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Telo Genomics Corp. Management Reports 2025

Feb 26, 2025

46928_rns_2025-02-26_3fc087f9-f9a7-43c0-9f68-c3107288fe8e.pdf

Management Reports

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Management’s Discussion and Analysis

Telo Genomics Corp.

For the three and six months ended December 31, 2024 and 2023


Telo Genomics Corp.
Management Discussion and Analysis
For the Three and Six Months Ended December 31, 2024 and 2023

For the Three and Six Months Ended December 31, 2024 and 2023

This management's discussion and analysis ("MD&A") of Telo Genomics Corp. (the "Company" or "TELO") for the three and six months ended December 31, 2024, as prepared on February 26, 2025. This MD&A was prepared with reference to National Instrument 51-102 "Continuous Disclosure Obligations" of the Canadian Securities Administrators. This MD&A should be read in conjunction with the audited consolidated financial statements for the year ended June 30, 2024, and the related notes, which have been prepared by management in accordance with IFRS as issued by the International Accounting Standards Board ("IASB"). Additional information regarding the Company is available on SEDAR+ at www.sedarplus.ca. All amounts are expressed in Canadian dollars.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS

Certain statements and information in this MD&A contain forward-looking statements or forward-looking information under applicable Canadian securities legislation that may not be based on historical fact, including, without limitation, statements containing the words "believe", "may", "plan", "will", "estimate", "continue", "anticipate", "intend", "expect", "predict", "project", "potential", "continue", "ongoing", "could", "would", "seek", "target" or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words and similar expressions.

Forward-looking statements are necessarily based on estimates and assumptions made by us in light of our experience and perception of historical trends, current conditions and expected future developments, as well as factors that we believe are appropriate. Forward-looking statements in this MD&A include, but are not limited to, statements relating to:

  • the initiation, timing, cost, progress and success of our research and development programs;
  • our ability to advance product candidates into, and successfully complete, clinical studies;
  • the timing of, our decision to seek, and our ability to achieve regulatory approval for our current and future diagnostic and prognostic tests (the "Tests") being developed;
  • our ability to achieve profitability;
  • the Company's ability to establish and maintain relationships with collaborators with acceptable development, regulatory and commercialization expertise, and the benefits to be derived from such collaborative efforts;
  • the implementation of our business model and strategic plans;
  • our estimates of the size of the potential markets for our Tests;
  • our commercialization, marketing and manufacturing capabilities and strategy;
  • our ability to protect our intellectual property and operate our business without infringing upon the intellectual property rights of others;
  • the therapeutic benefits, effectiveness and safety of our Tests;
  • the rate and degree of the market acceptance and clinical utility of our future products, if any;
  • our expectations regarding market risk, including interest rate changes and foreign currency fluctuations;

Telo Genomics Corp.
Management Discussion and Analysis
For the Three and Six Months Ended December 31, 2024 and 2023

  • our expectations that clinical results will be detailed and published in peer-reviewed papers and journals;
  • our ability to engage and retain the employees required to grow our business; and
  • estimates of our expenses, future revenue, capital requirements and our need for additional financing.

Such forward-looking statements reflect our current views with respect to future events, are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by TELO as of the date of such statements, are inherently subject to significant medical, scientific, business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause our actual results, performance, achievements, prospects or opportunities to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. In making the forward-looking statements included in this MD&A, the Company has made various material assumptions, including, but not limited to: (i) obtaining positive results from the Company's clinical studies; (ii) obtaining regulatory approvals for the Company's Tests; (iii) assumptions regarding general business and economic conditions; (iv) the Company's ability to successfully develop the Tests; (v) that our current positive relationships with third parties will be maintained; (vi) the availability of financing on reasonable terms; (vii) the Company's ability to attract and retain skilled staff; (viii) assumptions regarding market competition; (ix) the products and technology offered by the Company's competitors; and (x) the Company's ability to protect patents and proprietary rights.

In evaluating forward-looking statements, current and prospective shareholders should specifically consider various factors, including the risks outlined in this MD&A under the heading "Risks and Uncertainties". Should one or more of these risks or uncertainties, or a risk that is not currently known to us, materialize, or should assumptions underlying the forward-looking statements contained herein prove incorrect, actual results may vary materially from those described herein. All forward-looking statements herein are made as of the date of this MD&A and we do not intend, and do not assume any obligation, to update these forward-looking statements except as required by applicable securities laws. Investors are cautioned that forward-looking statements are not guarantees of future performance and are inherently uncertain. Accordingly, investors are cautioned not to put undue reliance on forward-looking statements.

