TELO 10-K & 10-Q changes, risk factors and insider trading
Telomir Pharmaceuticals, Inc. · Nasdaq · Pharmaceutical Preparations · CIK 1971532 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Risks Related to the planned merger with TELI”
New heading “Because TELI has a limited operating history, you may not be able to accurately evaluate TELI’s operations.”
New heading “TELI is an early development-stage company with no revenues.”
New heading “TELI has significant and increasing liquidity needs and will require additional funding.”
New heading “Operating results may vary significantly in future periods.”
New heading “TELI has yet to generate revenues or achieve a profit and may not generate revenue or achieve a profit for many years, if at all.”
New heading “TELI does not own rights to Telomir-1”
New heading “TELI’s rights to Telomir-1 are subject to royalties.”
New heading “Conflicts of interest may arise between TELI and MIRALOGX.”
New heading “TELI’s product candidates, if approved, may not achieve the expected market acceptance and, consequently, limit TELI’s ability to generate revenue.”
New heading “If the price for any future approved products decreases or if government and other third-party payers do not provide coverage and adequate reimbursement levels, TELI’s revenue and prospects for profitability will suffer.”
New heading “TELI expects to face intense competition, often from companies with greater resources and experience.”
New heading “There are several conflicts of interests inherent in the Merger.”
New heading “Following the Merger, the TELI shareholders may potentially own a majority of TELO.”
New heading “There is no assurance when or if the Merger will be completed.”
New heading “The price of TELO’s common stock is subject to fluctuations”
New heading “The Merger may be time-consuming to complete and may not be completed in a timely manner, or at all, due to pending or potential litigation or regulatory challenges.”
Removed heading “Summary Risk Factors”
Removed heading “Risks Related to Our Intellectual Property”
Removed heading “We depend on rights to Telomir-1 that are or will be licensed to us.”
Removed heading “We may not be able to adequately protect our product candidates or our proprietary technology in the marketplace.”
Removed heading “If third parties claim that our intellectual property, products, processes, or anything else used by us infringes upon their intellectual property, our operating profits could be adversely affected.”
Removed heading “We have been granted a license to the right to develop Telomir-1 in the United States in human and pet application, but we have not been granted a license to the rights to patents covering Telomir-1 in foreign jurisdictions.”
Removed heading “Risks Related to Our Operations and Financial Condition”
Removed heading “We are an early development-stage company with no revenues and our financial condition raises substantial doubt as to our ability to continue as a going concern.”
Removed heading “Because we have a limited operating history, you may not be able to accurately evaluate our operations.”
Removed heading “We will need to raise additional financing for the continuation of our operations.”
Removed heading “Our operating results may fluctuate, which could have a negative impact on our ability to grow our client base, establish sustainable revenues and succeed overall.”
Removed heading “We have yet to achieve a profit and will not achieve a profit in the near future, if at all.”
Removed heading “Certain of our executive officers are not be employed by us on a full-time basis.”
Removed heading “Conflicts of interest may arise between us and MIRALOGX.”
Removed heading “Risks Relating to Our Business and Our Industry”
Removed heading “Our future success will largely depend on the success of Telomir-1 and any future product candidates, which development will require significant capital resources and years of clinical development effort.”
Removed heading “We are dependent on our current and future product candidates, some of which may not receive regulatory approval or be successfully commercialized.”
Removed heading “Results of pre-clinical studies and earlier clinical trials are not necessarily predictive indicators of future results.”
Removed heading “We have limited marketing experience, and we do not anticipate at this time establishing a sales force or distribution and reimbursement capabilities, and we may not be able to successfully commercialize any of our product candidates if they are approved in the future.”
Removed heading “We will need to further increase the size and complexity of our organization in the future, and we may experience difficulties in managing our growth and executing our growth strategy.”
Removed heading “We expect to face intense competition, often from companies with greater resources and experience than we have.”
Removed heading “We have significant and increasing liquidity needs and may require additional funding.”
Removed heading “Risks Related to Development and Regulatory Approval of Our Product Candidates”
Removed heading “Clinical trials for our product candidates are expensive, time-consuming, uncertain, and susceptible to change, delay or termination. The results of clinical trials are open to differing interpretations.”
Removed heading “Any failure by us to comply with existing regulations could harm our reputation and operating results.”
Removed heading “The regulatory approval processes with the FDA are lengthy and inherently unpredictable.”
Removed heading “There is a high rate of failure for drug candidates proceeding through clinical trials.”
Removed heading “Risks Related to Our Reliance Upon Third Parties”
Removed heading “We rely on, and expect to continue to rely on, third parties to conduct clinical trials for our product candidates.”
Removed heading “Our existing collaboration arrangements and any that we may enter into in the future may not be successful, which could adversely affect our ability to develop and commercialize our product candidates.”
Removed heading “Risks Relating to the Ownership of Our Common Stock”
Removed heading “Because of the speculative nature of an investment in our company, you may lose your entire investment.”
Removed heading “Certain of our founding stockholders, plus our existing officers and directors, control a substantial interest in us and thus may influence certain actions requiring stockholder vote.”
Removed heading “We expect to rely on third parties to conduct our pre-clinical trials and those third parties may not perform satisfactorily, including failing to meet deadlines for the completion of such trials or failing to comply with regulatory requirements or our pre-clinical protocols.”
Removed heading “We depend on a limited number of suppliers for materials and components required to manufacture our product candidates. The loss of these suppliers, or their failure to supply us on a timely basis, could cause delays in our current and future capacity and adversely affect our business.”
