Telomir Pharmaceuticals (TELO) risk factors, FY2025 10-K

Risks Related to Our Intellectual Property

1. 01We depend on rights to Telomir-1 that are or will be licensed to us. We do not own the intellectual property rights to Telomir-1 and any loss of our rights to it could prevent us from selling our product
2. 02We may not be able to adequately protect our product candidates or our proprietary technology in the marketplace28% rewritten
3. 03If third parties claim that our intellectual property, products, processes, or anything else used by us infringes upon their intellectual property, our operating profits could be adversely affected100% rewritten
4. 04We have been granted a license to the right to develop Telomir-1 in the United States in human and pet application, but we have not been granted a license to the rights to patents covering Telomir-1 in foreign jurisdictions

Risks Related to Our Operations and Financial Condition

1. 05We are an early development-stage company with no revenues
2. 06Because we have a limited operating history, you may not be able to accurately evaluate our operations
3. 07Because we have generated no revenues and currently operate at a loss, we are completely dependent on the continued availability of financing in order to continue our business operations. There can be no assurance that financing sufficient to enable us to continue our operations will be available to us in the future83% rewritten
4. 08Our operating results may fluctuate, which could have a negative impact on our ability to grow our client base, establish sustainable revenues and succeed overall
5. 09We have yet to achieve a profit and will not achieve a profit in the near future, if at all
6. 10Certain of our executive officers are not employed by us on a full-time basis34% rewritten
7. 11Conflicts of interest may arise between us and MIRALOGX

Risks Relating to Our Business and Our Industry

1. 12Our future success will largely depend on the success of Telomir-1 and any future product candidates, which development will require significant capital resources and years of clinical development effort
2. 13We are dependent on our current and future product candidates, some of which may not receive regulatory approval or be successfully commercialized52% rewritten
3. 14Results of pre-clinical studies and earlier clinical trials are not necessarily predictive indicators of future results100% rewritten
4. 15We have limited marketing experience, and we do not anticipate at this time establishing a sales force or distribution and reimbursement capabilities, and we may not be able to successfully commercialize any of our product candidates if they are approved in the future
5. 16Our management and personnel, systems, and facilities currently in place may not be adequate to support our business plan and future growth. As a result, we may need to further expand certain areas of our organization
6. 17We expect to face intense competition, often from companies with greater resources and experience than we have
7. 18Business interruptions could delay us in the process of developing our product candidates and could disrupt our product sales
8. 19We have significant and increasing liquidity needs and may require additional funding
9. 20Operating results may vary significantly in future periods
10. 21We depend upon our key personnel and our ability to attract and retain employees
11. 22Our proprietary information, or that of our customers, suppliers, and business partners, may be lost or we may suffer security breaches
12. 23Failure of our information technology systems, including cybersecurity attacks or other data security incidents, could significantly disrupt the operation of our business
13. 24Security breaches, loss of data and other disruptions could compromise sensitive information related to our business, prevent us from accessing critical information or expose us to liability, which could adversely affect our business and our reputation
14. 25Geopolitical events and global economic conditions, such as the Israel-Hamas war may impact the third parties that we engage to supply materials or manufacture any products for our preclinical tests and clinical trials, which increases the risk of potential delay of development efforts, as applicable

Risks Related to Development and Regulatory Approval of Our Product Candidates

1. 26Clinical trials for our product candidates are expensive, time-consuming, uncertain, and susceptible to change, delay or termination. The results of clinical trials are open to differing interpretations
2. 27We are subject to extensive regulation by U.S. federal and state governments in each of the markets where we have product candidates progressing through the approval process
3. 28The regulatory approval processes with the FDA are lengthy and inherently unpredictable
4. 29There is a high rate of failure for drug candidates proceeding through clinical trials
5. 30If we are found in violation of federal or state “fraud and abuse” laws, we may be required to pay a penalty and/or be suspended from participation in federal or state health care programs, which may adversely affect our business, financial condition, and results of operations
6. 31Serious adverse events or other safety risks could require us to abandon development and preclude, delay or limit approval of our product candidates, limit the scope of any approved label or market acceptance, or cause the recall or loss of marketing approval of products that are already marketed

