NASDAQ: TELO

TELI Pharmaceuticals, Inc., a private related party company incorporated
under the laws of Delaware (“TELI”) and we entered into an Agreement and Plan of Merger and Reorganization, dated November
20, 2025, and as amended on February 4, 2026 (collectively, the “Merger Agreement”), pursuant to which a wholly owned subsidiary
of Telomir will merge with and into TELI, with TELI surviving as a wholly owned subsidiary of Telomir (the “Merger”), subject
to shareholder approval. At the effective time of the Merger (the “Effective Time”), each outstanding share of common stock
of TELI, $0.0001 par value per share (“TELI Common Stock”), will be converted into the right to receive such number of Telomir
Common Stock as is calculated based on the exchange ratio of the shares for the Merger (the “Exchange Ratio”). The Exchange
Ratio is calculated using the relative company valuations of each of TELO and TELI, as determined by Moore (as further described herein).
It is expected that shareholders of TELI will receive one share of Telomir Common Stock for each share of TELI Common Stock held (the
“Merger Share Consideration”). The Telomir Common Stock issued as the consideration will not be registered for trading under
the Securities Act. The Merger will result in an alignment of U.S. and non-U.S. rights to Telomir-1 within a single public company structure,
thereby simplifying global development and partnership efforts. As a result of the Merger, Telomir will own the entire worldwide intellectual
property portfolio and development programs related to Telomir-1

Scientific Rationale

Scientific research supports the role of reactive
metal accumulation and oxidative stress as contributors to progressive cellular dysfunction associated with aging and age-related diseases.
Iron and copper are essential for normal physiology; however, with aging and in certain disease states, regulation can weaken, contributing
to intracellular accumulation of reactive metal species.

Excess ferrous iron and reactive copper catalyze
the formation of reactive oxygen species, which can damage DNA, proteins, lipids, and mitochondria. Calcium dysregulation further contributes
to mitochondrial instability and activation of stress-related signaling pathways. Together, these processes contribute to genomic instability,
cellular senescence, and disease progression.

Our research premise is that restoring intracellular
balance across these pathways may support improved cellular function in preclinical systems relevant to aging and disease.

Telomir-1: Investigational Candidate and Mechanistic
Profile

Telomir-1 has been evaluated in preclinical model
systems for its potential effects on cellular homeostasis. In nonclinical studies conducted to date, Telomir-1 has demonstrated activity
consistent with modulation of oxidative stress pathways, redox balance under metal-induced stress conditions, mitochondrial structure
and function, intracellular calcium dynamics, and epigenetic regulatory processes. Observed findings also suggest potential interaction
with iron-dependent enzymatic pathways, including histone demethylases. These effects have been observed in controlled preclinical settings
and may reflect interconnected biological mechanisms; however, their relevance to human disease has not been established.

Epigenetic Regulation and DNA Methylation

Epigenetic regulation, including changes in DNA
methylation and histone methylation, plays a central role in gene expression, cellular identity, and disease biology. Abnormal epigenetic
patterns can contribute to inappropriate gene silencing, loss of genomic stability, and impaired stress responses. In disclosed preclinical
cancer and aging models, Telomir-1 has demonstrated the ability to influence DNA methylation patterns and inhibit iron-dependent histone
demethylases, including members of the KDM2, KDM5, and KDM6 families. These enzymes require ferrous iron as a cofactor and play key roles
in regulating chromatin structure and transcriptional programs.

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Telomere Integrity and Genomic Stability

Telomeres are protective DNA-protein structures
located at the ends of chromosomes that shorten with age and under conditions of oxidative stress and cellular damage. Accelerated telomere
shortening is associated with cellular senescence, impaired regenerative capacity, and age-related disease.

In disclosed preclinical experimental systems
evaluating genomic stability and cellular aging, Telomir-1 has been associated with preservation of telomere integrity and observed telomere
elongation in certain model systems, together with normalization of accelerated aging phenotypes. These observations were made in controlled
preclinical models and do not represent evidence of clinical benefit in humans.

Preclinical Aging and Healthspan Observations

Across multiple preclinical studies, Telomir-1
has demonstrated biological activity relevant to aging and age-related decline, including reduction of oxidative stress and reactive
oxygen species, preservation of mitochondrial function, protection against stress-induced cell death, normalization of functional decline
in aging and progeria models, and improvements in mobility, survival, and healthspan parameters in model organisms.

Oncology Research

Cancer cells frequently rely on dysregulated
metal metabolism, oxidative stress, and epigenetic silencing to support uncontrolled proliferation and treatment resistance. Telomir-1
has been evaluated in multiple preclinical oncology models, including prostate cancer, triple-negative breast cancer, pancreatic cancer,
and leukemia. In these models, Telomir-1 has been associated with reduced tumor growth, altered metabolic activity, reversal of abnormal
DNA methylation, and modulation of pathways related to cancer cell survival. Telomir-1 has demonstrated anti-tumor activity rather than
tumor promotion in preclinical systems evaluating telomere biology.