Largest changes
“We are an early development-stage company with no revenues and our financial condition raises substantial doubt as to our ability to continue as a going concern.”see in full comparison
“The proposed Merger and related transactions may be challenged in court by shareholders or other interested parties. While management believes any such claims would be without merit, we may be subject to various lawsuits or other legal proceedings, including but not limited to shareholder class action lawsuits alleging breaches of fiduciary duties related to the proposed transaction structure, valuation, conflicts of interest or disclosure. …”see in full comparison
“The Merger may be time-consuming to complete and may not be completed in a timely manner, or at all, due to pending or potential litigation or regulatory challenges.”see in full comparison
“TELI has significant and increasing liquidity needs and will require additional funding.”see in full comparison
“We have significant and increasing liquidity needs and may require additional funding.”see in full comparison
“Our existing collaboration arrangements and any that we may enter into in the future may not be successful, which could adversely affect our ability to develop and commercialize our product candidates.”see in full comparison
Full comparison: every changed paragraph (95)
RISK
FACTORS
Summary
Risk Factors
Our
business is subject to numerous risks and uncertainties that you should consider before investing in our company. You should carefully
consider all of the risks described more fully in the section titled “Risk Factors” in this Annual Report on page 19,
before deciding to invest in our common stock. If any of these risks actually occurs, our business, financial condition and results of
operations would likely be materially adversely affected.
Important
factors that could cause actual results or events to differ materially, but are not limited to, the following:
Risks
Related to Our Intellectual Property
We
depend on rights to Telomir-1 that are or will be licensed to us.
We
may not be able to adequately protect our product candidates or our proprietary technology in the marketplace.
If
third parties claim that our intellectual property, products, processes, or anything else used by us infringes upon their intellectual
property, our operating profits could be adversely affected.
We
have been granted a license to the right to develop Telomir-1 in the United States in human and pet application, but we have not been
granted a license to the rights to patents covering Telomir-1 in foreign jurisdictions.
Risks
Related to Our Operations and Financial Condition
We
are an early development-stage company with no revenues and our financial condition raises substantial
doubt as to our ability to continue as a going concern.
Because
we have a limited operating history, you may not be able to accurately evaluate our operations.
We
will need to raise additional financing for the continuation of our operations.
Our
operating results may fluctuate, which could have a negative impact on our ability to grow our client base, establish sustainable revenues
and succeed overall.
We
have yet to achieve a profit and will not achieve a profit in the near future, if at all.
Certain
of our executive officers are not be employed by us on a full-time basis.
Conflicts
of interest may arise between us and MIRALOGX.
Risks
Relating to Our Business and Our Industry
Our
future success will largely depend on the success of Telomir-1 and any future product candidates, which development will require significant
capital resources and years of clinical development effort.
We
are dependent on our current and future product candidates, some of which may not receive regulatory approval or be successfully commercialized.
Results
of pre-clinical studies and earlier clinical trials are not necessarily predictive indicators of future results.
We
have limited marketing experience, and we do not anticipate at this time establishing a sales force or distribution and reimbursement
capabilities, and we may not be able to successfully commercialize any of our product candidates if they are approved in the future.
We
will need to further increase the size and complexity of our organization in the future, and we may experience difficulties in managing
our growth and executing our growth strategy.
We
expect to face intense competition, often from companies with greater resources and experience than we have.
We
have significant and increasing liquidity needs and may require additional funding.
Risks
Related to Development and Regulatory Approval of Our Product Candidates
Clinical
trials for our product candidates are expensive, time-consuming, uncertain, and susceptible to change, delay or termination. The results
of clinical trials are open to differing interpretations.
Any
failure by us to comply with existing regulations could harm our reputation and operating results.
The
regulatory approval processes with the FDA are lengthy and inherently unpredictable.
There
is a high rate of failure for drug candidates proceeding through clinical trials.
Risks
Related to Our Reliance Upon Third Parties
We
rely on, and expect to continue to rely on, third parties to conduct clinical trials for our product candidates.
Our
existing collaboration arrangements and any that we may enter into in the future may not be successful, which could adversely affect
our ability to develop and commercialize our product candidates.
Risks
Relating to the Ownership of Our Common Stock
Because
of the speculative nature of an investment in our company, you may lose your entire investment.
Certain
of our founding stockholders, plus our existing officers and directors, control a substantial interest in us and thus may influence certain
actions requiring stockholder vote.
Within
our present and future pipeline of treatments,
Telomir-1 is in-licensed from another company.MIRALOGX. We do not currently own any intellectual
property rights, including the patent application that
underlies this license. Our rights to use Telomir-1 is subject to the negotiation
of, continuation of and compliance with the terms of
this license. Thus, the non-provisional patent application is not written by us
or our attorneys, and we did not have control over the
drafting and prosecution. The patent owner and our licensor might not have given
the same attention to the drafting and prosecution of
these patents and applications as we would have if we had been the owner of the
patent application and had control over the drafting.
We cannot be certain that drafting of the licensed patent application, or patent
prosecution, by the licensor have been or will be conducted
in compliance with applicable laws and regulations or will result in valid
and enforceable patents and other intellectual property rights.
This absence of control over the drafting, prosecution of patent and
applications, along with non-compliance with royalty payments and
confidentiality breaches are just some of the ways that may result
in the Company’s’ loss of the license and inability to
continue operations.
As
very an early development-stage enterprise that
is focused on the development of a pre-clinical pharmaceutical product, we have generated
no revenue and have an accumulated deficit
of $30.6$41.0 million and $14.1$30.6 million as of December 31, 20242025 and December 31, 2023,2024, respectively.
There can be no assurance that sufficient
funds required to pursue our development program will be generated from operations or that
funds will be available from external sources,
such as debt or equity financings or other potential sources. The lack of additional capital
resulting from the inability to generate
cash flow from operations, or to raise capital from external sources would force us to substantially
curtail or cease operations and
would, therefore, have a material adverse effect on business. Furthermore, there can be no assurance
that any such required funds, if
available, will be available on attractive terms or that they will not have a significant dilutive effect
on our existing stockholders.
It is for these reasons substantial doubt about our ability to continue as a going concern exists and an
explanatory paragraph relating
to our ability to continue as a going concern can be found within the report of our independent registered
public accounting firm on
our audited financial statements for the fiscal year ended December 31, 2024.2025.
