Note 6. License agreement, related party

The Company licenses intellectual property rights related to Telomir-Zn from MIRALOGX, LLC (“MIRALOGX”), an intellectual property development and holding company controlled by a Bayshore Trust, which was established by Jonnie R. Williams, Sr, the Company’s founder. and under which various of his family members are beneficiaries. Bayshore Trust is a related party and greater-than-10% a principal shareholder 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-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-Zn–based products. Under the March 2025 license agreement, the Company obtained exclusive rights to commercialize Telomir-Zn–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 Merger established the Company as the sole holder of the global rights to Telomir-Zn, consolidating worldwide development and commercialization rights under a single corporate structure. Prior to the acquisition, North American and international rights to Telomir-Zn were held separately. As a result of the Merger, the Company obtained full control of the Telomir-Zn platform and all associated rights across major international markets.

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 June 30, 2026.

Telomir Pharmaceuticals, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

(unaudited)

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.

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.