IND-Enabling GLP Safety and Toxicology

We disclosed favorable results from IND-enabling
Good Laboratory Practice toxicology and safety pharmacology studies for Telomir-1. These studies evaluated cardiovascular safety, respiratory
safety, phototoxicity, and repeat-dose toxicology in animal models. Telomir-1 was reported to be well tolerated across completed GLP
safety studies, without treatment-related adverse or dose-limiting toxicities observed. Cardiovascular assessments demonstrated no test-article-related
changes in blood pressure, heart rate, electrocardiogram parameters, or body temperature, and no concerning cardiac safety signals. Repeated-dose
studies in rats and dogs were reported to be well tolerated, with findings described as limited, reversible, and non-adverse. No clinically
meaningful respiratory effects or phototoxicity were reported. Across oral administration studies, Telomir-1 demonstrated consistent
systemic exposure.

Development Strategy and Outlook

Telomir-1 remains in preclinical development.
We continue to advance regulatory preparation and development activities in support of a potential Investigational New Drug (“IND”)
application. We are targeting IND submission in 2026 and, subject to regulatory review, completion of required preclinical and manufacturing
activities, and availability of resources, plans to initiate a Phase 1/2 clinical trial thereafter. The timing of these activities is
subject to change and may be delayed due to regulatory, technical, operational, or financial factors. There can be no assurance that
preclinical findings will translate into safety, efficacy, disease modification, or therapeutic benefit in humans.

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To date, we have completed multiple preclinical
studies on Telomir-1, including those demonstrating that Telomir-1 is non-mutagenic and possesses strong biological and metal-binding
properties (Graphic 1). Using advanced “in silico modeling,” driven by artificial intelligence to predict a compound’s
therapeutic potential, chemical and biological activity, and toxicity, we continue to uncover evidence supporting Telomir-1’s potential
to address metal-overload conditions. Additionally, recent independent in vitro studies have confirmed that Telomir-1 exhibits strong
binding affinities for copper and iron, with reduced binding affinity for zinc.

Graphic 1: Telomir-1 is capable of binding
to several metal ions

We collaborate with third-party organizations
to conduct research and advance development efforts. One such partner, InSilico Trials, utilizes in silico digital simulations to support
drug development through computational modeling. These techniques allow us to efficiently predict the safety and efficacy of potential
compounds, reducing the need for extensive clinical trials. Additionally, we work with Recipharm and Smart Assays to assess Telomir-1’s
binding properties and investigate ion competition and exchange under varying conditions, further refining its therapeutic potential.

An example of these findings is illustrated in
the Graphic 2 below, created in collaboration with Smart Assays Biotechnologies Ltd. The figure depicts the concentration of free iron
(Fe²⁺) in the presence of Telomir-1 (T1) and various ions. When Telomir-1 is introduced, the concentration of free iron decreases
(indicated by the shift from the blue point to the orange point). This is direct evidence for the binding of iron to T1, reducing its
free ion concertation in the solution. However, the addition of copper (Cu²⁺) at varying concentrations leads to an exchange
between bound iron and copper, resulting in the release of previously bound iron and restoration of free iron levels in solution. This
is evidenced by an increase in free iron concentration, corresponding to the amount of copper added. In contrast, zinc does not induce
an exchange effect on the binding of iron to Telomir-1, indicating a lower affinity of Zinc to Telomir-1.

Graphic 2: Ionic exchange between iron and
copper or zinc

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Wilson’s disease

Wilson’s disease is a rare genetic disorder
affecting approximately 1 in 30,000 individuals worldwide. It is caused by mutations in the ATP7B gene, which disrupt the body’s
ability to regulate copper metabolism. This results in toxic copper accumulation, particularly in the liver and brain, leading to severe
complications such as liver failure, neurological damage, and psychiatric disorders. Without treatment, Wilson’s disease is fatal.

Current treatments, including chelating agents
(e.g., penicillamine and trientine) and zinc therapy, focus on reducing copper levels but have notable limitations:

●
Chelating
agents can cause significant side effects, such as kidney damage, bone marrow suppression, and gastrointestinal issues, and require
lifelong adherence, which can be burdensome for patients.

●
Zinc
therapy reduces copper absorption in the gut but may lead to side effects such as anemia, gastrointestinal discomfort, and diminished
effectiveness over time.

These challenges highlight the urgent need for
novel therapies that address the root cause of Wilson’s disease while minimizing adverse effects. Telomir-1, with its targeted
copper-binding properties, has the potential to provide a safer, more effective treatment by directly addressing the underlying mechanisms
of the disease. Furthermore, Wilson’s disease qualifies as a candidate for orphan drug designation due to its rarity and life-threatening
nature, offering opportunities for accelerated development and additional regulatory and financial incentives.

We are actively investigating Telomir-1’s
potential in treating Wilson’s disease by studying its effects on copper toxicity through in vitro experiments and a mouse model
of the disease. These studies are currently ongoing.

Type 2 Diabetic (NIDDM)

In collaboration with the India-based research
organization Pentagrit, in 2024 Telomir conducted preclinical studies evaluating two forms of Telomir-1, administered orally at three
different doses, in zebrafish models of Type 2 diabetes mellitus induced by a high-calorie diet. The study assessed key metabolic indicators,
including fasting glucose levels, Oral Glucose Tolerance Test (OGTT) results, insulin concentrations, and HOMA-IR. The findings revealed:

●Reversal
of Hyperglycemia and Insulin Resistance: Telomir-1 demonstrated dose-dependent efficacy in normalizing blood glucose and reducing
insulin levels, restoring glucose homeostasis.

●
Significantly
Reduced HOMA-IR Values: Telomir-1 showed a substantial improvement in insulin sensitivity to near pre-diabetes values, underscoring
its potential to mitigate insulin resistance.