We
will needrequire additional fundscapital to complete furtheradvance
our development ofactivities our business planand to achieve a sustainable level whereat ongoingwhich operations
can could be fundedsupported outby ofrevenues, revenues.if Weany. expectBased on our
current operating plan and available cash resources, we believe that adequateour resourcesexisting arecapital availablewill be sufficient to fund our operations and planned
initial clinical development
programs midwayactivities throughinto the first quarter of 2026.2027. We will require furtheradditional fundingfinancing to continue development
beyond that period and to fully implement our business plan
to its fullest potential and achieve our growth plans.strategy. There iscan be no assurance that any additional financing will be available
when orneeded or, if available,
on terms that will be acceptable to us.
Erez Aminov, our Chief Executive Officer and Chairman of our board of directors, is not employed by our company on a full-time basis. Mr. Aminov is the son-in-law of Jonnie R. Williams, Sr., the founder of the Company. As intended to be provided in his employment agreement with our company, he works on a part-time and as-needed basis. Because he does not work full time for our company, instances may occur where he may not be immediately available to provide solutions to problems or address concerns that arise in the course of us conducting our business and thus adversely affect our business. In addition, he can become subject to conflicts of interest because he devotes part of his working time to other business endeavors and may have responsibilities to other entities. Although Mr. Aminov is aware of his duties and accountability to our company and to applicable laws and policies relating to corporate opportunity and conflicts of interest, such conflicts of interest may include deciding how much time to devote to our affairs, as well as what business opportunities should be presented to us.
Michelle
Yanez,Alan Weichselbaum, our Chief Financial Officer,
is not employed by our company on a full-time basis. As intended to be provided in her employment
agreement with our company, sheHe works on a part-time and as-needed basis. Because shehe does not work full time
for our company, instances
may occur where shehe may not be immediately available to provide solutions to problems or address concerns that
arise in the course of
us conducting our business and thus adversely affect our business. In addition, shehe can become subject to conflicts
of interest because
she he devotes part of her working time to other business endeavors and may have responsibilities to other entities.
Although Mrs.Mr. Yanez
Weichselbaum is aware of herhis duties and accountability to our company and to applicable laws and policies relating to corporate
opportunity and conflicts
of interest, such conflicts of interest may include deciding how much time to devote to our affairs, as well
as what business opportunities
should be presented to us.
We
expect to rely on third parties to conduct our pre-clinical trials and those third parties may not perform satisfactorily, including
failing to meet deadlines for the completion of such trials or failing to comply with regulatory requirements or our pre-clinical protocols.
We
currently rely on Contract Research Organizations (“CROs”) to conduct our pre-clinical trials, as we currently do not plan
to independently conduct pre-clinical trials of any of our product candidates. Our agreements with these CROs, and other third parties
might terminate for a variety of reasons, including a failure to perform by the third parties to such agreements. If we were ever to
need to enter into alternative arrangements or if we were to need to change a CRO for an ongoing pre-clinical trial, we might experience
delays in our pre-clinical development activities.
We
depend on a limited number of suppliers for materials and components required to manufacture our product candidates. The loss of these
suppliers, or their failure to supply us on a timely basis, could cause delays in our current and future capacity and adversely affect
our business.
We
depend on a limited number of suppliers for the materials and components required to manufacture our product candidates. As a result,
we may not be able to obtain sufficient quantities of critical materials and components in the future. A delay or interruption by our
suppliers may also harm our business, results of operations and financial condition. In addition, the lead time needed to establish a
relationship with a new supplier can be lengthy, and we may experience delays in meeting demand in the event we must switch to a new
supplier. The time and effort to qualify for and, in some cases, obtain regulatory approval for a new supplier could result in additional
costs, diversion of resources or reduced manufacturing yields, any of which would negatively impact our operating results. Our dependence
on single-source suppliers exposes us to numerous risks, including the following: our suppliers may cease or reduce production or deliveries,
raise prices or renegotiate terms; our suppliers may become insolvent or cease trading; we may be unable to locate a suitable replacement
supplier on acceptable terms or on a timely basis, or at all; and delays caused by supply issues may harm our reputation, frustrate our
customers and cause them to turn to our competitors for future needs.
After
the date of the IPO, when 1,000,000 shares of common stock became publicly tradable, approximately 23,891,902 additional shares of common
stock were subject to “lock-up” agreements entered into in connection with the IPO, are or will become eligible to be sold
in the public market by existing stockholders by February 9, 2025 as a result of Rule 144 of the Securities Act, subject to volume and
other limitations imposed under the federal securities laws. Furthermore, additional shares of our common
stock may be publicly tradable
as a result of exercises of stock options and restricted stock units (RSUs) under the 2023 Omnibus Incentive
Plan. Sales of substantial
amounts of our common stock in the public market after the completion of the IPO, or the perception that such
sales could occur, could
adversely affect the market price of our common stock and could materially impair our ability to raise capital
through offerings of our
common stock.
Our
founding stockholders,
which include five trusts for the benefit of the family of our founder Johnnie R. Williams, Sr., as well as MIRALOGX,
collectively own in excess of 70%
of our issued and outstanding common stock. Brian McNulty acts as the trustee for such trusts. Our
officers and directors also own shares
of our common stock. Therefore, these entities and individuals could influence the outcome of
matters requiring stockholder approval,
including the election of directors and approval of significant corporate transactions.
Our
amended and
restated bylaws designatesdesignate the state courts located within the state of Florida as the exclusive forum for substantially
all disputes
between us and our shareholders and the federal district courts as the exclusive forum for Securities Act claims, which
could limit our
shareholders’ ability to obtain a favorable judicial forum for disputes with us.
The trading market for our securities could be influenced by research and reports that industry and/or securities analysts may publish about us, our business, the market or our competitors. We do not have any control over these analysts and cannot be assured that such analysts will cover us or provide favorable coverage. If any of the analysts who may cover our business change their recommendation regarding our securities adversely, or provide more favorable relative recommendations about our competitors, the price of our securities would likely decline. If any analysts who may cover our business were to cease coverage or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the price of our securities or trading volumes to decline.