COMPANY OVERVIEW AND DISCUSSION OF OPERATIONS

Business Overview

TELO is a molecular diagnostics company that is developing the most comprehensive telomere analysis platform in the industry, with powerful diagnostic and prognostic applications based on the quantification of genomic instability as a disease predictor. Telomeres are the protective caps at the end of chromosomes and are considered a safeguard of the genome. Dysfunction of telomeres has been linked with genomic instability and disease. (Mai S. The Three-Dimensional Cancer Nucleus Genes Chromosomes Cancer. 2019;58:462-473).

Genomic instability is a key feature in many diseases and it occurs when there are genomic alterations or mutations during cell division. TELO's applications feature the use of liquid biopsies in analyzing the genomic instability of several oncologic and neurologic disorders.


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Telo Genomics Corp.

Management Discussion and Analysis

For the Three and Six Months Ended December 31, 2024 and 2023

TELO’s technologies utilize a multi-step process that involves capturing sample cells from blood or tissue, labeling, 3D formatting, processing and analyzing with TeloView® resulting in a personalized TeloView® generated report.

TeloView® is TELO’s proprietary software platform used to quantify specific features of each patient’s telomeres. It quantifies 6 specific biological and structural features of cellular telomeres and builds a score for each patient to assess their risk of disease progression and potential treatment response.

The prototype of TeloView® was initially developed in 2005. In 2015 Telo Genomics contracted CIMTEC (Center for Imaging Technology Commercialization, Toronto, Canada), a renowned medical imaging software developer, to scale up and automate TeloView. The project was completed in 2016 and the TeloView® commercial version developed by CIMTEC was validated and is currently being used by Telo Genomics in clinical studies.

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One of the key features of TELO’s technologies is that it is based on single cell biology. Genomic instability and telomere dysfunction originate in single cells, therefore TeloView® captures the heterogeneity and complexity of cancers with relatively small sample sizes in clinical studies. Many of the alternative genomic testing approaches are not single cell and must use technologies that amplify samples to achieve statistical significance. This process introduces signal-to-noise issues and may potentially miss anomalies and heterogeneity of the disease. Liquid biopsy technologies that use amplification usually require much bigger and longer studies involving large number of patients.

The utility of TELO’s proprietary technologies has been substantiated in over 180 peer-reviewed publications and in over 30 clinical studies involving more than 3,000 patients with multiple cancers and Alzheimer’s disease. TELO benefits from over twenty years of foundational and translational research conducted by the company’s founder Dr. Sabine Mai at the University of Manitoba, where she holds multiple prestigious positions, including Canada Research Chair (Tier 1) in Genomic Instability and Nuclear Architecture of Cancer.

TELO has secured intellectual property (“IP”) protection in various jurisdictions around the world and owns patents and pending patent applications in the United States, Canada and the EU. The scope of the IP covers the core technology and specific applications (disease-specific patents) of the technology. In addition to the patents and pending patent application, TeloView® is protected as a trademark in the USA, Canada, Europe and Israel. All the patents listed in the table below have been already granted with the exception of the US pending patent application titled “Methods of characterizing and isolating circulating tumor cell subpopulations”, and the two newly filed patents protecting Telo’s IP related to its Lead Product


Telo Genomics Corp.
Management Discussion and Analysis
For the Three and Six Months Ended December 31, 2024 and 2023

for smoldering multiple myeloma TeloViewSMM. The 2 patents were filed in 2022 and 2023 and if granted will protect Telo's IP until 2043. The pending patent application is in process and the Company expects to achieve a final favorable decision in due course.