●
Enhanced
Glucose Clearance: Significant improvements in OGTT results highlighted Telomir-1’s impact on glucose metabolism.

●
Increased
Survival Rates: Treated models exhibited improved survival compared to controls, showcasing Telomir-1’s comprehensive therapeutic
potential.

A Novel Mechanism of Action

Telomir-1 introduces a novel mechanism of action
by addressing the cellular role of iron metabolism in chronic diseases such as Type 2 diabetes. Excess iron contributes to oxidative
stress, beta-cell damage, and insulin resistance. Telomir-1 is designed to normalize iron homeostasis, reducing oxidative stress and
enhancing insulin sensitivity. This differentiates it from current diabetes drugs that primarily treat symptoms without targeting the
underlying causes.

The study demonstrated significant reductions
in fasting plasma glucose to basal levels, improvements in glucose tolerance, and a reversal of insulin resistance to near pre-diabetic
levels. These results were accompanied by improved HOMA-IR values, a standard measure of insulin sensitivity and resistance, and increased
survival rates in treated models.

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Global Impact of Type 2 Diabetes

According to the International Diabetes Federation,
over 800 million adults worldwide are affected by Type 2 diabetes (both diagnosed and undiagnosed), with annual healthcare costs exceeding
$966 billion as of 2021. Existing treatments primarily manage blood glucose and symptoms but fail to address the root causes of the disease.
These therapies are often associated with significant limitations, including minimal impact on insulin resistance, gastrointestinal issues,
risk of hypoglycemia, cardiovascular risks, and weight gain.

The findings from this zebrafish diabetes model
suggest that Telomir-1 could offer a transformative approach to managing Type 2 diabetes. By targeting the underlying mechanisms of insulin
resistance and oxidative stress through iron metabolism normalization, Telomir-1 represents a potential breakthrough in diabetes treatment.
A key indicator of its success was the significant reduction in HOMA-IR values, highlighting its ability to improve insulin sensitivity
and glucose regulation. The reversal of insulin resistance to near pre-diabetic levels underscores Telomir-1’s potential as a groundbreaking
therapy (Graphic).

Graphic 3: Effects of two forms of Telomir-1
on HOMA-IR, a measure of insulin resistance in Zebrafish

We are currently evaluating the potential in
NIDDM by studying the effect of Telomir-1 on several metabolic parameters in a rat model of NIDDM. These studies are ongoing.

Age reversal

We have carried out a preclinical study, conducted
in collaboration with Nagi Bioscience SA, utilized a sophisticated in vivo microfluidic-based assay to assess the effects of Telomir-1
on the nematode Caenorhabditis elegans, a well-established model for aging studies. The microfluidic platform allowed precise, automated
tracking of lifespan, health span, and age-related mobility decline in real-time, enabling the research team to accurately measure the
effects of Telomir-1 on these critical metrics.

Two forms of Telomir-1 were administered in two
concentrations, allowing the study to examine dose-dependent responses in treated subjects. The study found that Telomir-1 significantly
enhanced lifespan and health span parameters in aged microorganism populations. Key findings included:

●
Enhanced
Mobility in Older Organisms: Subjects treated with Telomir-1 showed improved motility, particularly in later stages of life,
compared to untreated controls. This enhanced movement in advanced age suggests a slowing of the aging process, as mobility is a
key indicator of biological health.

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●
Reduced
Biological Aging: The study demonstrated a measurable reversal of biological age markers in subjects treated with Telomir-1.
This significant finding points to Telomir-1’s potential to slow down, and in certain aspects, reverse biological aging, making
it a promising candidate for longevity treatments.

●
Increased
Lifespan: Telomir-1 was associated with a statistically significant increase in lifespan among treated populations. This further
supports Telomir-1’s role in promoting longevity

Graphic 4: Effect of Telomir-1 on c.elegans
life span

Graphic 5: Effect of two forms of Telomir-1
on several motility parameters

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Progeria Study: Telomir-1 Shows Promising
Age-Reversal Effects

We recently completed a study evaluating the
effects of Telomir-1 in a nematode model of Progeria (Caenorhabditis elegans). The study focused on nematodes with a mutation in the
wrn-1 gene, the equivalent of the human WRN gene, which is implicated in Werner Syndrome, a form of Progeria. In C. elegans, wrn-1 depletion
is associated with a significantly reduced mean and median lifespan compared to normal (wild-type) organisms.

The study demonstrated significant age-reversal
effects in wrn-1-mutated nematodes treated with Telomir-1. Treatment effectively restored longevity levels to those comparable
to wild-type organisms. Additional benefits included an extended healthy lifespan and normalization of physiological parameters such
as movement velocity and tail amplitude.

Further studies in a Progeria human cell line
are planned in collaboration with Smart Assays to build on these promising findings.

Oxidative Stress Study: Telomir-1 Shows potential to Reverse Oxidative
Stress and Provide Robust Cellular Protection

Oxidative stress is a key driver of aging and
disease progression, contributing to conditions such as Alzheimer’s, Age-related Macular Degeneration (AMD), cardiovascular diseases,
cancer, and diabetes. It also plays a critical role in the severity of viral infections, including avian influenza (bird flu), by increasing
inflammation, cellular damage, and impairing immune responses. Addressing oxidative stress is essential for mitigating these effects
and improving patient outcomes.

