Note 7. 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 June 30, 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 June 30, 2026.

Mr. Aminov is the domestic partner of a daughter of Jonnie R. Williams, Sr., the Company's founder and the grantor of Bayshore Trust, a principal shareholder of the Company, of which various members of the Williams family are beneficiaries.

Due to related parties

During the year ended December 31, 2024, the Company received working capital advances from MIRALOGX, a 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 six months ended June 30, 2026, the Company incurred $26,592 of intellectual property development costs that were paid on its behalf by MIRALOGX. These amounts were repaid in full as of June 30, 2026. As of June 30, 2026 and December 31, 2025, amounts due to related parties totaled $526 and $318,234, respectively.

Investment from largest shareholder

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, the Company’s principal shareholder. 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.

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 founder of Bayshore Trust, a principal shareholder of the Company, 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. As of June 30, 2026 and December 31, 2025, the Company has not borrowed any amounts under the Starwood Note.

Telomir Pharmaceuticals, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

(unaudited)

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 whereby in the event of the Company misses payment, makes false representations, fails to comply in any material respect with covenants, files for bankruptcy, or experiences a material adverse change in its assets or operations then 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, it provides for prepayment at any time without penalty, and accrues simple interest at a rate equal to 7% per annum. As of June 30, 2026 and December 31, 2025, the Company has not borrowed any amounts under the Starwood Note.

MIRALOGX License Agreement

See Note 6.

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 Common Stock that were contributed to SKNY by its largest shareholder prior to the merger closing. As a result, MIRA holds approximately 5% and 10% of the Company’s outstanding Common Stock as of June 30, 2026 and December 31, 2025, respectively.

Related Party Asset Acquisition of TELI

On April 22, 2026, the Company completed the acquisition of TELI, a related-party entity whose beneficial ownership included certain related parties of the Company. TELI was considered a related party because Bayshore Trust, a principal shareholder of the Company, held ownership interests in both the Company and TELI. 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. As part of the Merger, Bayshore Trust, a related party, contributed $1.0 million in cash to the Company and entered into a funding commitment of up to an additional $4.0 million upon the achievement of specified development milestones (see Note 5, Related Party Asset Acquisition of TELI and Note 9, Funding Commitment Agreement with Related Party). As of June 30, 2026, no amounts had been funded under this arrangement, and no liability or equity issuance had been recognized related to the funding commitment.