Risks Related to the planned merger with TELI
Because TELI has a limited operating history, you may not be able to accurately evaluate TELI’s operations.
TELI has had no operations to date, and therefore, TELI has a limited operating history upon which to evaluate the merits of investing in TELI. Potential investors should be aware of the difficulties normally encountered by new companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications, and delays encountered in connection with the operations that TELI plans to undertake. These potential problems include, but are not limited to, unanticipated problems relating to the ability to generate sufficient cash flow to operate TELI’s business, and additional costs and expenses that may exceed current estimates. TELI expects to continue to incur significant losses into the foreseeable future. TELI recognizes that if the effectiveness of its business plan is not forthcoming, it will not be able to continue business operations. There is no history upon which to base any assumption as to the likelihood that TELI will prove successful, and it is doubtful that TELI will generate any operating revenues or ever achieve profitable operations. If TELI is unsuccessful in addressing these risks, TELI’s business will most likely fail.
TELI is an early development-stage company with no revenues.
As a very early development-stage enterprise that is focused on the development of a pre-clinical pharmaceutical product, TELI has generated no revenue to date. There can be no assurance that TELI will be successful in obtaining sufficient funding on terms acceptable to it to fund continuing operations, if at all, identify and enter into any strategic transactions that will provide the capital that TELI will require or achieve the other strategies to alleviate the conditions that raise substantial doubt about TELI’s ability to continue as a going concern. The failure to obtain sufficient capital on acceptable terms when needed may require TELI to delay, limit, or eliminate the development of business opportunities and TELI’s ability to achieve its business objectives. Any of such failures will materially adversely affect TELI’s competitiveness, and TELI’s business, financial condition, and results of operations. In addition, the perception that TELI may not be able to continue as a going concern may cause others to choose not to deal with it due to concerns about TELI’s ability to meet TELI’s contractual obligations.
TELI has significant and increasing liquidity needs and will require additional funding.
Research and development, general and administrative expenses and cash used for operations will continue to be significant and may increase substantially in the future in connection with new research and development initiatives and continued product commercialization efforts. Following the Merger, the combined company will need to raise additional capital to fund its operations, continue clinical trials to support potential regulatory approval of marketing applications and to fund commercialization of its products.
Operating results may vary significantly in future periods.
Following the Merger, the combined company’s operating and financial results are likely to fluctuate significantly in the future. TELI’s operating and financial results are unpredictable and may fluctuate, for among other reasons, due to:
In addition, a high portion of TELI’s costs are determined on an annual basis, due in part to TELI’s significant research and development costs. Thus, increases in TELI’s costs could disproportionately affect financial results in a quarter. Other factors, including non-cash expenses associated with financing activity, could also lead to fluctuations in TELI’s results of operations. Because of these factors, TELI’s operating and financial results in one or more future quarters may fail to meet the expectations of securities analysts or investors, which could cause TELO’s share price to decline.
TELI has yet to generate revenues or achieve a profit and may not generate revenue or achieve a profit for many years, if at all.
Management's Discussion & Analysis (MD&A)
Removed heading “Reverse Stock Split”
Removed heading “Stock-based compensation”
Largest changes
“We are a preclinical-stage pharmaceutical company focused on the development of novel small-molecule therapeutics targeting age-related diseases and oncology. Our lead investigational candidate, Telomir-1, is a small molecule metal ion regulator designed to modulate intracellular metal homeostasis. Dysregulation of metal ions, including iron, copper, zinc, and calcium, has been implicated in cellular aging processes as well as in tumor cell proliferation, oxidative stress, and other oncogenic pathways. …”see in full comparison
“On June 15, 2023, we entered into a Promissory Note and Loan Agreement with the Bay Shore Trust, a trust established by our 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”), we have 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 our IPO. …”see in full comparison
“As a condition to the closing of the Merger, TELI must hold at least $1 million in either cash, marketable securities or a combination of cash and marketable securities and certain shareholders of TELI must agree to provide $2 million upon FDA acceptance of an Investigational New Drug (IND) application for Telomir-1, and $2 million upon initiation of a Phase 1/2 study. The actual payments of such amounts following the milestones are not a condition to the closing of the Merger. …”see in full comparison
“The Company and TELI Pharmaceuticals, Inc., a private company incorporated under the laws of Delaware (“TELI”) have entered into an Agreement and Plan of Merger and Reorganization, dated November 20, 2025, and as amended on February 4, 2026 (collectively, the “Merger Agreement”), pursuant to which a wholly owned subsidiary of Telomir will merge with and into TELI, with TELI surviving as a wholly owned subsidiary of Telomir (the “Merger”). …”see in full comparison
Full comparison: every changed paragraph (25)
We are a preclinical-stage pharmaceutical company focused on the development of novel small-molecule therapeutics targeting age-related diseases and oncology. Our lead investigational candidate, Telomir-1, is a small molecule metal ion regulator designed to modulate intracellular metal homeostasis. Dysregulation of metal ions, including iron, copper, zinc, and calcium, has been implicated in cellular aging processes as well as in tumor cell proliferation, oxidative stress, and other oncogenic pathways. By influencing intracellular metal balance, Telomir-1 may affect biological mechanisms relevant to age-related conditions and certain oncology indications. We are conducting ongoing preclinical research in animal and other model systems to further evaluate these potential applications. There can be no assurance that preclinical findings will translate into clinical benefit in humans.
We
are a pre-clinical-stage pharmaceutical company seeking to lead development in age-reversal science. The Company is focused on the development
of Telomir-1, a novel small molecule metal ion regulator, designed to lengthen the DNA’s protective telomere caps, which are
crucial in the aging process. The Company’s goal is to explore the potential of Telomir-1 starting with ongoing research in animals
and then in humans.
We
had net losses of $10.4 and $16.5 million and $13.1 million
for the years ended December 31, 20242025 and 2023,2024, respectively.