Telomir Pharmaceuticals recently conducted preclinical
studies in collaboration with Smart Assays Biotechnologies Ltd. to evaluate Telomir-1’s ability to combat copper-induced oxidative
stress. The study, performed in human cell lines, demonstrated:

●
Reversal
of Oxidative Stress – Telomir-1 fully normalized Reactive Oxygen Species (ROS) levels, effectively reversing oxidative
damage.

●
Cellular Protection – Telomir-1
provided strong protection against copper-induced toxicity while maintaining cellular integrity.

●
Regulatory Mechanism – Telomir-1
demonstrated effects at doses significantly lower than copper levels, indicating a unique regulatory mechanism beyond copper ion
chelation.

These findings suggest Telomir-1’s potential
to preserve cellular integrity, combat oxidative damage, and regulate metal ion balance—critical factors in aging-related diseases
and viral infections. This breakthrough supports further clinical development to assess its full potential in disease intervention.

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Graphic 6: Effect of Telomir-1 on Oxidative
Stress

Graphic 7: Effect of Telomir-1 on Copper Toxicity

Expanding Telomir-1’s Therapeutic Potential

Building on these findings, the Company continues to evaluate the
broader therapeutic potential of Telomir-1 across multiple disease areas characterized by metal dysregulation and oxidative stress. These
areas of scientific interest include Wilson’s disease, Type 2 diabetes, age-related macular degeneration, oncology, and epigenetic
regulation.

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Recent studies have shown that Telomir-1 has potent anti-cancer effects.
In vivo evaluation using zebrafish tumor xenografts revealed heterogeneous antitumor responses. Telomir-Zn significantly reduced primary
tumor size in BT-549 and HCC1806 xenografts and decreased metastatic dissemination in HCC1806. Combination treatment with paclitaxel
produced greater tumor suppression compared with either monotherapy (Graphic 8-9).

Graphic 8. Antitumor efficacy of paclitaxel (PTX) and Telomir-1
in BT-549 zebrafish xenografts. (A)Primary tumor size and metastatic dissemination were evaluated in BT-549 xenografts after 3 days
of treatment. (B) Representative microscopy images of primary tumors treated with vehicle or Telomir-Zn 1-10 µM throughout the
evaluation time Data are normalized relative to the negative control group and presented as mean ± SEM. Statistical

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Graphic 9. Antitumor efficacy of paclitaxel (PTX) and Telomir-Zn
in HCC1806 zebrafish xenografts.(A) Primary tumor size and metastatic dissemination were evaluated in HCC1806 xenografts after 3
days of treatment. (B) Representative microscopy images of disseminated tumor cells after 3 days of treatment with vehicle or Telomir-Zn
3 µM.

Data are normalized relative to the negative control group and presented
as mean ± SEM.

For metastasis data, statistical analysis was performed using one-way
ANOVA (p = 0.0617), followed by a two-tailed Student’s t-test. p < 0.05 indicates significance compared with the
vehicle group.

The Company is in the process of finalizing the initial clinical development
program for Telomir-1 and expects to provide additional details regarding the planned clinical indication in connection with the anticipated
submission of its Investigational New Drug (IND) application. Future development efforts may also explore additional indications based
on regulatory guidance, emerging scientific data, capital availability, and strategic considerations. There can be no assurance that
the Company will pursue development in any or all of these areas.

●
Wilson’s Disease Study:
Investigating Telomir-1’s effects on copper regulation in preclinical models.

●
Type 2 Diabetes Studies: Following success in
zebrafish studies, ongoing research in rat models aims to confirm Telomir-1’s efficacy in reversing key metabolic abnormalities.

●
Age-related Macular Degeneration: Assessing
Telomir-1’s impact on retinal degeneration and Drusen formation caused by metal accumulation.

●
Progeria: Examining Telomir-1’s impact
on accelerated aging and telomere function.

●
Cancer Research: Exploring anti-cancer applications
using xenograft studies.

●
Metal Toxicity: Examining Telomir-1’s
capacity to reduce harmful metal accumulation and associated cellular damage.

●
DNA Methylation Analysis: Studying Telomir-1’s
role in modulating DNA methylation to restore healthy gene expression patterns linked to aging and disease

Future Plans and Milestones

Telomir-1 has demonstrated significant potential
in reversing age-related and metabolic conditions while targeting underlying disease mechanisms. As the company continues to refine the
molecular understanding of Telomir-1, efforts are underway to identify the most impactful indication for its initial IND application.

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We are optimizing manufacturing processes to
produce GMP-grade Telomir-1 for IND-enabling activities and potential future clinical trials. We have completed the preclinical safety
studies it currently believes are required to support an IND submission. We are targeting IND submission in 2026 and, if the IND becomes
effective and subject to completion of remaining regulatory, manufacturing, and operational activities, plans to initiate a Phase 1/2
clinical trial thereafter. The FDA may require additional studies or information prior to or following IND submission. The timing of
these activities is subject to change and may be delayed due to regulatory, technical, operational, financial, or other factors.

Through these initiatives, we are committed to
revolutionizing treatments for age-related and chronic diseases by addressing their root causes and paving the way for transformative
healthcare solutions.