List of Patents

No Country Title Category Application No. Status/Expiry Registration No.
1 Canada METHODS OF DETECTING AND MONITORING CANCER USING 3D ANALYSIS OF CENTROMERES Core Technology 2665100 Granted/2029 2665100
2 Germany METHODS OF DETECTING AND MONITORING CANCER USING 3D ANALYSIS OF CENTROMERS Core Technology 07815918 .3 Granted/2027 2066816
3 France METHODS OF DETECTING AND MONITORING CANCER USING 3D ANALYSIS OF CENTROMERS Core Technology 07815918 .3 Granted/2027 2066816
4 United Kingdom METHODS OF DETECTING AND MONITORING CANCER USING 3D ANALYSIS OF CENTROMERS Core Technology 07815918 .3 Granted/2027 2066816
5 United States of America METHODS OF DETECTING AND MONITORING CANCER USING 3D ANALYSIS OF CENTROMERS Core Technology 12/44378 1 Granted/2030 8849579
6 Canada DIAGNOSTIC METHODS FOR HEMATOLOGICAL DISORDERS Disease Specific 2760873 Granted/2031 2760873
7 United States of America HEMATOLOGICAL DISORDERS DIAGNOSIS BY 3D q-FISH Disease Specific 13/69264 5 Granted/2032 9963745
8 Canada METHODS FOR EVALUATING ALZHEIMER'S DISEASE AND DISEASE SEVERITY Disease Specific 2856419 Granted/2034 2856419
9 Germany METHODS FOR DIAGNOSING ALZHEIMER'S DISEASE Disease Specific 12857141 .1 Granted/2032 2791676
10 France METHODS FOR DIAGNOSING ALZHEIMER'S DISEASE Disease Specific 12857141 .1 Granted/2032 2791676
11 United Kingdom METHODS FOR DIAGNOSING ALZHEIMER'S DISEASE Disease Specific 12857141 .1 Granted/2032 2791676
12 United States of America METHODS FOR EVALUATING ALZHEIMER'S DISEASE AND DISEASE SEVERITY Disease Specific 14/49199 6 Granted/2034 9758830
13 Canada METHODS FOR CHARACTERIZING AND ISOLATING CIRCULATING TUMOR CELLS SUBPOPULATIONS Disease Specific 2775315 Granted/2032 2775315

Telo Genomics Corp.
Management Discussion and Analysis
For the Three and Six Months Ended December 31, 2024 and 2023

14 United States of America METHODS FOR CHARACTERIZING AND ISOLATING CIRCULATING TUMOR CELL SUBPOPULATIONS Disease Specific 16/29174 4 Pending/ 2039
15 United States of America METHODS FOR ASSESSING CANCER CELLS USING GRANULOMETRY Core Technology 14/85214 3 Granted/ 2035 9784666
16 Canada METHOD OF MONITORING GENOMIC INSTABILITY USING 3D MICROSCOPY AND ANALYSIS Core Technology 2515792 Granted/ 2025 2515792
17 Germany METHOD OF MONITORING GENOMIC INSTABILITY USING 3D MICROSCOPY AND ANALYSIS Core Technology 04713499 .4 Granted/ 2024 1594990
18 Spain METHOD OF MONITORING GENOMIC INSTABILITY USING 3D MICROSCOPY AND ANALYSIS Core Technology 04713499 .4 Granted/ 2024 1594990
19 France METHOD OF MONITORING GENOMIC INSTABILITY USING 3D MICROSCOPY AND ANALYSIS Core Technology 04713499 .4 Granted/ 2024 1594990
20 United Kingdom METHOD OF MONITORING GENOMIC INSTABILITY USING 3D MICROSCOPY AND ANALYSIS Core Technology 04713499 .4 Granted/ 2024 1594990
21 United States of America METHOD OF MONITORING GENOMIC INSTABILITY USING 3D MICROSCOPY AND ANALYSIS Core Technology 10/54615 2 Granted/ 2025 7801682
22 Canada/ USA/ Europe METHODS OF ASSESSING SMOLDERING MULTIPLE MYELOMA Disease Specific PCT/CA20 22/05169 4 PCT filed/ 2042
23 Canada/ USA/ Europe METHODS OF ASSESSING SMOLDERING MULTIPLE MYELOMA Disease Specific PCT/CA20 23/05154 6 PCT filed/ 2043

TELO maintains a collaborative partnership with CancerCare Manitoba ("CCMB"), a provincially mandated cancer agency that sets strategic priorities and long-term planning for cancer and blood disorders in the province. CCMB hosts the Research Institute in Oncology and Hematology, supporting translational and clinical research on all aspects of cancer and blood disorders. TELO's co-founder Dr. Mai has her research laboratory and imaging facility located within CCMB and the Research Institute in Oncology and Hematology. CCMB has assigned all the IP rights and ownership related to TeloView® to TELO for the purpose of commercialization. TELO has in turn granted Dr. Mai and her research program under CCMB a license to use TELO's technology for research purposes.

Lead Application – Multiple Myeloma

TELO's primary focus is on developing prognostic and predictive tests for multiple myeloma ("MM"). On December 19, 2019, TELO announced a research collaboration with the Mayo Clinic, to conduct clinical


Telo Genomics Corp.
Management Discussion and Analysis
For the Three and Six Months Ended December 31, 2024 and 2023

studies to evaluate and validate the utility of the Company's technology as a prognostic tool, addressing certain clinical unmet needs in the management of MM.

