XML 35 R13.htm IDEA: XBRL DOCUMENT v3.26.1
Related parties balances and transactions
 12 Months Ended
Dec. 31, 2025
Related Party Transactions [Abstract]  
Related parties balances and transactions

Note 4. Related parties balances and transactions

 

Due to Officer

 

On May 27, 2025, 400,000 fully vested common shares were granted for services to our Chairman and Chief Executive Officer, Erez Aminov, who is the son-in-law of Jonnie R. Williams (see below). The shares were valued at $840,000 based on the stock quoted trading price at the grant date and were expensed immediately as compensation expense. In December 2025, Mr. Aminov transferred $155,518 to the Company, for the Company to use to pay certain payroll withholding taxes Mr. Aminov owed as a result of this RSU grant. These payroll taxes ultimately were not paid in the Company’s payroll processing. Therefore, in January 2026, $155,518 was paid back to Mr. Aminov so he can remit this amount directly to the IRS. The company, however, did remit the employer portion of his Medicare taxes totaling $12,180 in 2025.

 

Due from related parties

 

During the year ended December 31, 2023, the Company provided working capital advances to companies under common control. These advances were due on demand and are non-interest bearing. Amounts due from related parties as of December 31, 2023 were $0.13 million. In 2024, the company under common control was dissolved and therefore the amount due become uncollectable and was written off and reflected as credit loss expense, which is included in general and administration expenses. As of December 31, 2024, there was no amount due from related parties.

 

 

Due to related parties

 

During the year ended December 31, 2024, the Company received working capital advances from related party companies under common control. These advances are due on demand and are non-interest bearing. During the year ended December 31, 2025, a related party, MIRALOGX, shipped pharmaceutical chemicals to Telomir’s service provider for ongoing research at a cost of approximately $224,800. As of December 31, 2025 and 2024, the amounts due to related parties is $318,234 and $93,432, respectively.

 

Investment from Largest Shareholder

 

On May 19, 2025, 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, Jonnie R. Williams, Sr. 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, 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 $2 million was received, for the issuance of 666,666 shares.

 

Bay Shore Trust Line of Credit

 

On June 15, 2023, the Company entered into a Promissory Note and Loan Agreement with the Bay Shore Trust, a trust established by the Company’s founder, Jonnie R. Williams, Sr., and under which various of his family members are beneficiaries. Under this Promissory Note and Loan Agreement (the “Bay Shore Note”), the Company had the right to borrow up to an aggregate of $5 million from the Bay Shore Trust at any time up to the second anniversary of the issuance of the Bay Shore Note or, if earlier, upon the completion of the Company’s IPO. As of December 31, 2025 and 2024, the line of credit is no longer available as the IPO was completed in February 2024.

 

In consideration of the loan facility provided by the Bay Shore Trust, the Company issued to the Bay Shore Trust a Common Stock purchase warrant on June 15, 2023 giving the Bay Shore Trust the right to purchase up to 2,439,025 shares of Common Stock at an exercise price of $3.73 per share (See Note 7).

 

Starwood Trust Line of Credit and Stock Purchase Agreement

 

On September 24, 2024 the Company entered into an unsecured Promissory Note and Loan Agreement (“the Starwood Note”) with the Starwood Trust, a separate related party trust established by the Company’s founder, Jonnie R. Williams, Sr. who is the sole owner of Bay Shore Trust as well as our largest shareholder, and under which various of his family members are beneficiaries. Under the Starwood Note, the Company has the right to borrow up to an aggregate of $5 million from the Starwood Trust at any time up until September 24, 2026, the second anniversary of the note. The Company’s right to borrow funds under the Starwood Note is subject to the absence of a material adverse change in its assets, operations, or prospects The Starwood Note contains default provisions in which in the event of the Company misses payment, makes false representations, fails to comply in any material respect to covenants, files for bankruptcy, or experiences a material adverse change in is assets or operations than the Company is considered in default and the entire unpaid principal and accrued interest is due immediately. The Starwood Note, together with accrued interest, is to become due and payable on the second anniversary of the issuance of the note, provides for prepayment at any time without penalty, and accrues simple interest at a rate equal 7% per annum. As of December 31, 2025 and 2024, the Company has not borrowed any amounts under the Starwood Note.

 

Further, on December 9, 2024, Starwood Trust entered into a stock purchase agreement with the Company to purchase 142,857 shares of unregistered common stock at $7 a share for a total of $1.0 million in proceeds to the Company.

 

License agreement - See Note 3

 

Related Party Travel Costs

 

On April 1, 2023 the Company entered into an Agreement For Shared Lease Costs (the “Shared Agreement”) with MIRALOGX, LLC, a related party under which we have agreed to pay our pro rata share of the operating usage costs owing by MIRALOGX under an aircraft lease agreement between MIRALOGX and Supera Aviation I LLC (“Supera Aviation”) based on our usage of the leased aircraft each month. No amounts are payable by the Company under this agreement unless and to the extent the Company chooses to utilize the leased aircraft, and the Company may discontinue the use of the aircraft and terminate this agreement at any time. Supera Aviation is a company owned by Starwood Trust, a trust established by Mr. Williams, the Company’s founder and largest shareholder. For the year ended December 31, 2025 and December 31, 2024, the Company incurred nil and $0.37 million, respectively, in expenses under the aircraft lease agreement. The aircraft lease was terminated in April 2024 and no other costs have been incurred under this agreement since the lease termination (See Note 6 Variable lease costs).

 

 

Related Party Rental Agreement- see Note 6 for Variable lease costs.