Market Potential

The
market potential for Telomir-1 is substantial, given its focus on addressing the root causes of age-related diseases and promoting longevity.
Chronic diseases such as diabetes, cancer, Alzheimer’s, and cardiovascular disorders, which are closely tied to aging, account
for over 75% of healthcare spending in the United States, exceeding $4 trillion annually, according to the CDC. As the global population
ages, the demand for innovative therapies targeting the underlying mechanisms of these conditions is expected to grow significantly.
Furthermore, Verified Market Research reports that the anti-aging drug market was valued at approximately $91.05 billion in 2024 and
is projected to reach $160.24 billion by 2031, growing at a compound annual growth rate (CAGR) of 7.32%. With its novel mechanism of
action that regulates cellular metal imbalances and reduces oxidative stress, Telomir-1 is uniquely positioned to capitalize on these
expanding markets, offering transformative potential to enhance health span, slow disease progression, and redefine longevity treatments.

Pre-Clinical IND-Enabling Studies

We have successfully completed several IND-enabling
studies for Telomir-1, aiming to demonstrate its non-toxic profile. In collaboration with Frontage Laboratories, our research is aimed
at establishing the metabolism and maximum tolerated dose (MTD) of Telomir-1, providing critical data to support its development. Our
preclinical studies were conducted in collaboration with third-party organizations, including Frontage Laboratories, InSilico Trials,
Pharmaseed Ltd, Smart Assay Biotechnologies Ltd., Recipharm, Naji Biosciences, and Pantagrit. These partners played a key role in supporting
the execution and analysis of the research.

Our Clinical Development Plan

Upon completion of required preclinical studies
and supporting activities, we intend to submit an Investigational New Drug (“IND”) application to the U.S. Food and Drug
Administration (“FDA”) for Telomir-1. We have not yet selected a specific initial clinical indication and expects that the
development strategy may evolve based on regulatory guidance and ongoing scientific evaluation. We are targeting IND submission in 2026.
If the IND becomes effective and subject to regulatory feedback and operational readiness, we plan to initiate first-in-human clinical
development thereafter. The scope, design, and timing of any clinical trial will be determined in consultation with regulatory authorities
and may be modified based on FDA input. There can be no assurance that the FDA will permit us to proceed to clinical trials on the anticipated
timeline or at all.

Market Opportunity

Telomir-1 is under
investigation for its therapeutic potential across multiple areas, including Progeria, Type 2 Diabetes, Wilson’s disease, Age-related
Macular Degeneration (AMD), cancer, and other age-related conditions. Additionally, Telomir-1 is being explored for its potential in
mitigating the severity of viral infections such as avian influenza (bird flu) by addressing oxidative stress and immune dysfunction.
These indications are being carefully evaluated to identify the most impactful opportunities for clinical development and market entry.

Certain
of the therapeutic areas under evaluation represent established pharmaceutical markets in North America. According to Fortune Business
Insights, the U.S. Type 2 Diabetes market was valued at approximately $30.47 billion in 2022. Allied Market Research has projected that
the global age-related macular degeneration (AMD) market could reach approximately $18 billion by 2030, reflecting anticipated growth
over the forecast period. These estimates are based on third-party reports and are subject to assumptions and uncertainty. There can
be no assurance that Telomir-1, if approved, would address any of these markets or achieve commercial adoption.

The U.S oncology market, covering a broad range
of cancers, was valued at $74.1 billion in 2023, and is projected to reach $180.12 billion by 2033, growing at a CAGR of 9.2% from 2024
to 2033, as per Precedence Research. Meanwhile, the anti-aging and age-reversal market was valued at $91.05 billion in 2024 globally
and is projected to grow to $160.24 billion globally by 2031, with a CAGR of 7.32%, according to Verified Market Research.

Rare diseases such as Progeria and Wilson’s
disease, despite having smaller patient populations, represent highly lucrative opportunities due to significant unmet medical needs
and strong pricing potential. For instance, the annual treatment cost for Progeria exceeds $1 million, based on the price of Zokinvy
(lonafarnib), the FDA-approved drug for the condition. Similarly, treatments for Wilson’s disease, like Syprine (trientine hydrochloride),
can cost approximately $300,000 per year.

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The global antiviral drugs market is experiencing
significant growth, driven by the increasing prevalence of viral infections and advancements in treatment options. In 2022, the market
was valued at approximately $49.8 billion and is projected to reach around $71.1 billion by 2032, reflecting a compound annual growth
rate (CAGR) of 3.73% during this period.

Specifically focusing on avian influenza (bird
flu), the treatment market was estimated at $22.06 billion in 2023 and is expected to grow at a CAGR of 8.18%, reaching approximately
$38.27 billion by 2030.

These figures highlight the substantial market
opportunity for innovative treatments addressing chronic, age-related, and viral diseases. With increasing demand for therapies targeting
oxidative stress, cellular degeneration, and immune resilience, Telomir-1 is well-positioned to address these critical unmet medical
needs. Its broad therapeutic potential, spanning rare diseases, metabolic disorders, neurodegeneration, and viral infections, represents
a significant market opportunity across North America and beyond, reinforcing its potential as a transformative solution in modern medicine.

Intellectual Property

We license the U.S. patent rights for the use
of Telomir-1 in human applications from MIRALOGX, LLC (“MIRALOGX”), a related party intellectual property development and
holding company. MIRALOGX has filed a Patent Cooperation Treaty (PCT) application, PCT/US2023/073106 on August 29, 2023. The application
designated the U.S. and will enter U.S. national phase. The application, if granted and subject to payment of patent maintenance fees,
would offer protection extending through at least August 29, 2043 in the U.S. The patent rights for Telomir-1 outside of the United States
are not included in our current patent rights.