MM is a cancer that forms in a type of white blood cell called a plasma cell. It causes cancerous plasma cells to accumulate in the bone marrow where they crowd out healthy cells. Symptoms can include organ failure, specifically in the bone, kidney and liver, among several others. To date, MM is an incurable, deadly disease. MM is preceded by an asymptomatic expansion of plasma cells, recognized as MGUS or smoldering multiple myeloma ("SMM"). Patients with MGUS or SMM are generally not treated but frequently monitored to make sure they have not evolved to full stage MM. A diagnostic/prognostic test capable of predicting which patients have high risk to transition into full stage MM would be very useful in management of the disease. Once patients do have MM, it can go into remission with treatment. Another important diagnostic/prognostic application would be to accurately predict which patients will develop resistance to treatment and are at higher risk to relapse while on treatment. MM has a 5-year survival rate of 43% for stage III and 83% for stage II, with a life expectancy of 8-10 years.

Laboratory Accreditation:

In Q2 of 2023 TELO underwent the ISO 15189 audit conducted by Accreditation Diagnostics Canada (ACD), the authorized entity in Ontario to grant the ISO 15189 accreditation. TELO successfully passed the external audit which entitled TELO to receive the accreditation. Based on the granted ISO accreditation TELO is now authorized to offer its tests as laboratory developed tests (LDT). In addition to the ISO accreditation, TELO applied for the accreditation of the American College of Pathology (CAP) and the Clinical Laboratory Improvement Amendments (CLIA) of the USA, which will allow TELO to commercialize its diagnostics products in the USA. CAP accepted TELO's application In Q3 and granted the accreditation in Q1 2024. The Company's application for International CLIA accreditation was accepted in Q2 of 2024, and the CLIA accreditation was granted in Q3 2024. The ISO, CAP & CLIA accreditations allow TELO to offer its tests commercially in different jurisdictions but also increases TELO's potential to enter into partnerships with Pharma and diagnostics industry. Based on the CAP/ CLIA accreditation, Telo introduced its TeloViewSMM prognostic test for smoldering multiple myeloma patients as a Laboratory Developed Test (LDT).

Clinical Studies and Product Development Design:

In collaboration with Dr. Shaji Kumar, MD, Mayo Clinic and Dr. Kenneth Anderson, MD, Harvard School of Medicine, the Company has designed studies to advance several potential new Telo-MM tests to the clinic. The studies are designed to confirm the clinical utility established by the proof-of-concept studies conducted in Dr. Mai's laboratory.

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Telo Genomics Corp.
Management Discussion and Analysis
For the Three and Six Months Ended December 31, 2024 and 2023

  • TeloView® SMM
  • Clinical Utility: The utility of the TeloView® test for SMM is to identify high-risk SMM that will benefit from immediate intervention and to provide a confirmation on disease stability for low-risk stable SMM patients who can be safely monitored 3-4 times per year using the TeloView test.
  • Clinical Unmet Need: 40% of patients diagnosed with SMM, an asymptomatic pre-cursor to MM, will progress to the full stage symptomatic MM over the following 5 years. Early identification of these patients with high-risk of progression can lead to earlier treatment, potentially delaying the onset of active multiple myeloma and its painful symptoms, and may even reach a cure. For the majority of lower-risk patients with SMM there is a great benefit to not over-treat, but monitor SMM disease stability over time. There are currently no known clinical tests that can predict the progression of SMM to MM.
  • Market Size: The most conservative assessment of the incidence rate of SMM in the US is 200,000. It is estimated that between 10-15% of these SMM patients transition to active MM every year. Based on the calculated incidence rate, the most conservative total addressable market in the US for the TeloView® test for SMM is estimated to be >500,000 tests per year.
  • Teloview SMM is currently offered through Telo’s CLAI lab as LDT test to clinical and research institutions.

  • TeloView® Test to monitor minimal residual disease (MRD) in MM patients.

