Telomir Pharmaceuticals, Inc. (TELO) - 10-K Summary
Business Context and Reporting Period
Company: Telomir Pharmaceuticals, Inc.
Filing Type: Form 10-K (Annual Report)
Period Ended: December 31, 2025
Business Stage: Preclinical-stage biotechnology company.
Core Asset: Telomir-1 (Zn-Telomir), a novel orally administered small molecule designed to modulate intracellular metal balance (iron, copper, calcium, zinc) to address aging and age-related diseases.
Key Development: The Company has entered into a Merger Agreement with TELI Pharmaceuticals, Inc. (TELI) to consolidate U.S. and non-U.S. rights to Telomir-1. The merger is subject to shareholder approval and requires TELI to hold $1 million in cash/marketable securities at closing.
Key Financial Metrics
| Metric | 2025 | 2024 |
|---|---|---|
| Revenue | $0 | $0 |
| Net Loss | $(10.4) million | $(16.5) million |
| Operating Expenses | $10.5 million | $12.2 million |
| Cash and Cash Equivalents (Year End) | $7.3 million | $1.3 million |
| Net Cash Used in Operating Activities | $(3.7) million | $(5.1) million |
| Net Cash Provided by Financing Activities | $9.7 million | $6.3 million |
| Accumulated Deficit | $(41.0) million | $(30.6) million |
Liquidity: As of December 31, 2025, the Company held $7.3 million in cash. Management estimates this is sufficient to fund operations through the first quarter of 2027.
Material Changes vs. Prior Period
- Net Loss Reduction: Net loss decreased by approximately $6.1 million (37%) from 2024 to 2025, primarily due to the elimination of $4.3 million in interest expense related to the amortization of debt issuance costs from a line of credit that expired upon the 2024 IPO.
- Operating Expenses: Total operating costs decreased by $1.7 million. General and Administrative (G&A) expenses dropped from $9.6 million to $8.1 million, driven by a reduction in stock-based compensation ($6.7M in 2024 vs. $5.2M in 2025) and the cessation of related party travel costs (aircraft lease) in 2025.
- Financing Activity: The Company raised $9.7 million in 2025 compared to $6.3 million in 2024. Key 2025 inflows included $6.5 million from At-The-Market (ATM) offerings and $3.0 million from a direct investment by The Bayshore Trust (a related party).
- Related Party Transactions: In 2025, the Company issued 400,000 shares of common stock valued at $840,000 to the CEO for services, recorded immediately as compensation expense.
Guidance, Outlook, and Risks
Outlook and Milestones:
- IND Submission: Targeting submission of an Investigational New Drug (IND) application in 2026.
- Clinical Trials: Plans to initiate a Phase 1/2 clinical trial following IND effectiveness, subject to regulatory review and funding.
- Merger: The proposed merger with TELI aims to unify global IP rights. TELI shareholders are expected to receive one share of Telomir stock for each TELI share held.
Management Commentary:
- The Company has completed IND-enabling GLP safety and toxicology studies for Telomir-1, reporting favorable results with no dose-limiting toxicities.
- Preclinical data suggests potential efficacy in Wilson's disease, Type 2 diabetes, Progeria, and oncology models.
Risks and Contingencies:
- Going Concern: The independent auditor has raised substantial doubt about the Company's ability to continue as a going concern due to recurring losses and negative cash flows. Continued operations depend on raising additional capital.
- Intellectual Property: The Company does not own the IP for Telomir-1; it is licensed from MIRALOGX (a related party). The license covers U.S. rights only; foreign rights are held by MIRALOGX. The license requires an 8% royalty on net sales.
- Merger Uncertainty: The merger with TELI is subject to shareholder approval and conditions, including TELI maintaining $1 million in cash. There is no assurance the merger will close.
- Regulatory Risk: Preclinical results are not predictive of human clinical outcomes. FDA approval is not guaranteed.
Investor Verification Checklist
- Cash Runway: Verify if the $7.3 million cash balance is sufficient to reach the 2026 IND submission given the current burn rate of ~$3.7M/year.
- Merger Terms: Review the definitive Merger Agreement to confirm the exchange ratio, the $1 million cash condition for TELI, and the potential dilution to existing TELO shareholders.
- IP License Status: Confirm the status of the license with MIRALOGX, specifically the 8% royalty obligation and the lack of foreign rights, which limits global commercialization potential.
- Related Party Concentration: Assess the concentration of ownership and control by the Bay Shore Trust and related parties, and the potential conflicts of interest regarding the merger and IP licensing.
- Stock-Based Compensation: Monitor future stock-based compensation expenses, which were $5.3 million in 2025, as a significant non-cash cost impacting net loss.