Our license from MIRALOGX is set forth in an
Amended and Restated Exclusive License Agreement, dated August 11, 2023, between us and MIRALOGX, pursuant to which we obtained the exclusive
perpetual right and license under the above-described patent rights to make, have made, use, and sell “Licensed Products”
in the U.S. for human uses and pre-clinical studies and activities of any kind conducted in furtherance of obtaining regulatory approval
or commercialization for human uses (the “Initial MIRALOGX License Agreement”). On November 10, 2023, we and MIRALOGX entered
into the Amendment No. 1 to the Amended and Restated License Agreement, pursuant to which the field of use relating to the license was
amended to include therapeutic treatments and other medical or health uses in animals, in addition to humans, and related preclinical
studies and activities conducted in furtherance of obtaining regulatory approval for and commercialization of veterinary, in addition
to human, therapeutic treatments and uses (together with the “Initial MIRALOGX License Agreement, the “MIRALOGX License Agreement”).
“Licensed Product” is defined in the agreement as a drug product containing as an active agent 2,4,6-tris(3,4-dihydro-2H-pyrrol-2-yl)
pyridine or a pharmaceutically acceptable salt, ester, or solvate thereof. We also have the right to grant corresponding sublicenses
under the licensed patent rights. The MIRALOGX License Agreement provides for the payment to MIRALOGX of an 8% royalty (payable quarterly)
on our net sales of Licensed Products by us or our sublicensees and on non-royalty bearing milestone revenue. There are no up-front,
execution, or milestone payments in the license agreement. Further, no payments have been made to date under the agreement.

Government Regulation

The FDA and comparable regulatory authorities
in state and local jurisdictions impose substantial and burdensome requirements upon companies involved in the clinical development,
manufacture, marketing, and distribution of drugs. These agencies and other federal, state, and local entities regulate, among other
things, the research and development, testing, manufacture, quality control, safety, effectiveness, labeling, storage, record keeping,
approval, advertising and promotion, distribution, post-approval monitoring and reporting, sampling and export and import of our drug
candidates.

In the United States, the FDA regulates drugs
under the Federal Food, Drug, and Cosmetic Act, or FDCA, and its implementing regulations. The process of obtaining regulatory approvals
and the subsequent compliance with appropriate federal, state, local and foreign statutes and regulations requires the expenditure of
substantial time and financial resources. Failure to comply with the applicable U.S. requirements at any time during the product development
process, approval process or after approval, may subject an applicant to a variety of administrative or judicial sanctions, such as the
FDA’s refusal to approve pending New Drug Applications (NDAs), withdrawal of an approval, imposition of a clinical hold, issuance
of warning letters, product recalls, product seizures, total or partial suspension of production or distribution, injunctions, fines,
refusals of government contracts, restitution, disgorgement or civil or criminal penalties. The process required by the FDA before a
drug may be marketed in the United States generally involves the following:

●
completion
of pre-clinical laboratory tests, animal studies and formulation studies in compliance with the FDA’s good laboratory practice
(“GLP”) regulations;

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●
submission
to the FDA of an IND application, which must become effective before human clinical trials may begin;

●
approval
by an independent Institutional Review Board (“IRB”), at each clinical site before each trial may be initiated;

●
performance
of adequate and well-controlled human clinical trials in accordance with good clinical practices (“GCP”) requirements
to establish the safety and efficacy of the proposed drug product for each indication;

●
demonstration
that the API and finished product are manufactured under cGMP conditions and meet all applicable standards of identity, strength,
quality, and purity;

●
submission
to the FDA of an NDA;

●
satisfactory
completion of an FDA advisory committee review, if applicable;

●
satisfactory
completion of an FDA inspection of the manufacturing facility or facilities at which the product is produced to assess compliance
with cGMP requirements and to assure that the facilities, methods, and controls are adequate to preserve the drug’s identity,
strength, quality, and purity;

●
FDA
review and approval of the NDA, including consideration of the views of any FDA advisory committee, prior to commercial marketing
or sale of the drug in the United States; and

●
compliance
with any post-approval requirements, including the potential requirement to implement a Risk Evaluation and Mitigation Strategy (“REMS”)
or to conduct a post-approval study.

Pre-clinical studies

Before testing any drug or biological product
candidate in humans, the product candidate must undergo rigorous pre-clinical testing. The pre-clinical developmental stage generally
involves laboratory evaluations of drug chemistry, formulation, and stability, as well as studies to evaluate toxicity in animals, to
assess the potential for adverse events (“AEs”) and, in some cases, to establish a rationale for therapeutic use. The conduct
of pre-clinical studies is subject to federal regulations and requirements, including GLP regulations for safety/toxicology studies.
An IND sponsor must submit the results of the pre-clinical studies, together with manufacturing information, analytical data, any available
clinical data or literature and a proposed clinical protocol, to the FDA as part of the IND.

An IND is a request for authorization from the
FDA to ship an investigation product and then administer it to humans and must be allowed to proceed by the FDA before human clinical
trials may begin. Some long-term pre-clinical testing, such as animal tests of reproductive AEs and carcinogenicity, may continue after
the IND is submitted. An IND automatically becomes effective 30 days after receipt by the FDA, unless the FDA raises concerns or questions
before that time related to one or more proposed clinical trials and places the trial on clinical hold. In such a case, the IND sponsor
and the FDA must resolve any outstanding concerns before the clinical trial can begin. As a result, submission of an IND may not result
in the FDA allowing clinical trials to commence.

