4.
 Controls and Procedures
 21

 
  
  
  

 
 Part II. Other Information
 22

 
  
  
  

 
 Item
 1
 Legal Proceedings
 22

 
  
  
  

 
 Item
 1A.
 Risk Factors
 22

 
  
  
  

 
 Item
 2
 Unregistered Sales of Equity Securities and Use of Proceeds
 22

 
  
  
  

 
 Item
 3
 Defaults upon Senior Securities
 22

 
  
  
  

 
 Item
 4
 Mine Safety Disclosures
 22

 
  
  
  

 
 Item
 5
 Other Information
 22

 
  
  
  

 
 Item
 6.
 Exhibits
 22

 
  
  
  

 
 Signatures
 23

 
 

 2

  

 

 

CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This
Quarterly Report on Form 10-Q contains forward-looking statements with the meaning of the Private Securities Litigation Reform Act of
1995. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements concerning
our business strategy and plans, future operating results and financial position, as well as our objectives and expectations for our
future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,”
“will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,”
“target,” “project,” “contemplate,” “believe,” “estimate,” “predict,”
“potential”, or “continue” or the negative of these terms or other similar expressions. In particular, statements
about the markets in which we operate, including growth of our various markets, and our expectations, beliefs, plans, strategies, objectives,
prospects, assumptions, or future events or performance contained in this Quarterly Report on Form 10-Q are forward-looking statements.
We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe
these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and
involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors may cause
our actual results, performance, or achievements to differ materially from any future results, performance or achievements expressed
or implied by these forward-looking statements, or could affect our share price. Important factors that could cause actual results or
events to differ materially from those expressed in forward-looking statements include, but are not limited to, the following:

 

●
our use of the net proceeds from our offerings of our securities;

 

●
our ability to obtain and maintain regulatory approval of our product candidates;

 

●
our ability to successfully commercialize and market our product candidates, if approved;

 

●
our ability to contract with third-party suppliers, manufacturers and other service providers and their ability to perform adequately;

 

●
the potential market size, opportunity, and growth potential for our product candidates, if approved;

 

●
our ability to obtain additional funding for our operations and development activities;

 

●
the accuracy of our estimates regarding expenses, capital requirements and needs for additional financing;

 

●
the initiation, timing, progress and results of our pre-clinical studies and clinical trials, and our research and development programs;

 

●
the timing of anticipated regulatory filings;

 

●
the timing of availability of data from our clinical trials;

 

●
our future expenses, capital requirements, need for additional financing, and the period over which we believe that the net proceeds
from this offering, together with our existing cash and cash equivalents, will be sufficient to fund our operating expenses and capital
expenditure requirements;

 

●
our ability to retain the continued service of our key professionals and to identify, hire and retain additional qualified professionals;

 

●
our ability to advance product candidates into, and successfully complete, clinical trials;

 

●
our ability to recruit and enroll suitable patients in our clinical trials;

 

●
the timing or likelihood of the accomplishment of various scientific, clinical, regulatory, and other product development objectives;

 

●
the pricing and reimbursement of our product candidates, if approved;

 

●
the rate and degree of market acceptance of our product candidates, if approved;

 

●
the implementation of our business model and strategic plans for our business, product candidates, and technology;

 

●
the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and technology;

 

●
developments relating to our competitors and our industry; and

 

●
other risks and factors listed under “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December
31, 2025.

 

Given
the risks and uncertainties set forth in this Quarterly Report on Form 10-Q, you are cautioned not to place undue reliance on such forward-looking
statements. The forward-looking statements contained in this Quarterly Report on Form 10-Q are not guarantees of future performance and
our actual results of operations, financial condition, and liquidity, and the development of the industry in which we operate, may differ
materially from the forward-looking statements contained in this Quarterly Report on Form 10-Q. In addition, even if our results of operations,
financial condition and liquidity, and events in the industry in which we operate are consistent with the forward-looking statements
contained in this Quarterly Report on Form 10-Q, they may not be predictive of results or developments in future periods.