The Company and TELI Pharmaceuticals, Inc., a private company incorporated under the laws of Delaware (“TELI”) have entered into an Agreement and Plan of Merger and Reorganization, dated November 20, 2025, and as amended on February 4, 2026 (collectively, the “Merger Agreement”), pursuant to which a wholly owned subsidiary of Telomir will merge with and into TELI, with TELI surviving as a wholly owned subsidiary of Telomir (the “Merger”). At the effective time of the Merger (the “Effective Time”), each outstanding share of common stock of TELI, $0.0001 par value per share (“TELI Common Stock”), will be converted into the right to receive such number of Telomir Common Stock as is calculated based on the exchange ratio of the shares for the Merger (the “Exchange Ratio”). The Exchange Ratio is calculated using the relative company valuations of each of Telomir and TELI. It is expected that shareholders of TELI will receive one share of Telomir Common Stock for each share of TELI Common Stock held (the “Merger Share Consideration”). The Telomir Common Stock issued as the consideration will not be registered for trading under the Securities Act. The Merger will result in an alignment of U.S. and non-U.S. rights to Telomir-1 within a single public company structure, thereby simplifying global development and partnership efforts. As a result of the Merger, TELO will own the entire worldwide intellectual property portfolio and development programs related to Telomir-1.
As a condition to the closing of the Merger, TELI must hold at least $1 million in either cash, marketable securities or a combination of cash and marketable securities and certain shareholders of TELI must agree to provide $2 million upon FDA acceptance of an Investigational New Drug (IND) application for Telomir-1, and $2 million upon initiation of a Phase 1/2 study. The actual payments of such amounts following the milestones are not a condition to the closing of the Merger. At the Effective Time, Telomir’s stockholders will continue to own and hold their existing shares of Telomir Common Stock. Following the Merger, Telomir’s shares will continue to be listed on the Nasdaq under the symbol “TELO”.
Reverse
Stock Split
Effective
December 11, 2023, we completed a reverse stock split of our outstanding common stock upon the filing of our Second Amended and Restated
Articles of Incorporation with the Florida Secretary of State. No fractional shares were or will be issued in connection with the reverse
stock split, and all such fractional shares resulting from the reverse stock split were and will be rounded up to the nearest whole number.
The shares issuable upon the exercise of our outstanding warrants, and the exercise prices of such warrants, have been adjusted to reflect
the reverse stock split. Unless otherwise noted, the share and per share information in this Annual Report reflects the reverse stock
split.
General
and Administrative Expenses.
We incurred general and administrative expenses of $9.6$8.1 million and $0.6$9.6 million during the years
ended December 31, 20242025 and 2023,2024, respectively.
General and administrative expenses in the year ended December 31, 2025 consisted of stock-based compensation expense of $5.2 million,
issuance of common stock for services of $840,000, payroll and benefits expense of $0.7 million, executive cash bonus of $0.4 million,
legal expenses of $0.2 million, accounting expenses of $0.1 million, and other expenses of $0.8 million. General and administrative expenses
in the year ended December 31, 2024 consisted of stock compensation expense of $6.7 million for new options granted in 2024, payroll
payroll expense of $1.2 million which increased compared to 2023 due to more employees after
the IPO,million, accounting and legal expenses of $0.6 million relating to the IPO in 2024, and office and rent expenses of $1.1
million.
Related
Party Travel Costs. We
did not incur related party travel costs in the year ended December 31, 2025. We incurred $0.4 million and $1.8 million in related party travel costs
during the yearsyear ended December 31,
2024 and December 31, 2023 respectively.2024. Related party travel costs consisted of a shared lease and use of an airplane with an entity
under common control. The related party travel costs are due to CRO and vendor site visits, plus IPO related efforts for the year ended
December 31, 2023. We ceased using the airplane after March 2024 and our obligations related to this lease terminated shortly thereafter.
Research
and Development Expenses. We
incurred research and development expenses of $2.2$2.4 million and $1.6$2.2 million during the years ended
December 31, 20242025 and 2023, respectively.2024. The increasefollowing
categorized various elements of R&D expense in research and development expenses during 2024 compared to 2023 is due to the
expansion of pre-clinical programs during 2024.2025:
Major
components of research and development expenses during 2024 is as follows:
Interest income (expense). We recorded
expense.interest income of $0.1 million in the year ended December 31, 2025, compared with $0.05 million in the year ended December 31, 2024.
We incurred $4.4 million in interest expense during the year ended December 31, 2024 in contrast to incurring none
for the year ended
December 31, 2023.2025. Interest expense during 2024 was composed of debt issuance costs related to a line of credit
financing that expired
upon the completion of the IPO.
Loss
on extinguishment of debt. Pursuant to a conversion agreement, the following related party debt was converted to common stock
(after giving effect to our 1-for-2.05 reverse stock split that occurred on December 11, 2023) on November 30, 2023: The Bay Shore Line
of Credit – see note 4, balance of $1.4 million into 674,637 shares of our common stock and the MIRALOGX balance of $1.7 million.
into 837,841 shares of our common stock. The conversion of the Bay Shore Line of Credit and MIRALOGX balances resulted in a loss on the
debt conversion of $7,486,767 for the year ended December 31, 2023. No conversions occurred in 2024.
Since
our inception in August 2021, we have financed
our operations primarily through sales of our common stock. These equity financings included the proceeds from our initial public offering
that occurred
in February of 2024, an unsecured line of credit with the Bay Shore Trust, our majority shareholder, through a $1.0 million private placement
of shares of our Common Stock that occurred during the first quarter 2023 at $3.73 per share (after giving effect to our 1-for-2.05 reverse
stock split that occurred on December 11, 2023), and through a $1.0 million stock purchase agreement of our Common Stock with Starwood
Trust that occurred in the
fourth quarter of 2024.2024, a $3 million stock purchase agreement in 2025 with The Bayshore Trust, and our ATM Financings. We intendraised to finance our clinical development programs and working capital needs$6.5
million from
existing cashATM and potential new sources of debt and equity financing. Further, we plan to conduct a raise of capitalfinancings in the nearyear future
toended assistDecember in31, financing working capital needs.2025.