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Clinical trials

The clinical stage of development involves the
administration of the investigational product to healthy volunteers or patients under the supervision of qualified investigators, generally
physicians not employed by, or under control of, the trial sponsor, in accordance with GCPs, which include the requirement that all research
patients provide their informed consent for their participation in any clinical trial. Clinical trials are conducted under protocols
detailing, among other things, the objectives of the clinical trial, dosing procedures, subject selection and exclusion criteria and
the parameters to be used to monitor subject safety and assess efficacy. Each protocol, and any subsequent amendments to the protocol,
must be submitted to the FDA as part of the IND. Furthermore, each clinical trial must be reviewed and approved by an IRB for each institution
at which the clinical trial will be conducted to ensure that the risks to individuals participating in the clinical trials are minimized
and are reasonable in relation to anticipated benefits. The IRB also approves the informed consent form that must be provided to each
clinical trial subject or his or her legal representative and must monitor the clinical trial until completed. There also are requirements
governing the reporting of ongoing clinical trials and completed clinical trial results to public registries. Information about most
clinical trials must be submitted within specific timeframes for publication on the www.clinicaltrials.gov website. Information related
to the product, patient population, phase of investigation, study sites and investigators and other aspects of the clinical trial is
made public as part of the registration of the clinical trial. Sponsors are also obligated to disclose the results of their clinical
trials after completion. Disclosure of the results of these trials can be delayed in some cases for up to two years after the date of
completion of the trial. Competitors may use this publicly available information to gain knowledge regarding the progress of development
programs. Human clinical trials are typically conducted in three sequential phases, which may overlap or be combined.

●
Phase
I clinical trials generally involve a small number of healthy volunteers or disease-affected patients who are initially exposed to
a single dose and then multiple doses of the product candidate. The primary purpose of these clinical trials is to assess the metabolism,
pharmacologic action, side effect tolerability and safety of the drug.

●
Phase
II clinical trials involve studies in disease-affected patients to determine the dose required to produce the desired benefits. At
the same time, safety and further pharmacokinetic and pharmacodynamic information is collected, possible adverse effects and safety
risks are identified, and a preliminary evaluation of efficacy is conducted.

●
Phase III clinical trials
generally involve a larger number of patients at multiple sites and are designed to provide the data necessary to demonstrate the
effectiveness of the product for its intended use, its safety in use and to establish the overall benefit/risk relationship of the
product and provide an adequate basis for product approval. These trials may include comparisons with placebo and/or other comparator
treatments. The duration of treatment is often extended to mimic the actual use of a product during marketing.

Post-approval trials, sometimes referred to as
Phase IV clinical trials, may be conducted after initial marketing approval. These trials are used to gain additional experience from
the treatment of patients in the intended therapeutic indication, particularly for long-term safety follow up. In certain instances,
the FDA may mandate the performance of Phase IV clinical trials as a condition of approval of an NDA or a Biologics License Application
(“BLA”).

Progress reports detailing the results of the
clinical trials must be submitted at least annually to the FDA and more frequently if significant adverse events (“SAEs”)
occur. The FDA or the sponsor may suspend or terminate a clinical trial at any time, or the FDA may impose other sanctions on various
grounds, including a finding that the research patients are being exposed to an unacceptable health risk. Similarly, an IRB can refuse,
suspend, or terminate approval of a clinical trial at its institution if the clinical trial is not being conducted in accordance with
the IRB’s requirements or if the drug has been associated with unexpected serious harm to patients.

Concurrently with clinical trials, companies
usually complete additional pre-clinical studies and must also develop additional information about the physical characteristics of the
drug or biological product as well as finalize a process for manufacturing the product in commercial quantities in accordance with cGMP
requirements. The manufacturing process must be capable of consistently producing quality batches of the product candidate and, among
other things, the sponsor must develop methods for testing the identity, strength, quality, potency, and purity of the final biological
product. Additionally, appropriate packaging must be selected and tested, and stability studies must be conducted to demonstrate that
the biological product candidate does not undergo unacceptable deterioration over its shelf life.

Marketing Approval

Assuming successful completion of the required
clinical testing, the results of the pre-clinical studies and clinical trials, together with detailed information relating to the product’s
chemistry, manufacture, controls, and proposed labeling, are submitted to the FDA as part of an NDA requesting approval to market the
product for one or more indications. In most cases, the submission of an NDA is subject to a substantial application user fee.

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The review process typically takes twelve months
from the date the NDA is submitted to the FDA. The FDA conducts a preliminary review of all NDAs within the first 60 days after submission
to determine whether they are sufficiently complete to permit substantive review before accepting them for “filing.” The
FDA may request additional information rather than accept an NDA for filing. In this event, the application must be resubmitted with
the additional information and may be subject to an additional application user fee. The resubmitted application is also subject to review
before the FDA accepts it for filing. Once the submission is accepted for filing, the FDA begins an in-depth substantive review. The
FDA reviews an NDA to determine, among other things, whether the drug is safe and effective and whether the facility in which it is manufactured,
processed, packaged, or held meets standards designed to assure the product’s continued safety, quality and purity. Under the current
guidelines in effect in the Prescription Drug User Fee Act (PDUFA), the FDA has a goal to review and act on the submission within ten
months from the completion of the preliminary review of a standard NDA for a new molecular entity.