 

Any
forward-looking statement that we make in this Quarterly Report on Form 10-Q speaks only as of the date of such statement. Except as
required by federal securities laws, we do not undertake any obligation to update or revise, or to publicly announce any update or revision
to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this
Quarterly Report on Form 10-Q.

 

 3

  

 

 

PART
I. FINANCIAL INFORMATION

 

ITEM
1. Condensed Financial Statements (unaudited)

 

Telomir
Pharmaceuticals, Inc.

 

CONDENSED
BALANCE SHEETS

 

 
   
 March
 31,  
 December
 31, 

 
   
 2026  
 2025 

 
  
 (unaudited)  
    

 
 ASSETS 
     
    

 
 Current
 assets: 
     
    

 
 Cash 
 $5,560,511  
 $7,286,670 

 
 Prepaid
 expenses 
  229,025  
  54,691 

 
 Total
 current assets 
  5,789,536  
  7,341,361 

 
 Total
 assets 
 $5,789,536  
 $7,341,361 

 
 LIABILITIES
 AND STOCKHOLDERS’ EQUITY 
     
    

 
 Current
 liabilities: 
     
    

 
 Trade
 accounts payable and accrued liabilities 
 $279,615  
 $536,769 

 
 Due
 to officer 
  —  
  155,518 

 
 Accrued
 compensation - officer 
  —  
  417,470 

 
 Insurance
 loan payable 
  202,869  
  — 

 
 Due
 to related parties 
  344,826  
  318,234 

 
 Total
 current liabilities 
  827,310  
  1,427,991 

 
   
     
    

 
 Total
 liabilities 
  827,310  
  1,427,991 

 
   
     
    

 
 Commitments
 and contingencies (Note 8) 
  -   
    

 
   
     
    

 
 Stockholders’
 Equity: 
     
    

 
 Preferred Stock,
 no par value, 100,000,000 shares authorized 
     
    

 
 and
 none issued or outstanding. 
  —  
  — 

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

 
 Common
 Stock, no par value; 300,000,000 shares authorized, 34,380,971 and 
     
    

 
 34,380,971
 shares issued and outstanding at March 31, 2026 and 
     
    

 
 December 31, 2025,
 respectively. 
  —  
  — 

 
 Common Stock, no par value; 300,000,000 shares authorized, 34,380,971 and
 34,380,971 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively. 
     
    

 
 Additional
 paid-in capital 
  46,963,236  
  46,923,433 

 
 Accumulated
 deficit 
  (42,001,010) 
  (41,010,063)

 
 Total
 stockholders’ equity 
  4,962,226  
  5,913,370 

 
 Total
 liabilities and stockholders’ equity 
 $5,789,536  
 $7,341,361 

 

 

The
accompanying notes are an integral part of these unaudited condensed financial statements.

 

 4

  

 

 

Telomir
Pharmaceuticals, Inc.

 

CONDENSED
STATEMENTS OF OPERATIONS

(unaudited)

 

 
   
 2026  
 2025 

   
 Three
 Months Ended March 31, 

 
   
 2026  
 2025 

 
 Revenues 
 $—  
 $— 

 
   
     
    

 
 Operating
 costs: 
     
    

 
 General
 and administrative expenses 
  573,539  
  1,850,786 

 
 Research
 and development expenses 
  467,797  
  336,996 

 
 Total
 operating costs 
  1,041,336  
  2,187,782 

 
   
     
    

 
 Interest
 income 
  51,644  
  8,000 

 
 Interest
 expense 
  (1,255) 
  (46)

 
 Total
 other income, net 
  50,389  
  7,954 

 
 Net
 loss 
 $(990,947) 
 $(2,179,828)

 
 Basic
and diluted net loss per share 
 $(0.03) 
 $(0.07)

 
   
     
    

 
 Basic
 and diluted weighted average common stock shares outstanding 
  34,380,971  
  29,762,671 

 

 

The
accompanying notes are an integral part of these unaudited condensed financial statements.

