Telomir Pharmaceuticals Inc 2025年度报告

Form 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________to_________ Commission file number 001-41952 Telomir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Florida85-3354547(State or other jurisdiction of(I.R.S. Employerincorporation or organization)Identification No.) 100 SE 2nd St, Suite 200 #1009, Miami, Florida33131(Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code: 786-396-6723 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2025, was $18.1 millionbased on the closing sale price of the company’s common stock on such date of $1.25 per share, as reported by the NASDAQ Capital Market. As of March 12, 2026, there were 34,380,971 shares of common stock issued and outstanding. Telomir Pharmaceuticals, Inc. Annual Report on Form 10-K For the fiscal year ended December 31, 2025 TABLE OF CONTENTSPageCautionary Note on Forward-Looking Statements3PART I6Item 1.Description of Business6Item 1A.Risk Factors22Item 1B.Unresolved Staff Comments49Item 1C.Cybersecurity49Item 2.Description of Property49Item 3.Legal Proceedings49Item 4.Mine Safety Disclosure49PART II50Item 5.Market for Common Equity and Related Stockholder Matters50Item 6.[Reserved]50Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations51Item 7A.Quantitative and Qualitative Disclosures About Market Risk57Item 8.Financial Statements57Item 9.Changes In and Disagreements with Accountants on Accounting and Financial Disclosure57Item 9A.Controls and Procedures57Item 9B.Other Information58Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections58PART III59Item 10.Directors, Executive Officers and Corporate Governance59Item 11.Executive Compensation59Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters59Item 13.Certain Relationships and Related Transactions, and Director Independence59Item 14.Principal Accountant Fees an