v3.26.1
Stockholders’ equity
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Stockholders’ equity

Note 10. Stockholders’ equity

 

Capital stock

 

The Company has the authority to issue 400,000,000 shares of capital stock, consisting of 300,000,000 shares of Common Stock and 100,000,000 shares of undesignated Preferred Stock, whose rights and privileges will be defined by the board of directors when a series of preferred stock is designated.

 

Common Stock Issued in Connection with the Merger

 

On April 22, 2026, the Company issued 34,389,710 shares of its common stock in connection with the acquisition of TELI (see Note 5, Related Party Asset Acquisition of TELI). The shares were valued at $47.1 million based on the closing market price of the Company’s Common Stock of $1.37 per share on the acquisition date. Because the Merger was accounted for as a related-party asset acquisition at historical carryover basis and the acquired net assets had a carrying value of $0, the excess of the fair value of the shares issued over the $1.0 million cash contribution received at closing was recorded as a deemed dividend of $46,113,903 and reflected as a charge to additional paid-in capital. The transaction resulted in a net increase to additional paid-in capital of $1.0 million.

 

ATM Agreement

 

On February 14, 2025, the Company filed a shelf registration statement with the SEC to facilitate the issuance of its Common Stock and entered into an At The Market Offering Agreement (the “ATM Agreement”) with Rodman & Renshaw LLC under which the Company may offer and sell shares of its Common Stock, with an aggregate offering amount sold of up to $100,000,000. During the three and six months ended June 30, 2026, the Company sold a total of 4,275 shares of its Common Stock, at a weighted average price of $1.51 for a total net proceeds of $6,311. During the three and six months ended June 30, 2025, the Company sold a total of 18,299 shares of its Common Stock, at a weighted average price of $2.67 for total proceeds of $47,769, net of costs of $1,032.

 

On May 19, 2025, the Company entered into an agreement to raise $3 million in equity financing through a direct investment by Bayshore Trust, an entity affiliated with the Company’s largest shareholder. The transaction was structured as a straight restricted common stock deal with no warrants. 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 Company received the initial payment of $1 million for the Bayshore Financing on May 20, 2025. In July 2025, an additional 666,666 shares of Common Stock were issued for $2 million received.

 

Restricted Stock Units

 

On May 27, 2025, 400,000 fully vested shares of Common Stock were granted for services to the Company’s CEO. The restricted shares were valued at $840,000 based on the stock quoted trading price at the grant date and were expensed immediately as compensation expense.

 

 

Telomir Pharmaceuticals, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

(unaudited)

 

Warrants

 

In connection with various transactions, the Company issued warrants. Warrant activity for the three and six months ended June 30, 2026 and the year ended December 31, 2025 is summarized below:

Schedule of Warrant Activity 

       Weighted Average     
           Remaining   Aggregate 
   Number of       Contractual   Intrinsic 
   Warrants   Exercise Price   Term (Years)   Value 
Outstanding as of December 31, 2024   2,814,057   $4.97    3.49   $— 
Granted   —    —    —    — 
Exercised   —    —    —    — 
Outstanding as of December 31, 2025   2,814,057    4.97    2.45    — 
Granted   —    —    —    — 
Exercised   —    —    —    — 
Outstanding as of March 31, 2026   2,814,057   $4.97    2.20   $— 
Granted   —    —    —    — 
Exercised   —    —    —    — 
Outstanding as of June 30, 2026   2,814,057   $4.97    1.95(1)   — 

 

Warrants consist primarily of 2,439,025 warrants issued to Bay Shore Trust that have a remaining contractual term of 1.95 years as of June 30, 2026, and 335,032 warrants issued to investors associated with a 2023 private placement that currently have an indeterminable contractual term, and 40,000 warrants issued to underwriters as part of the IPO with a remaining contractual life of 2.0 years.

 

2023 Omnibus Incentive Plan

 

In December 2023, the Company’s board of directors adopted the Company’s 2023 Omnibus Incentive Plan (“2023 Plan”). The 2023 Plan authorizes the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, to the Company’s employees and any of its parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to the Company’s employees, directors, and consultants and any of its future subsidiary corporations’ employees and consultants.

 

The 2023 Plan provides that 6,500,000 shares of Common Stock are reserved for issuance under the 2023 Plan, all of which may be issued pursuant to the exercise of incentive stock options.

 

Stock-based compensation

 

The vesting period for stock options granted is generally immediately to one year. All stock options granted under the 2023 Plan have a maximum contractual term of ten years.

 

The grant-date fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option-pricing model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. Expected price volatility is based solely on the Company’s trading history for its Common Stock.

 

Expected term of options granted is derived using the “simplified method” which computes expected term as the average of the vesting term plus contract term. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve. The Company recognizes forfeitures as they occur.

 

 

Telomir Pharmaceuticals, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

(unaudited)

 

A summary of the Company’s stock option activity is as follows:

 

       Weighted Average     
           Remaining     
   Number of   Exercise   Contractual Life   Aggregate 
   Shares   Price   (years)   Intrinsic Value 
Outstanding as of December 31, 2025   4,187,670   $3.57    9   $— 
Options granted   —   $—    —    — 
Forfeited/Expired   (15,000)  $5.02    —    — 
Outstanding as of March 31, 2026   4,172,670   $3.57    8.79   $— 
Options granted   150,000   $1.34    —    — 
Forfeited/Expired   —   $—    —    — 
Outstanding as of June 30, 2026   4,322,670   $1.36    8.48   $— 
                     
Options vested and exercisable as of June 30, 2026   4,303,920   $1.36    8.48   $— 

 

On May 21, 2026, the Company’s board of directors approved a modification of certain outstanding stock options covering an aggregate of 4,035,170 shares of common stock by reducing the exercise price of the awards. The modified options were fully vested on the modification date and continued to be subject to their original contractual terms, including expiration dates, except for the revised exercise prices. The Company accounted for the modification in accordance with ASC 718, Compensation—Stock Compensation and recognized incremental stock-based compensation expense resulting from the increase in the fair value of the modified awards. As a result, the Company recorded approximately $588,000 of incremental stock-based compensation expense related to the modification during the three and six months ended June 30, 2026.

 

On May 16, 2026, the Company granted an aggregate of 150,000 stock options to its directors. The options vested on the date of grant. The options have a contractual term of ten years and were valued at approximately $172,000 on the grant date. The stock options granted on May 16, 2026 were valued using the Black-Scholes option-pricing model with the following assumptions: a stock price of $1.34, a risk-free interest rate of 3.91%, expected volatility of 125.79%, an expected dividend yield of 0%, and an expected term of 5.0 years.

 

The Company recognized $198,734 and $4,664,450 in stock-based compensation during the three months ended June 30, 2026 and 2025, respectively. The Company recognized $238,537 and $6,040,136 in stock-based compensation during the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, there is approximately $17,200 of unrecognized compensation cost related to unvested stock options granted under the 2023 Plan that is expected to be recognized over the remainder of fiscal year ending December 31, 2026.