 

 5

  

 

 

Telomir
Pharmaceuticals, Inc.

 

CONDENSED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(unaudited)

 

 
   
 Shares  
 Amount  
 Capital  
 Deficit  
 Equity 

   
 Common
 Stock  
 Additional

 Paid-In
  
 Accumulated  
 Total

 Stockholders’
 

 
   
 Shares  
 Amount  
 Capital  
 Deficit  
 Equity 

 
   
    
    
    
    
   

 
 Balances,
 December 31, 2025 
  34,380,971  
 $   —  
 $46,923,433  
 $(41,010,063) 
 $     5,913,370 

 
 Stock-based
 compensation 
  —  
  —  
  39,803  
  —  
  39,803 

 
 Net
 loss 
  —  
  —  
  —  
  (990,947) 
  (990,947)

 
 Balances,
 March 31, 2026 
  34,380,971  
 $—  
 $46,963,236  
 $(42,001,010) 
 $4,962,226 

 
   
     
     
     
     
    

 
 Balances,
 December 31, 2024 
  29,762,671  
 $—  
 $31,239,895  
 $(30,596,858) 
 $643,037 

 
 Balance 
  29,762,671  
 $—  
 $31,239,895  
 $(30,596,858) 
 $643,037 

 Stock-based
 compensation 
  —  
  —  
  1,375,686  
  —  
  1,375,686 

 
 Net
 loss 
  —  
  —  
  —  
  (2,179,828) 
  (2,179,828)

 
 Balances,
 March 31, 2025 
  34,380,971  
 $—  
 $32,615,581  
 $(32,776,686) 
 $(161,105)

 
 Balance 
  34,380,971  
 $—  
 $32,615,581  
 $(32,776,686) 
 $(161,105)

 

The
accompanying notes are an integral part of these unaudited condensed financial statements.

 

 6

  

 

 

Telomir
Pharmaceuticals, Inc.

 

STATEMENTS
OF CASH FLOWS

(unaudited)

 

 
   
 2026  
 2025 

   
 Three
 Months Ended March 31, 

 
   
 2026  
 2025 

 
 Cash
 flows from Operating activities: 
     
    

 
 Net
 loss 
 $(990,947) 
 $(2,179,828)

 
 Adjustments
 to reconcile net loss to net cash used in operations 
     
    

 
 Stock-based
 compensation expense 
  39,803  
  1,375,686 

 
 Change
 in operating assets and liabilities: 
     
    

 
 Prepaid
 expenses 
  (174,335) 
  (30,315)

 
 Trade
 accounts payable and accrued liabilities 
  (257,153) 
  (28,675)

 
 Due
 to related parties 
  26,592  
  — 

 
 Accrued
 compensation - officer 
  (417,470) 
  — 

 
 Net
 cash used in operating activities 
  (1,773,510) 
  (863,132)

 
 Cash
 flows from Financing activities: 
     
    

 
 Repayment
 to officer 
  (155,518) 
  — 

 
 Proceeds
 from issuance of insurance loan payable 
  224,789  
  — 

 
 Repayments
 on insurance loan payable 
  (21,920) 
  — 

 
 Net
 cash provided by financing activities 
  47,351  
  — 

 
   
     
    

 
 Net
 change in cash 
  (1,726,159) 
  (863,132)

 
 Cash,
 beginning of period 
  7,286,670  
  1,266,131 

 
 Cash,
 end of period 
 $5,560,511  
 $402,999 

 
   
     
    

 
 Supplemental
 disclosure of cash flow information: 
     
    

 
 Cash
 paid for interest 
 $1,255  
 $— 

 
 Cash
 paid for income tax 
 $—  
 $— 

 

 

The
accompanying notes are an integral part of these unaudited condensed financial statements.

 

 7

  

 

 

Telomir
Pharmaceuticals, Inc.

