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Stockholders’ equity (deficit)
 6 Months Ended
Jun. 30, 2025
Equity [Abstract]  
Stockholders’ equity (deficit)

Note 5. Stockholders’ equity (deficit):

 

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.

 

ATM Agreement

 

On February 14, 2025, the Company filed a shelf registration statement with the SEC to facilitate the issuance of our 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 months ended June 30, 2025, the Company sold a total of 18,300 shares of its common stock, at a weighted average price of $2.67 for a total proceeds of $47,769, net of costs of $1,032.

 

On May 19, 2025, Telomir Pharmaceuticals, Inc. (the “Company”) entered into an agreement to raise $3 million in equity financing through a direct investment by The 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 333,333 restricted shares of its common stock, no par value (the “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 666,666 common shares were issued for $2 million received (See Note 8).

 

Restricted Stock Units

 

On May 27, 2025, 400,000 fully vested common shares 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.

 

Warrants

 

In connection with various transactions and the IPO summarized below, the Company issued stock warrants. Warrant activity for the three months ended June 30, 2025 and 2024 is summarized below:

 

           Weighted     
       Weighted   Average     
   Number of   Average
Exercise		   Remaining
Contractual		  

Aggregate

Intrinsic

 
   Warrants   Price  

Term (Years)

   Value 
Outstanding as December 31, 2023   2,774,057   $4.85    4.5 (1)   - 
Granted   50,000   $7.0    4.1    - 
Outstanding as June 30, 2024   2,824,057   $4.89    4.49    - 
                     
Outstanding as December 31, 2024   2,814,057   $4.97    3.49 (2)   - 
Granted   -   $-    -    - 
Outstanding as June 30, 2025   2,814,057   $4.97    3.0 (2)   - 
Exercisable, June 30, 2025   2,814,057   $4.97    3.0 (2)   - 

 

1)   The warrants herein consist of various contractual terms. The warrants herein consist of 2,429,025 warrants issued to Bay Shore Trust that have a remaining contractual term of 4.5 years as of December 31, 2023, and 335,032 warrants issued to investors associated with the 2023 Private Placement that currently have an indeterminable contractual term. See disclosures below for more information on these warrants.

 

(2)   The warrants herein consist of various contractual terms. The warrants herein consist of 2,429,025 warrants issued to Bay Shore Trust that have a remaining contractual term of 2.95 years as of June 30, 2025, 335,032 warrants issued to investors associated with the 2023 Private Placement that currently have an indeterminable contractual term, and 50,000 warrants issued to underwriters as part of the IPO with a remaining contractual life of 2.65 years. See disclosures below for more information on these warrants.

 

 

TELOMIR PHARMACEUTICALS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

(Unaudited)

 

Underwriter warrants

 

In connection with the IPO in February 2024, the Company issued 50,000 warrants to purchase common stock to the IPO underwriter (or its designees) at an exercise price of $7.00 are exercisable immediately and will expire in the four-and-a-half-year period commencing six months after the IPO. The warrants will be exercisable at any time and from time to time, in whole or in part. The warrants provide for registration rights (including a one-time demand registration right and piggyback registration rights that expire 5 years from the commencement of sales of the offering) and customary anti-dilution provisions as permitted under FINRA Rule 5110(g)(8).

 

2023 Omnibus Incentive Plan

 

In December 2023, the Company’s Board of Directors adopted the Company’s 2023 Omnibus Incentive Plan, (“2023 Omnibus Plan”). The 2023 Omnibus 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 Omnibus Plan provides that 6,500,000 shares of the Company’s Common Stock are reserved for issuance under the 2023 Omnibus Plan, all of which may be issued pursuant to the exercise of incentive stock options.

 

Stock-based compensation

 

The fair value of each option award is estimated on the grant date using the Black-Scholes valuation model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. Expected price volatility is based on the historical volatilities of a peer group as the Company does not have a multi-year trading history for its shares. Industry peers consist of several public companies in the biotech industry similar to the Company in size, stage of life cycle and product indications. The Company intends to continue to consistently apply this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of the Company’s own stock price becomes available, or unless circumstances change such that the identified companies are no longer similar to the Company, in which case, more suitable companies whose share prices are publicly available would be utilized in the calculation.

 

Expected term of options granted is derived using the “simplified method” which computes expected term as the average of the sum of the vesting term plus contract term. The risk-free rate is based on the 5-year U.S. Treasury yield curve in effect at the time of grant. The Company recognizes forfeitures as they occur.

 

The following is option activity during the six months ended June 30, 2025.

 

   Number of Shares  

Weighted

Average

Exercise Price Per Share

  

Weighted

Average

Remaining

Contractual Life (Years)

  

Aggregate

Intrinsic Value

 
Outstanding as December 31, 2024   2,352,670   $5.02    9.6   $- 
Options granted   2,050,000   $2.12    -   $- 
Expired   (12,500)  $5.02    -   $- 
Forfeitures   (150,000)  $5.02    -   $- 
Outstanding as June 30, 2025   4,240,170   $3.62    9.4   $- 
Exercisable, June 30, 2025   4,073,920   $3.61    9.4   $- 

 

 

TELOMIR PHARMACEUTICALS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

(Unaudited)

 

On May 13, 2025, the Company’s CFO was granted 50,000 options to purchase Common Stock with an aggregate fair market value of approximately $0.1 million. The options have a term of 10 years from the grant date. These options vest as follows: 50% vest on the 6 month anniversary of the date of grant and the remaining 50% vest on the 12 month anniversary of the date of grant.

 

On May 27, 2025, the Company’s CEO was granted 2,000,000 options to purchase Common Stock with an aggregate fair market value of approximately $3.7 million. The options have a term of 10 years from the grant date and were all vested as of the grant date.

 

The fair value of the options granted in 2025 were estimated on the grant date using the Black-Sholes valuation method and level 3 inputs based on assumptions for expected volatility, expected dividends, expected term and the risk-free interest rate which resulted in $3.8 million in option valuation during the quarter ending June 30, 2025.

 

Key assumptions used to value warrants issued in the quarter are as follows:

Expected price volatility range 92.45%-138.97%
   
Risk-free interest rate range 4.08%-4.15%
   
Fair Market Value of Underlying Common Stock range $1.87-$2.06
   
Expected Term in Years range 5-5.37 years
   
Dividend yield -

 

Unrecognized compensation expenses as of June 30, 2025 was $0.23 million to be recognized through September 2026. The Company recognized approximately $6.0 million in stock-based compensation in the six months ended June 30, 2025.