We intend to finance our clinical development programs and working capital needs from existing cash and potential new sources of debt and equity financing. Further, we plan to conduct a raise of capital in the near future to assist in financing working capital needs.
On May 19, 2025, we entered into an agreement to raise $3 million in equity financing through a direct investment by The Bayshore Trust, an entity affiliated with our largest shareholder. The transaction was structured as a straight restricted common stock deal with no warrants. We issued 333,334 restricted shares of its common stock, no par value (the “Common Stock”) at a purchase price of $3.00 per share, representing an 18% premium to the closing share price of the Common Stock of $2.54 on the date of execution (the “Bayshore Financing”). We received the initial payment of $1 million for the Bayshore Financing on May 20, 2025. In July 2025, an additional $2 million was received, for the issuance of 666,666 shares.
On
September 24, 2024 we entered into an unsecured
Promissory Note and Loan Agreement with the Starwood Trust, a separate trust which was
established by our founder for the benefit of
his family. Under this Promissory Note and Loan Agreement (the “Starwood Note”),
we have the right to borrow up to an aggregate
of $5 million from the Starwood Trust at any time up until the second anniversary of the
note. Our right to borrow funds under the Starwood
Note is subject to the absence of a material adverse change in its assets, operations,
or prospects. The Starwood Note, together with
accrued interest, is to become due and payable on the second anniversary of the issuance
of the note and provides for prepayment at any
time without penalty. The Starwood Note accrues interest at a rate equal ofto 7% per annum,
simple interest.
Further,
on December 9, 2024, Starwood Trust
entered into a stock purchase agreement with the Companyus 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.us.
On
June 15, 2023, we entered into a Promissory Note and Loan Agreement with the Bay Shore Trust, a trust established by our 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”), we have 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 our IPO. Our right to borrow funds
under the Bay Shore Note is subject to the absence of a material adverse change in its assets, operations, or prospects. The Bay Share
Note, together with accrued interest, will become due and payable on the second anniversary of the issuance of the note, provided that
it may be prepaid at any time without penalty. The Bay Shore Note will accrue interest at a rate equal to 7% per annum, simple interest,
during the first year that the note is outstanding and 10% per annum, simple interest, thereafter. The Bay Shore Note is unsecured. As
of November 30, 2023, the total amount outstanding under the Bay Shore Note was $1.4 million. The total amount outstanding was converted
into 674,637 shares of our common stock on November 30, 2023 at a conversion rate of $2.05 per share (after giving effect to our 1-for-2.05
reverse stock split that occurred on December 11, 2023) pursuant to a conversion agreement. As of February 9, 2024, the agreement has
been terminated.
We
currently expect that our cash and cash equivalents
will be sufficient to fund our operations, development plans, and capital expenditures
midway through the secondfirst quarter of 2025. As such, there is substantial doubt about the Company’s ability to continue as a going
concern.2027.
For the year ended December 31, 2025, operating activities used $3.7 million of cash, primarily due to a net loss of $10.4 million and a decrease in accounts payable of $0.05 million, offset by $5.3 million of stock compensation expense, $0.8 million in common stock issued for services, and $0.2 million increase in due to related parties.
For
the year ended December 31, 2023, operating activities used $3.9 million of cash, primarily due to a net loss of $13.1 million, a $0.10
million net increase in accounts payable, accrued expenses and prepaid expenses, offset by $1.6 million in amortization of debt issuance
costs and $7.5 million of a loss on the conversion of debt to common stock. Accounts payable was composed of research and development
payables, rent and legal expenses.
For
the year ended December 31, 2024,2025, financing
activities provided $6.3$9.7 million of cash, resulting primarily from $6.8$6.5 million from the
sale of common stock andin offsetATM byfinancings, $0.5$3.0 million in
sales repaymentsof common stock to a related party.party, and $0.2 million in due to officer.
For
the year ended December 31, 2023,2024, financing
activities provided $3.9$6.3 million of cash, resulting primarily from $1.7 million in net borrowings from
a related party, $1.5 million in net borrowings under a related party line of credit, $1.0$6.8 million from the sale of common stockstock, and
offset by a $0.3$0.5 million in deferred offering cost and $0.05 million
in repayments to a related party.
Stock-based
compensation
What changed in the latest 10-Q
Risk Factors
For a discussion of risk factors, please read Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”). Such risk factors continue to be relevant to an understanding of our business, financial condition and operating results. As of the date of this Quarterly Report on Form 10-Q, there have been no material changes from the risk factors reported in our 2025 Annual Report.
Full comparison: every changed paragraph (1)
For
a discussion of risk factors, please read Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the
fiscal fiscal
year ended December 31, 2025.2025 (the “2025 Annual Report”). Such risk factors continue to be relevant to an understanding of our business, financial
condition and
operating results. As of the date of this Quarterly Report on Form 10-Q, there have been no material changes from the
risk factors reported
in our 2025 Annual Report.
Management's Discussion & Analysis (MD&A)
New heading “Results of operations for the six months ended June 30, 2026 and 2025:”
New heading “General and Administrative Expenses”
New heading “Research and Development Expenses”
New heading “Interest income (expense)”
New heading “Legal Proceedings and Contingencies”
Largest changes
“Results of operations for the six months ended June 30, 2026 and 2025:”see in full comparison
Under the Funding Commitment, following acceptance by thesee in full comparisonU.S. Food and Drug Administration (“FDA”)of anInvestigational New Drug (“IND”)application forTelomir-1,Telomir-Zn, Bayshore Trust, an affiliate of the Company’s largeststockholder,shareholder, may fund $2.0 million, payable in cash or marketable securities valued at the time of contribution, in exchange for 1,492,537 shares ofthe Company’s common stock, no par value (the “CommonStock”),Stock, calculated based on a reference price of $1.34 per share, representing the Nasdaq Stock Market (“Nasdaq”) closing price on April 15, 2026. Upon commencement of a Phase 1/2 clinical trial forTelomir-1,Telomir-Zn, Bayshore Trust may make an additional $2.0 million contribution under similar terms in exchange for an additional 1,492,537 shares (together, the “Milestone Shares”).