NOTES
TO CONDENSED FINANCIAL STATEMENTS

MARCH
31, 2026

(unaudited)

 

Note
1. Description of business

 

Overview

 

Telomir Pharmaceuticals, Inc. (the “Company” or “Telomir”)
is a clinical-stage biotechnology company developing novel small-molecule therapeutics targeting biological pathways implicated in cancer
and age-related diseases. The Company’s lead investigational candidate, Telomir-1 (Telomir-Zn), is an investigational oral small
molecule designed to modulate intracellular metal homeostasis and epigenetic regulation, with the goal of influencing pathways associated
with tumor biology, oxidative stress, and cellular aging. The Company has received clearance from the U.S. Food and Drug Administration
(“FDA”) for its Investigational New Drug (“IND”) application to initiate a clinical trial evaluating Telomir-Zn
in patients with advanced or metastatic triple-negative breast cancer (“TNBC”).

 

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”.

 

 

TELI
merger – subsequent event

 

The
Company and TELI Pharmaceuticals, Inc., a related party private company incorporated under the laws of Delaware (“TELI”), certain of whose beneficial owners are also related parties of the
Company,
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 stockholder approval. On April 22, 2026, the
Company consummated its previously announced merger with TELI Pharmaceuticals, Inc., a related party private company (the “Merger”),
following approval by the Company’s stockholders at a meeting of the Company’s stockholders held on March 23, 2026. Pursuant
to the Merger, the Company acquired all of the outstanding equity interests of TELI and issued an aggregate of 34,389,710 restricted
shares of the Company’s Common Stock to the former TELI stockholders. See Note 11, TELI merger agreement.

 

The
TELI Transaction and related funding arrangements occurred subsequent to March 31, 2026 and, accordingly, have not been reflected in
the accompanying condensed financial statements. The Company is currently evaluating the appropriate accounting treatment for the
TELI Transaction and the Funding Commitment, including the allocation of purchase consideration, the classification of the funding
commitments, and the related equity issuance accounting (refer to Note 11).

 

Note
2. Summary of Significant Accounting Policies

 

Basis
of presentation 

 

The
accompanying unaudited interim condensed financial statements have been prepared in accordance with generally accepted accounting principles
in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (“ASC”) and the rules and regulations of the Securities and Exchange Commission (“SEC”)
for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete
financial statements. In the opinion of management, the unaudited interim condensed financial statements reflect all adjustments, which
include only normal recurring adjustments, necessary for the fair presentation of the condensed balance sheet, statements of operations,
statements of changes in stockholders’ equity and cash flows for the interim periods presented. The results of operations for any
interim periods are not necessarily indicative of the results that may be expected for the entire fiscal year or any other interim period.

 

Liquidity
and going concern

 

The
accompanying unaudited condensed 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 March 31, 2026, the Company had cash of approximately $5.6 million. The Company used approximately $1.8 million of cash in operations
during the three months ended March 31, 2026, had a net loss of $1.0 million for the three months ended March 31, 2026 and had stockholders’
equity of approximately $5.0 million at March 31, 2026.

 

 8

  

 

 

Telomir
Pharmaceuticals, Inc.

NOTES
TO CONDENSED FINANCIAL STATEMENTS

MARCH
31, 2026

(unaudited)

 

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, an initial public offering, 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 Quarterly Report on Form 10-Q, 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 these unaudited condensed
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 condensed 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.

 

Certain
risks and uncertainties

 

The
Company’s activities are subject to significant risks and uncertainties, including the risk of failure to secure additional funding
to properly execute the Company’s business plan. The Company is subject to risks that are common to companies in the pharmaceutical
industry, including, but not limited to, development by the Company or its competitors of new technological innovations, dependence on
key personnel, reliance on third party manufacturers, protection of proprietary technology, and compliance with regulatory requirements.

 

Revenue
recognition

 

The
Company currently has no source of revenue. Miscellaneous income, including interest, is recognized when earned by the Company.