The FDA also may require submission of a Risk
Evaluation and Mitigation Strategy (REMS) plan to ensure that the benefits of the drug outweigh its risks. The REMS plan could include
medication guides, physician communication plans, assessment plans, and/or elements to assure safe use, such as restricted distribution
methods, patient registries, or other risk minimization tools.

The FDA may refer to an application for a novel
drug to an advisory committee. An advisory committee is a panel of independent experts, including clinicians and other scientific experts,
that reviews, evaluates and provides a recommendation as to whether the application should be approved and under what conditions. The
FDA is not bound by the recommendations of an advisory committee, but it considers such recommendations carefully when making decisions.

Before approving an NDA, the FDA typically will
inspect the facility or facilities where the product is manufactured. The FDA will not approve an application unless it determines that
the manufacturing processes and facilities are in compliance with cGMP requirements and adequate to ensure the consistent production
of the product within required specifications. Additionally, before approving an NDA, the FDA may inspect one or more clinical trial
sites to assure compliance with GCP requirements.

After evaluating the NDA and all related information,
including the advisory committee recommendation, if any, and inspection reports regarding the manufacturing facilities and clinical trial
sites, the FDA may issue an approval letter, or, in some cases, a complete response letter. A complete response letter generally contains
a statement of specific conditions that must be met in order to secure final approval of the NDA and may require additional clinical
trials or pre-clinical studies in order for FDA to reconsider the application. Even with submission of this additional information, the
FDA ultimately may decide that the application does not satisfy the regulatory criteria for approval. If and when those conditions have
been met to the FDA’s satisfaction, the FDA will typically issue an approval letter. An approval letter authorizes commercial marketing
of the drug with specific prescribing information for specific indications.

Post-approval requirements

Drugs manufactured or distributed pursuant to
FDA approvals are subject to pervasive and continuing regulation by the FDA, including, among other things, requirements relating to
recordkeeping, periodic reporting, product sampling and distribution, advertising and promotion and reporting of adverse experiences
with the product. After approval, most changes to the approved product, such as adding new indications or other labeling claims are subject
to prior FDA review and approval. There also are continuing annual user fee requirements for any marketed products and the establishments
at which such products are manufactured, as well as new application fees for supplemental applications with clinical data.

Employees and Human Capital Resources

As of March 6, 2026, we have two part-time employees—the
CEO and CFO. At no time have our employees been represented by a labor union or covered by a collective bargaining agreement. We primarily
utilize contractors and outside consultants to support our operational and development activities include three full-time contractors
who support our executives and manage the day to day operations. We expect to continue to rely on a combination of internal personnel
and external service providers to support our development programs.

Competition

The biotechnology and pharmaceutical industries are highly competitive
and characterized by rapid technological advancements, evolving regulatory requirements, and significant investment in research and development.
The Company faces competition from a variety of sources, including large pharmaceutical companies, biotechnology companies, specialty
pharmaceutical firms, academic institutions, and government-sponsored research organizations.

Many of these organizations have substantially greater financial resources,
technical expertise, manufacturing capabilities, and commercialization infrastructure than the Company. In addition, many competitors
have significantly more experience in clinical development, regulatory approvals, and the commercialization of pharmaceutical products.

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The Company’s investigational candidate, Telomir-1, is being
developed for conditions that may also be targeted by therapies currently approved or in development by other companies. These competing
approaches may include small molecules, biologics, gene therapies, and other therapeutic modalities designed to address similar disease
pathways.

The Company believes that its approach targeting intracellular metal
homeostasis and related cellular pathways represents a differentiated scientific strategy; however, there can be no assurance that Telomir-1
will demonstrate clinical efficacy or safety or that it will be successfully developed or commercialized.

Legal Proceedings

There are no material proceedings to which any
director or officer, or any associate of any such director or officer, is a party that is adverse to us or any of our subsidiaries or
has a material interest adverse to us or any of our subsidiaries. No director or executive officer has been a director or executive officer
of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it during the past ten years. No current
director or executive officer has been convicted of a criminal offense or is the subject of a pending criminal proceeding during the
past ten years. No current director or executive officer has been the subject of any order, judgment or decree of any court permanently
or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities
during the past ten years. No current director or officer has been found by a court to have violated a federal or state securities or
commodities law during the past ten years. From time to time, we may be named in claims arising in the ordinary course of business.

We anticipate that we will expend significant
financial and managerial resources in the defense of our intellectual property rights in the future if we believe that our rights have
been violated. We also anticipate that we will expend significant financial and managerial resources to defend against claims that our
products and services infringe upon the intellectual property rights of third parties.

Corporation Information

We were organized as a Florida corporation in
August 2021 for the purpose of pursuing the development and commercialization of Telomir-1 in the United States in human applications.
We were originally incorporated under the name “Metallo Therapies Inc.” and changed our name to “Telomir Pharmaceuticals,
Inc.” in October 2022.

Our corporate headquarters is a virtual office
and our mailing address is 100 SE 2nd St., Suite 2000 #1009 Miami, Florida 33131. Our telephone number is (786) 396-6723.

Our website address is www.telomirpharma.com.
The information contained on, or that can be accessed through, our website is deemed not to be incorporated in this Annual Report or
to be part of this Annual Report. You should not consider the information contained on our website to be part of this Annual Report

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