Full comparison: every changed paragraph (40)
The
following discussion should be read in conjunction with the condensed consolidated financial statements and related notes thereto included
elsewhere elsewhere
in this Quarterly Report on Form 10-Q. In addition to historical information, this discussion contains forward-looking statements
that that
involve risks, uncertainties and assumptions that could cause actual results to differ materially from our management’s expectations.
See “Cautionary Note Regarding Forward-Looking Statements” contained above in this Quarterly Report on Form 10-Q. The Company
assumes no obligation to update any of these forward-looking statements, unless required to do so by applicable law.
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.cancer. Our lead investigational candidate, Telomir-1 (Telomir-Zn),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.biology.
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”). In addition, we continue to conduct preclinical
research in animal and other model systems to further evaluate
the potential application of Telomir-1(Telomir-Zn) across multiple disease
areas.
We
had net losses of $0.9$1.7 million and $2.2$5.1 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. We had net losses of
$2.7 million and $7.3 million for the six months ended June 30, 2026 and 2025, respectively.
On
April 22, 2026, the Company consummated its previously announced merger with TELI Pharmaceuticals, Inc. (“TELI”),Inc., a related
party private company
(the “Merger”), following approval by the Company’s stockholdersshareholders at a meeting held on March 23,
2026. Pursuant to the
Merger, the Company acquired all of the outstanding equity interests of TELITELI, which held exclusive worldwide intellectual property rights to develop and commercialize Telomir-Zn, and issued an aggregate of 34,389,710
restricted shares
the ofCompany’s common stock, no par value (the “Common Stock”) to the former TELI stockholders.a shareholders. The share consideration was determined using an exchange ratio based
on independent
third-party valuations of both entities.
In
connection with the closing of the Merger, Bayshore Trust, a TELI stockholder,a shareholder, provided a $1.0 million cash contribution to the Company.
Bayshore Trust also entered into a binding commitment arrangement providing for up to $4.0 million of additional equity investment, subject
to the achievement of specified regulatory and clinical development milestones related to Telomir-1 (Telomir-Zn) (the “Funding
Commitment”).
Under
the Funding Commitment, following acceptance by the U.S. Food and Drug Administration (“FDA”) of an Investigational New Drug
(“IND”) application for Telomir-1,Telomir-Zn, Bayshore Trust, an affiliate of the Company’s largest stockholder,shareholder, may fund $2.0
million, payable in cash or marketable securities valued at the time of contribution, in exchange for 1,492,537 shares of the Company’s
common stock, no par value (the “Common Stock”),Stock, calculated based on a reference price of $1.34 per share, representing the
Nasdaq Stock Market (“Nasdaq”) closing price on April 15, 2026. Upon commencement of a Phase 1/2 clinical trial for Telomir-1,Telomir-Zn,
Bayshore Trust may make an additional $2.0 million contribution under similar terms in exchange for an additional 1,492,537 shares (together,
the “Milestone Shares”).
Issuance
of the Milestone Shares is contingent upon receipt of the applicable funding amounts. If the required funding related to a milestone
is not received within three months of the applicable milestone event, the related right to receive Milestone Shares will lapse. Any
Milestone Shares issued pursuant to the Funding Commitment are separate from, and in addition to, the shares issued to TELI stockholdersa shareholders
as part of the Merger consideration.
As
a result of the Merger, the Company obtained exclusive worldwide rights to develop and commercialize Telomir-1 (Telomir-Zn),Telomir-Zn, consolidating
previously separated geographic rights within a single corporate entity.
At
the Effective Time, Telomir’s stockholders will continue to own and hold their existing shares of Common Stock. Following the Merger,
Common Stock will continue to be listed on the Nasdaq under the symbol “TELO”.
Research
and development expenses represent costs incurred to conduct research and development of our product candidate. We recognize all research
and development costs as they are incurred. Research and development expenses consist primarily of contracted research and manufacturing, consulting arrangements, and other expenses incurred to advance the following:Company’s
research and development activities.
Results
of operations for the three months ended MarchJune 31,30, 2026 and 2025:
We incurred $1.3 million and $5.0 million in general and administrative expenses during the three months ended June 30, 2026 and 2025, respectively. The decrease in general and administrative expenses of $3.7 million during the three months ended June 30, 2026 relates primarily to decreases in stock-based compensation of $3.9 million, partially offset by an increase in professional expense for $0.2 million.
We
incurred general and administrative expenses of $0.6 million and $1.9 million during the three months ended March 31, 2026 and 2025,
respectively. General and administrative expenses in the three months ended March 31, 2026 consisted primarily of stock-based compensation
expense of approximately $40,000, payroll and benefits expense of approximately $134,000, professional fees of approximately $134,000,
and other expense of $265,000. General and administrative expenses in the three months ended March 31, 2025 consisted primarily of stock
compensation expense of approximately $1.3 million for new options granted in 2025, payroll expense of approximately $167,000, professional
fees of approximately $167,000 and other expense of $168,000.
We
incurred research and development expenses of $0.5$0.4 million and $0.3less than $0.1 million during the three months ended MarchJune 31,30, 2026
and 2025. The
following categorizedincrease various elements ofin R&D expenseexpenses during the three months ended MarchJune 31,30, 2026 primarily reflects higher pre-clinical research and 2025:R&D consultant
costs associated with advancement of the Telomir-Zn development program, partially offset by lower toxicology expenses.
The following categorized various elements of R&D expense during the three months ended June 30, 2026 and 2025:
We
recorded interest income of lessapproximately than $0.1$0.05 million in the three months ended MarchJune 31,30, 2026, compared with less than $0.1 million
in in
the three months ended MarchJune 31,30, 2025. We incurred less than $0.1 million in interest expense during the three months ended MarchJune
30, 31,
2026 and 2025, respectively.
