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Based on 38,639,710 shares of the common stock, no par value per share, of Telomir Pharmaceuticals, Inc. (“Telomir”) to be issued pursuant to the Agreement and Plan of Merger, dated November 20, 2025, by and among Telomir, TELOPHARM Acquisition, Inc. and Teli Pharmaceuticals, Inc. (“Teli”), assuming an exchange ratio determined based on information as to equity ownership as of November 20, 2025, and other assumptions discussed in this proxy statement, including the assumption that, immediately following the merger, the pre-merger Telomir equity holders are expected to hold approximately 50% of the aggregate number of shares of Telomir common stock and the pre-merger Teli equity holders are expected to hold approximately 50% of the aggregate number of shares of Telomir common stock, and certain warrants to be issued to holders of Teli, in each case, on a fully diluted basis using the treasury stock method. |