Note 9. Commitments and contingencies

In the ordinary course of business, the Company enters into various agreements containing standard indemnification provisions. The Company’s indemnification obligations under such provisions are typically in effect from the date of execution of the applicable agreement through the end of the applicable statute of limitations. The aggregate maximum potential future liability of the Company under such indemnification provisions is uncertain. As of June 30, 2026 and December 31, 2025, no amounts have been accrued related to such indemnification provisions.

Funding Commitment Agreement with Related Party

On April 15, 2026, as part of the Merger, the Company entered into a binding funding commitment agreement with Bayshore Trust, a related party, in support of the continued development of Telomir-Zn. Under the agreement, Bayshore Trust committed to provide up to an aggregate of $4.0 million of funding to the Company upon the achievement of specified development milestones. The agreement provides for (i) an initial funding commitment of $2.0 million, payable upon acceptance by the FDA of an Investigational New Drug (“IND”) application for Telomir-Zn, and (ii) a second funding commitment of $2.0 million, payable upon the initiation of a Phase 1/2 clinical study for Telomir-Zn. Funding may be provided in cash, marketable securities, or a combination thereof, subject to the terms of the agreement.

In consideration for each funding commitment, the Company agreed to issue 1,492,537 shares of its common stock, or an aggregate of 2,985,074 shares if both milestones are achieved and the corresponding funding is provided. The shares will be issued only upon receipt of the applicable funding commitment. If Bayshore Trust fails to provide the applicable funding within three months of the applicable milestone, the right to receive the corresponding shares is forfeited.

As of June 30, 2026, neither of the specified milestones had been achieved and no funding had been received by the Company under the agreement. Accordingly, no shares had been issued, and no amounts had been recognized in the accompanying condensed consolidated financial statements related to this arrangement. The Company will evaluate the accounting impact of the arrangement as the respective milestones are achieved and funding commitments become payable.

Legal Proceedings

From time to time, we may become involved in legal proceedings, claims, investigations and other matters arising in the ordinary course of our business. The Company’s policy is to assess the likelihood of any adverse judgments or outcomes related to legal matters, as well as ranges of probable losses. Except as described below, we are not currently a party to any material pending legal proceedings.

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.

Telomir Pharmaceuticals, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

(unaudited)