 

Income
taxes

 

Income
taxes are recorded in accordance with FASB ASC Topic 740, Income Taxes (“ASC 740”), which provides for deferred taxes
using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the condensed financial statements or tax returns. Deferred tax assets and
liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using
enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if
based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be
realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax
positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not
be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not
be realized is based upon the technical merits of the tax position as well as consideration of the available facts and
circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax
expense.

 

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 condensed financial statements in accordance with GAAP 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 condensed 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.

 

 9

  

 

 

Telomir
Pharmaceuticals, Inc.

NOTES
TO CONDENSED FINANCIAL STATEMENTS

MARCH
31, 2026

(unaudited)

 

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 March 31, 2026 and December 31, 2025, the Company had cash in excess of FDIC limits of approximately $5.3 million
and $7.0 million, respectively. To reduce its risk associated with the failure of such financial institution, the Company evaluates at
least annually the rating of the financial institution in which it holds deposits. Any material loss that the Company may experience
in the future could have an adverse effect on its ability to pay its operational expenses or make other payments and may require the
Company to move its cash to other high quality financial institutions.

 

Stock-based
compensation

 

The
Company accounts for stock-based compensation under the provisions of FASB ASC 718, Compensation - Stock Compensation, which requires
the measurement and recognition of compensation expense for all stock-based awards made to employees, directors and consultants based
on estimated fair values on the 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.

 

Warrants

 

The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s
specific terms and applicable authoritative guidance in FASB ASC Topic 480, Distinguishing Liabilities from Equity (ASC 480) and
FASB ASC Topic 815, Derivatives and Hedging (ASC 815). The assessment considers whether the warrants are freestanding financial
instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements
for equity classification under ASC 815, including whether the warrants are indexed to the Common Stock and whether the warrant holders
could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions
for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance
and as of each subsequent quarterly period end date while the warrants are outstanding.

 

For
issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component
of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification,
the warrants are required to be liability classified and recorded at their initial fair value on the date of issuance and remeasured
at fair value and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash
gain or loss on the statements of operations. The Company generally determines fair value of the warrants using a Black-Scholes valuation
methodology.

 

A
change in any of the terms or conditions of warrants is accounted for as a modification. The accounting for incremental fair value of
warrants is based on the specific facts and circumstances related to the modification which may result in a reduction of additional paid-in
capital, recognition of costs for services rendered, or recognized as a deemed dividend.

 

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.

 

 10

  

 

 

Telomir
Pharmaceuticals, Inc.

NOTES
TO CONDENSED FINANCIAL STATEMENTS

MARCH
31, 2026

(unaudited)

Loss
per Share

 

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 three months ended March 31, 2026 and 2025, include the shares of Common Stock 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 of Common Stock outstanding includes such stock options
and warrants.

 

The
following outstanding shares of Common Stock equivalents were excluded from the computation of the diluted net loss per share attributable
to Common Stock for the periods in which a net loss is presented because their effect would have been anti-dilutive.

 Schedule
of common stock equivalents were excluded from computation of diluted net loss per share

 
   
 2026  
 2025 

   
 March
 31, 

 
   
 2026  
 2025 

 
 Stock
 options 
  4,172,670  
  5,154,227 

 
 Common
 Stock warrants 
  2,814,057  
  2,814,057 

 
 Totals 
  6,986,727  
  7,968,284 

 
 Common Stock equivalents were excluded from the computation of the diluted net loss per share 
  6,986,727  
  7,968,284 

 

Recent
accounting pronouncements 

 

From
time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and are adopted by the Company as
of the specified effective date.

 

In
November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense
Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) and in January
2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation
Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarified the effective date of ASU 2024-03. ASU 2024-03 is effective for annual reporting periods beginning after
December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption
permitted. ASU 2024-03 will
require the Company to disclose the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization,
as applicable, included in certain expense captions in the Consolidated Statements of Operations, as well as qualitatively describe remaining
amounts included in those captions. ASU 2024-03 will also require the Company to disclose both the amount and the Company’s definition
of selling expenses. The Company is currently evaluating the impact of adopting of ASU 2024-03.

