TELO · Telomir Pharmaceuticals, Inc. Common Stock

This acquisition represents a strategic inflection point for Telomir: it consolidates all global rights to Telomir-1 (Telomir-Zn) under a single entity for the first time, eliminating prior geographic fragmentation where North American and international rights were held separately. The all-stock transaction — issuing 34.4 million restricted shares — avoids immediate cash outlay but materially dilutes existing shareholders. Critically, the deal includes a binding, milestone-driven capital commitment from Bayshore Trust, a major TELI shareholder: $4 million total, split into two $2 million tranches tied explicitly to FDA IND acceptance and Phase 1/2 study initiation for Telomir-1. Each tranche triggers issuance of 1.49 million shares, with strict forfeiture terms if funding lags beyond three months — introducing both near-term funding optionality and potential dilution discipline. The $1 million cash contribution at closing provides immediate working capital. Because the shares issued in the acquisition and under the Commitment Agreement are expressly stated to be distinct, investors must account for two separate equity issuance streams with different restrictions and triggers. This structure signals strong alignment between Telomir and key TELI stakeholders on clinical execution, while shifting near-term financing risk to milestone achievement rather than balance sheet strength.