  • Clinical Utility: The utility of the TeloView® test is to monitor the stability of the disease and confirm remission in treated MM patients who achieved remission after bone marrow transplant or after receiving treatment.
  • Clinical Unmet Need: In current clinical practices, MM patients who achieve remission post treatment are given maintenance treatment indefinitely to avoid disease recurrence. A large sector of these patients may have a non-aggressive form of the disease and essentially do not require maintenance therapy. Maintenance therapy from one side affects the quality of life of patients due to the side effects associated with the therapy, and from the other side creates a health economic burden to healthcare systems due to the cost of the maintenance therapy that may exceed US$100,000 per patient per year. Monitoring MRD in oncology is evolving to be an important prognostic tool for assessing the depth of a patient’s response to treatment; it can also help in identifying patients, who are at risk of relapse, early and potentially guide response-based treatment paradigms in several hematological disorders including MM. To date, the prognostic power of MRD assessment is not fully realized in the clinic for MM patients. This is due to the limited capability of the current technologies, which can only inform on MRD cell count (enumeration). Enumeration alone was proven over the years to be inadequate in providing accurate representation of the risk of disease progression. The current MRD assessment technologies are predominantly conducted on bone marrow samples, that are collected using invasive procedures and dilapidating side effects. Furthermore, each of these technologies have their own technical limitations rendering them inapplicable to several MM patient populations. Telo’s approach to MRD assessment is conducted on liquid biopsy (blood draw) and is applicable to the majority of patients.

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Telo Genomics Corp.
Management Discussion and Analysis
For the Three and Six Months Ended December 31, 2024 and 2023

  • Market Size: It is estimated that in North America there are approximately 180,000 MM patients receiving treatment at any time across the different stages of the disease. Most of these patients may benefit from ongoing monitoring of treatment response using MRD assessment. Depending on the stage of the disease, patients may be monitored on quarterly basis, leading to a total addressable market of approximately 800,000 tests per year.
  • Teloview MRD is currently developed with several clinical partners

  • TeloView Test to Predict Patient Resistance to Treatment (newly developed multiple myeloma patients)

  • Clinical Utility: The utility of the TeloView® test is to predict newly diagnosed MM patients who will develop resistance to first line treatment. These patients with high risk of relapse can be subjected to alternative treatment to avoid disease relapse.

  • Clinical Unmet Need: Choosing an effective initial therapy improves a patient's chances of going into remission and delays the onset of the painful symptoms associated with MM. It is also possible to prevent the initiation of an expensive therapy that may not be effective. First line therapy for MM currently consists of a complex cocktail of chemotherapies or a combination of chemotherapies and immunotherapies. MM is very difficult to treat and therapies must be adjusted over the course of the disease. It is forecasted that there will be 32,000 new cases of MM in the US in 2020. (http://seer.cancer.gov/statfacts/html/mulmy.html)
  • Market Size: The incidence rate of MM in the US is estimated to be 35,000 in 2020. The median progression free survival after first line therapy is 2 years, with relapse rate of 30% in the first year. The incidence rate and the progression free survival rate suggests that conservatively 80,000 MM patients will benefit from this TeloView® test. According to surveys conducted by TELO with myeloma key opinion leaders, the test once validated may be used to monitor myeloma patients receiving first line therapy every three months. The most conservative total addressable market in the US for this TeloView® test for testing and monitoring of MM patients is estimated to be >200,000 tests per year.

  • Clinical development plan

  • In Q2 & Q3 of 2022, TELO received from the Mayo Clinic patients' samples pertaining to the clinical validation of the 2 MM prognostic products in development, for SMM and for drug resistance.
  • To date two cohorts were processed for the SMM product, and 1 cohort for the drug resistance project.
  • The results of the SMM product were presented at the American Society of Clinical Oncology (ASCO) 2023 annual meeting held June 3-7, 2023.
  • The development and the validation of the TeloViewSMM test for SMM patient in collaboration with the Mayo Clinic was published in the American Journal of Hematology in May 2024.

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Telo Genomics Corp. Management Discussion and Analysis For the Three and Six Months Ended December 31, 2024 and 2023

The picture below outlines the four new clinical application Telo Genomics is developing and offering as LDT tests.

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Regulatory Process & Commercialization plans

TELO intends to commercialize its portfolio of tests for multiple myeloma by the way of licensing or partnering the portfolio to key industry players in the space of blood cancer diagnostics. In Q1 2024 Telo retained Trusted Health Advisors (THA), California, US, a consulting firm specialized in the commercialization (rollout) of innovative oncology diagnostics products. Telo works closely with Dr. Jay Wohlgemuth, Managing Partner with THA and former Quest Diagnostics Chief Medical Officer to refine and accelerate Telo's go-to-market and partnership deployment plan, to facilitate the implementation of Telo's biomarker services for basic and clinical research and clinical diagnostic applications in Multiple Myeloma and the broader cancer field. The program will include facilitating partnerships and collaborations with basic and clinical researchers, Biopharmaceutical companies, Clinical Research Organizations (CROs), clinical laboratories and oncology providers and healthcare systems. The Company sees opportunities to partner with pharma during the clinical development of new multiple myeloma therapies, as well as in label extension trials for marketed drugs.