Results of operations for the six months ended June 30, 2026 and 2025:
General and Administrative Expenses
We incurred $1.8 million and $6.9 million in general and administrative expenses during the six months ended June 30, 2026 and 2025, respectively. The decrease in general and administrative expenses of $5.0 million during the six months ended June 30, 2026 relates primarily to decreases in stock-based compensation of $5.2 million and payroll related expenses of $0.1 million, partially offset by increases in professional expense of $0.2 million and other expenses of $0.1 million.
Research and Development Expenses
We incurred research and development expenses of $0.9 million and $0.4 million during the six months ended June 30, 2026 and 2025. The increase of $0.05 million primarily reflects higher pre-clinical research activities and R&D consultant costs associated with the Merger and advancement of the Telomir-Zn development program, partially offset by lower R&D stock-based compensation.
The following table categorizes various elements of R&D expense during the six months ended June 30, 2026 and 2025:
Interest income (expense)
We recorded interest income of $0.1 million in the six months ended June 30, 2026, compared with less than $0.1 million in the six months ended June 30, 2025. We incurred less than $0.1 million in interest expense during the six months ended June 30, 2026 and 2025, respectively.
Since
our inception in August 2021, we have financed our operations primarily through sales of our Common Stock. These equity financings included
the proceeds from our initial public offering that occurred in February 2024, a $1.0 million stock purchase agreement of our Common Stock
with Starwood Trust that occurred in the fourth quarter of 2024, a $3 million stock purchase agreement in 2025 with the Bayshore Trust,
and our at-the-market financings (“ATM Financing”). We raised $6.5 million from the ATM financing in the year ended December
31, 2025.
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
an entity affiliated with our largest stockholder.shareholder. We issued 333,334 restricted shares of 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 of Common Stock.
On
September 24, 20242024, we entered into an unsecured Promissory Note and Loan Agreement with the Starwood Trust, a separate trust whichthat was
established by our founder for the benefit of his family. Under this Promissory Note and Loan Agreement (the “Starwood Note”),
we have the right to borrow up to an aggregate of $5 million from the Starwood Trust at any time up until the second anniversary of the
Starwood Note. Our right to borrow funds under the Starwood Note is subject to the absence of a material adverse change in its assets,
operations, or prospects. The Starwood Note, together with accrued interest, is to become due and payable on the second anniversary of
the issuance of the note and provides for prepayment at any time without penalty. The Starwood Note accrues interest at a rate equal
to 7% per annum, simple interest.
Further,
on December 9, 2024, Starwood Trust entered into a stock purchase agreement with the Company to purchase 142,857 shares of unregistered
Common Stock at $7 aper share for a total of $1.0 million in proceeds to us.
We
have incurred significant losses and negative cash flows from operations since inception and expect to incur additional losses until
such time that we can generate significant revenue and profit. We had negative cash flow from operations of approximately $1.8$2.8 million
for the threesix months ended MarchJune 31,30, 2026 and an accumulated deficit of approximately $42.0$43.7 million as of MarchJune 31,30, 2026. As of MarchJune 30,
31, 20262026, we had cash and cash equivalents of approximately $5.6$5.2 million.
We
did not have any material non-cancellable contractual obligations as of MarchJune 31,30, 2026.
For
the threesix months ended MarchJune 31,30, 2026, operating activities used $1.8$2.8 million of cash, primarily due to a net loss of $1.0$2.7 million and a
a decrease in operating assets and liabilities of $0.8$0.9 million, partially offset by approximately $40$0.9 thousandmillion of stock compensation
expense.
For
the threesix months ended MarchJune 31,30, 2025, operating activities used $0.9$1.6 million of cash, primarily due to a net loss of $2.2$7.2 million,
partially offset
by a $0.56$0.4 million change in accounts payable, accrued and prepaid expenses and $1.4$6.0 million of stock compensation
expense. Accounts
payable was composed of research and development payables, and accounting and legal expenses.
For
the threesix months ended MarchJune 31,30, 2026, financing activities provided $47,000$0.7 million of cash, resulting from $0.2$1.0 million fromof proceeds from
the TELI contribution and $0.2 million of proceeds from issuance of an insurance loan,loan payable, partially offset by $0.2 million in repayments
to executivean officersofficer andof $22,000the Company, $0.3 million in repayments towardsto related parties of the Company and less than $0.1 million in repayments of
insurance loans.
For the six months ended June 30, 2025, financing activities provided $1.0 million of cash, resulting from $1.0 million of proceeds from the sale of Common Stock.
No
financing activities took place during the three months ended March 31, 2025.
Legal Proceedings and Contingencies
On June 5, 2026, a complaint was filed by the Estate of Christopher Columbus Chapman, Jr., the former Chief Executive Officer of the Company, in the circuit court of Miami-Dade County, Florida claiming that the Company failed to timely transfer restricted common stock of the Company. The Company subsequently successfully removed the case to the complex business court of Miami-Dade County, Florida. The plaintiff claims damages in excess of $3.5 million due to the delays in transfer. The Company believes the plaintiff’s position is without merit and intends to vigorously defend itself. At this stage of the proceedings, management is unable to reasonably estimate the likelihood of an unfavorable outcome or the amount of any potential loss, if any. Accordingly, no liability has been recorded in the accompanying condensed consolidated financial statements as of June 30, 2026.
For additional information regarding the Company’s legal proceedings and related contingencies, see Note 9, “Commitments and Contingencies,” to the Company’s unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q and Part II, Item 1, “Legal Proceedings,” of this Quarterly Report on Form 10-Q.
A
description of recently issued and adopted accounting pronouncements that may potentially impact our financial position and results of
operations is disclosed in Note 12 to our accompanying condensed consolidated financial statements.
TELO insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-04-22 | Aminov Erez |
Other | 7,319,710 | $1.37 | $10.0M |
Well-known investors holding TELO (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Millennium Management (Israel Englander) | 2026-06-30 | 129,060 | $167.8K | — | Sold out |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 13,266 | $17.0K | 0.0% | New position |