Risks Related to Our Reliance Upon Third Parties

1. 32In addition, our current and anticipated future dependence upon others for the manufacture of Telomir-1 and any future product candidates may adversely affect our future profit margins and our ability to commercialize any products that receive marketing approval on a timely and competitive basis
2. 33Our existing collaboration arrangements and any that we may enter into in the future may not be successful, which could adversely affect our ability to develop and commercialize our product candidates

Risks Relating to the Ownership of Our Common Stock

1. 34Future sales of our common stock, or the perception that future sales may occur, may cause the market price of our common stock to decline, even if our business is doing well40% rewritten
2. 35Because of the speculative nature of an investment in our company, you may lose your entire investment
3. 36Certain of our founding stockholders, plus our existing officers and directors, control a substantial interest in us and thus may influence certain actions requiring stockholder vote
4. 37Sales of a significant number of shares of our common stock in the public markets, or the perception that such sales could occur, could depress the market price of our common stock
5. 38The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain executive management and qualified board members
6. 39We are an “emerging growth company” and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make shares of our common stock less attractive to investors
7. 40Investors could find our shares less attractive if we choose to rely on these exemptions. If some investors find shares less attractive as a result of any choice to reduce future disclosure, there may be a less active trading market for our shares and our share price may be more volatile
8. 41We are a “smaller reporting company” and, even if we no longer qualify as an emerging growth company, we may still be subject to reduced reporting requirements
9. 42If we fail to maintain compliance with Nasdaq Listing Rules, our shares may be delisted from Nasdaq, which would result in a limited trading market for our shares and make obtaining future debt or equity financing more difficult for the Company
10. 43If our shares were to be delisted from Nasdaq, they may become subject to the SEC’s “penny stock” rules
11. 44Our status as a Florida corporation and the anti-takeover provisions of the Florida Business Corporation Act, which we sometimes refer to as the FBCA, may discourage, delay or prevent a change in control even if a change in control would be beneficial to our shareholders
12. 45An “interested shareholder” is generally defined as any person who is the beneficial owner of more than 15% of our outstanding voting shares
13. 46Both the control share acquisition statute and the affiliated transactions statute may have the effect of discouraging or preventing certain change of control or takeover transactions involving us
14. 47Securities or industry analysts may not regularly publish reports on us, which could cause the price of our securities or trading volumes to decline
15. 48We will likely conduct further offerings of our equity securities in the future, in which case your proportionate interest may become diluted
16. 49We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our common stock, which could depress the price of our common stock
17. 50We have never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings, if any, to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future

Risks Related to the planned merger with TELI

1. 51Because TELI has a limited operating history, you may not be able to accurately evaluate TELI’s operationsNew
2. 52TELI is an early development-stage company with no revenuesNew
3. 53TELI has significant and increasing liquidity needs and will require additional fundingNew
4. 54TELI has yet to generate revenues or achieve a profit and may not generate revenue or achieve a profit for many years, if at allNew
5. 55TELI does not own rights to Telomir-1New
6. 56TELI’s rights to Telomir-1 are subject to royaltiesNew
7. 57Conflicts of interest may arise between TELI and MIRALOGXNew
8. 58TELI’s product candidates, if approved, may not achieve the expected market acceptance and, consequently, limit TELI’s ability to generate revenueNew
9. 59If the price for any future approved products decreases or if government and other third-party payers do not provide coverage and adequate reimbursement levels, TELI’s revenue and prospects for profitability will sufferNew
10. 60TELI expects to face intense competition, often from companies with greater resources and experienceNew
11. 61There are several conflicts of interests inherent in the MergerNew
12. 62Following the Merger, the TELI shareholders may potentially own a majority of TELONew
13. 63There is no assurance when or if the Merger will be completedNew
14. 64The price of TELO’s common stock is subject to fluctuationsNew
15. 65The Merger may be time-consuming to complete and may not be completed in a timely manner, or at all, due to pending or potential litigation or regulatory challengesNew