 

Note
3. Prepaid expenses

 

Prepaid
expense and other current assets consisted of the following at the dates indicated:

 Schedule
of prepaid
expense and other current assets

 
   
 March
 31, 2026  
 December
 31, 2025 

 
 Prepaid
 expense: 
     
    

 
 Prepaid
 insurance 
 $223,825  
 $43,445 

 
 Other
 prepaid expense 
  5,200  
  11,246 

 
 Total
 prepaid expenses 
 $229,025  
 $54,691 

 

 

Note
4. Fair value measurements

 

Fair
value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of
March 31, 2026 and December 31, 2025 and during the three months ended March 31, 2026 and 2025. The carrying amount of accounts payable
approximated fair value as they are short term in nature. The fair value of stock options and warrants issued are estimated based on
the Black-Scholes model.

 

Fair
Value on a Recurring Basis

 

The
Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each
reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The estimated
fair value of the money market account represents a Level 1 measurement. The following table presents information about the Company’s assets and liabilities
that are measured at fair value on a recurring basis at March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy
of the valuation inputs the Company utilized to determine such fair value:

 Schedule
of fair value hierarchy of the valuation inputs

 
 Description 
 Level  
 March
 31,
 2026
  
 December
 31,
 2025
 

 
   
    
    
   

 
 Assets: 
     
     
    

 
 Money
 Market Account 
  1  
 $5,484,452  
 $7,092,808 

 

 

 11

  

 

 

Telomir
Pharmaceuticals, Inc.

NOTES
TO CONDENSED FINANCIAL STATEMENTS

MARCH
31, 2026

(unaudited)

 

Note
5. License agreement, related party

 

The
Company licenses intellectual property rights related to Telomir-1 (Telomir-Zn) from MIRALOGX, LLC (“MIRALOGX”), an intellectual
property development and holding company controlled by a trust established by the Company’s founder. MIRALOGX is a related
party and greater-than-10% stockholder of the Company.

 

Pursuant
to two exclusive license agreements with MIRALOGX, entered into in November 2022 and March 2025, respectively, including in connection
with the Company’s acquisition of TELI, the Company has obtained exclusive and non-exclusive, as applicable rights under certain
patent rights to develop, manufacture, use, commercialize, and sublicense products containing Telomir-1 (Telomir-Zn) in specified territories.

 

Under
the November 2022 license agreement, the Company obtained exclusive, worldwide rights under the licensed patent rights to make, use,
sell, and sublicense Telomir-1–based products. Under the March 2025 license agreement, the Company obtained exclusive rights to
commercialize Telomir-1–based products outside the United States and non-exclusive rights to manufacture such products globally,
subject to territorial and import limitations set forth in that agreement.

 

 

The
licensed patent portfolio includes a combination of U.S. provisional and non-U.S. patent applications and filings across multiple jurisdictions.
“Licensed Product” is defined as a drug product containing 2,4,6-tris(3,4-dihydro-2H-pyrrol-2-yl) pyridine or a pharmaceutically
acceptable salt, ester, solvate or zinc complex thereof.

 

Under
the terms of the applicable license agreements, the Company is obligated to pay MIRALOGX a royalty equal to 8% of net sales and certain
other revenues derived from licensed products. In addition, pursuant to the March 2025 license agreement, the Company is obligated to
pay a minimum annual royalty of $250,000 beginning in the year in which revenue from licensed products is first generated. No upfront
license fees were required under either agreement, and no milestone payments are payable. No royalties have been paid as of March 31,
2026.

 

The
term of the license continues until the expiration of the last-to-expire licensed patent or, if later, the expiration of any applicable
sublicensing or strategic partnership arrangements. Based on current filings, the licensed patent rights are expected to extend into
the early-to-mid 2040s, subject to prosecution outcomes, maintenance, and potential extensions. The patent rights are expected to extend
through approximately 2043, subject to potential extensions.

