Note 5. Related Party Asset Acquisition of TELI

On April 22, 2026, the Company completed its acquisition of TELI, a related party private company certain of whose beneficial owners are also related parties of the Company, pursuant to the Merger Agreement. TELI was considered a related party because Bayshore Trust, a principal shareholder of the Company, held ownership interests in both the Company and TELI. Bayshore Trust, the principal shareholder of the Company, was established by the Company’s founder, Jonnie R. Williams, Sr., and various members of his family are beneficiaries of the trust. Bayshore Trust is a related party and beneficially owns more than 10% of the Company’s outstanding common stock. In addition, Erez Aminov held ownership interests in both entities and serves as the Company’s Chairman and Chief Executive Officer. Immediately prior to the Merger, Bayshore Trust beneficially owned approximately 35% of TELI and 14% of the Company, while Mr. Aminov beneficially owned approximately 21% of TELI and 1% of the Company. The Merger was approved by the Company’s shareholders at the annual shareholders’ meeting held on March 23, 2026. At the closing of the Merger, the Company acquired 100% of the outstanding equity interests of TELI which held exclusive worldwide intellectual property rights to develop and commercialize Telomir-Zn, in exchange for 34,389,710 restricted shares of Common Stock issued to TELI’s former shareholders. As a result of the Merger, the Company consolidated previously separated geographic rights to Telomir-Zn under a single corporate structure. The number of shares issued was determined based on an exchange ratio derived from independent third-party valuations of both the Company and TELI. Immediately following the Merger, the former TELI stockholders beneficially owned approximately 50% of the Company’s outstanding common stock, based on the shares outstanding upon completion of the Merger. In addition, Bayshore Trust beneficially owned approximately 25% of the Company’s outstanding common stock, while Mr. Aminov beneficially owned approximately 11% of the Company’s outstanding common stock following the merger.

As a condition to closing, Bayshore Trust, a related party and a shareholder of TELI, contributed $1.0 million in cash to the Company. In addition, Bayshore Trust entered into a binding equity funding commitment pursuant to which it may invest up to an additional $4.0 million in the Company upon the achievement of specified regulatory and clinical milestones related to Telomir-Zn (the “Funding Commitment”).

Under the Funding Commitment, upon the acceptance by the FDA of an Investigational New Drug (IND) application for Telomir-Zn, Bayshore Trust may contribute $2.0 million, in cash or marketable securities valued at the time of transfer, in exchange for 1,492,537 shares of Common Stock, calculated as $2.0 million divided by $1.34, representing the closing trading price of the Common Stock on April 15, 2026. Upon the initiation of a Phase 1/2 clinical study for Telomir-Zn, Bayshore Trust may contribute an additional $2.0 million, in cash or marketable securities valued at the time of transfer, in exchange for an additional 1,492,537 shares of Common Stock (the “Milestone Shares”).

The Milestone Shares, if any, will be issued only upon the receipt of the corresponding funding amounts. If a funding commitment is not satisfied within three months of the applicable milestone date, the corresponding right to receive Milestone Shares will be forfeited. The Milestone Shares are separate and distinct from the shares issued to TELI’s former a shareholders as consideration in the Merger.

Telomir Pharmaceuticals, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

(unaudited)

As a result of the Merger, the Company holds sole global rights to Telomir-Zn, consolidating worldwide development and commercialization rights under a single corporate structure.

On the closing date of the Merger, the Company issued 34,389,710 shares of its common stock to the former a shareholders of TELI (see Note 10). The shares issued were valued at $47,113,903 based on the closing market price of the Company’s Common Stock of $1.37 per share on April 22, 2026. The Company accounted for the acquisition as a related-party asset acquisition at historical carryover basis. Immediately prior to the Merger, TELI’s net assets, including the intellectual property rights related to Telomir-Zn, had a historical carrying value of $0. As a condition to closing, Bayshore Trust contributed $1,000,000 in cash to the Company, which represented the only net asset received in the transaction. Accordingly, the Company recorded the $1,000,000 cash contribution as an increase to equity in additional paid-in capital. The excess of the fair value of the common shares issued over the net assets received of $46,113,903 was accounted for as a deemed dividend and recorded as a charge to additional paid-in capital. As a result, the net increase in shareholders’ equity attributable to the transaction was $1,000,000.