 

MIRALOGX
retains control over patent prosecution and maintenance. The Company has the right to enforce the licensed patent rights in specified
territories and is responsible for reimbursing certain patent-related costs.

 

Note
6. Related parties’ balances and transactions

 

Due
to officer and accrued compensation - officer

 

As
of December 31, 2025, accrued compensation of $417,470 was owed to the Company’s Chairman and Chief Executive Officer, Erez Aminov,
representing compensation earned during the year ended December 31, 2025. The accrued compensation balance was fully repaid in January
2026, and there were no amounts outstanding as of March 31, 2026.

 

In
December 2025, Mr. Aminov advanced $155,518 to the Company for the purpose of remitting employee payroll withholding taxes associated
with equity-based compensation granted during the year. These withholding taxes were not remitted through the Company’s payroll
processing. Accordingly, the advance was returned to Mr. Aminov in January 2026 and there were no amounts outstanding as of March 31,
2026.

 

Due
to related parties

 

During
the year ended December 31, 2024, the Company received working capital advances from related party entities under common control. These
advances are non-interest bearing and due on demand. During the year ended December 31, 2025, a related party, MIRALOGX, shipped pharmaceutical
chemicals to the Company’s service provider for ongoing research activities at an approximate cost of $224,800. During the three
months ended March 31, 2026, the Company incurred $26,592 of intellectual property development costs that were paid on its behalf by
MIRALOGX. As of March 31, 2026 and December 31, 2025, amounts due to related parties totaled $344,826 and $318,234, respectively.

 

Investment
from largest stockholder

 

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 stockholder, Jonnie R. Williams, Sr. The Company issued 333,334 restricted
shares of its 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.

 

 12

  

 

 

Telomir
Pharmaceuticals, Inc.

NOTES
TO CONDENSED FINANCIAL STATEMENTS

MARCH
31, 2026

(unaudited)

 

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 March 31, 2026 and December 31, 2025, the Company has not borrowed any amounts under the Starwood Note.

 

MIRALOGX
License Agreement 

 

See
Note 5.

 

MIRA Pharmaceuticals,
Inc. - Related Party Ownership of Common Stock

 

On September 29, 2025, in
connection with the consummation of a merger between MIRA Pharmaceuticals, Inc. (“MIRA”), a related party due to certain common
ownership, officers and directors, and SKNY Pharmaceuticals, Inc. (“SKNY”), MIRA acquired 3,521,127 shares of the Company’s
common stock that were contributed to SKNY by its largest stockholder prior to the merger closing. As a result, MIRA holds approximately
10% of the Company’s outstanding common stock as of March 31, 2026 and December 31, 2025.

 

Note
7. Insurance loan payable

 

During
February 2026, the Company entered into a financing agreement with a financing institution to fund a portion of its insurance
policies. As part of the agreement, the financing institution agreed to finance the insurance policies of the Company of
approximately $225,000
with an average interest rate per annum of 6.70%.
The Company is required to make monthly payments of approximately $23,000
through February 2027. The outstanding balance as of March 31, 2026 on the insurance loan payable was $202,869.

 

Note
8. Commitments and contingencies

 

In
the ordinary course of business, the Company enters into various agreements containing standard indemnification provisions. The Company’s
indemnification obligations under such provisions are typically in effect from the date of execution of the applicable agreement through
the end of the applicable statute of limitations. The aggregate maximum potential future liability of the Company under such indemnification
provisions is uncertain. As of March 31, 2026 and December 31, 2025, no amounts have been accrued related to such indemnification provisions.

 

From
time to time, the Company may be exposed to litigation in connection with its operations. The Company’s policy is to assess the
likelihood of any adverse judgments or outcomes related to legal matters, as well as ranges of probable losses.

 

Note
9. Stockholders’ equity

 

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.

 

Warrants

 

In
connection with various transactions, the Company issued warrants. Warrant activity for the three months ended March 31, 2026 and the
year ended December 31, 2025 is summarized below:

 schedule of warrant activity

 
   
    
 Weighted
 Average