To enable the commercialization and adoption of its lead product TeloViewSMM for smoldering myeloma patients, Telo has launched in Q4 2023/ Q1 2024 the SMART Program. The SMART Program allows Physicians in the US to use the test at no cost within the framework of SMART as a clinical study. In this observational study Telo will collect feedback from the Physicians in the form of a survey that will contribute to the test's health economic benefit and clinical utility.

Telo adopts a flexible commercialization plan to facilitate licensing or partnering its portfolio of tests as they are developed.


Telo Genomics Corp. Management Discussion and Analysis For the Three and Six Months Ended December 31, 2024 and 2023

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Regulatory Compliance

In 2023, the Company achieved ISO15189 accreditation specific for medical & clinical laboratory. The worldwide recognized, highly esteemed accreditation demonstrates Telo's excellence in conducting its laboratory processes and allows the Company to offer its tests and biomarker services worldwide.

In Q1 & Q3 2024 Telo achieved the College of America Pathologist (CAP) accreditation and CLIA accreditation respectively. The accreditation allows Telo to launch and commercialize its tests as Laboratory Developed Tests in the USA.

CURRENT CORPORATE DEVELOPMENTS AND GOING CONCERNS

On December 23, 2024, further to its news release dated December 12, 2024, the Company announced that it had closed an over-subscribed, non-brokered private placement of 25,459,000 units ("Units") at a price of $0.10 per Unit for gross proceeds of $2,545,900 (the "Offering"). Each Unit consists of one common share of the Company (a "Common Share") and one non-transferable common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to acquire one additional Common Share at a price of $0.15 per Common Share until December 23, 2027, subject to acceleration.

The Warrants are subject to an acceleration right held by the Company, such that if, at any time after December 23, 2025, the share price closes at $0.40 or above for a period of ten consecutive trading days, the Company may, at any time after such an occurrence, give written notice (via news release) to the holders of the Warrants that the Warrants will expire at 5:00 p.m. (Vancouver time) on the 30th day following the giving of notice unless exercised by the holders prior to such date. Upon receipt of such notice, the holders of the Warrants will have 30 days to exercise their Warrants and any Warrants that remain unexercised will expire.

In connection with the Offering, the Company paid a total of $164,913 cash and issued a total of 1,649,130 finder's warrants (the "Finder's Warrants") as finder's fees to eligible arm's length finders. Each Finder's Warrant entitles the holder to acquire one Common Share at a price of$ 0.10 per Common Share until December 23, 2025.

On November 19, 2024, the Company announced that its application to the IPON program (Intellectual Property Ontario) was approved. The IPON program leverages the innovation of Ontario enterprises in securing and expanding their intellectual property (IP) portfolio. The program provides training, advisory


Telo Genomics Corp.
Management Discussion and Analysis
For the Three and Six Months Ended December 31, 2024 and 2023

services and financial support. Within the program Telo may receive up to CAD 80,000 of reimbursement for its prospective IP costs in addition to strategic input and guidance.

On October 30, 2024, the Company announced that it has amended its agreement with Mayo Clinic, Rochester, Minnesota, US. The amendment is an extension of the Company's relationship with Mayo Clinic to include their participation in Telo's Physician Experience Program SMART, using the Company's TeloViewSMM prognostic test for smoldering multiple myeloma (SMM) patients. SMM is a precursor to active multiple myeloma. The amendment also includes patient samples for the blind validation of TeloViewNDMM, Telo's test for newly diagnosed multiple myeloma (MM) patients. This validation is a final step to enable adding the TeloViewNDMM test as a Laboratory Developed Test (LDT) on Telo's CAP/CLIA and ISO testing menu. The test is designed to identify newly diagnosed MM patients who will relapse on first line therapy within a year, or confirm that these patients are stable in remission on the treatment at the time of testing.

On October 22, 2024, the Company announced that it had presented the most recent performance results of its TeloViewSMM prognostic test for smoldering multiple myeloma patients at the recent International Myeloma Society (IMS) 2024 annual meeting 2024 in Brazil. The new data was based on a comparative analysis between TeloViewSMM's results and the 20-2-20 scoring model, which is currently included in the smoldering myeloma prognostic international guidelines. The TeloViewSMM prognostic test outperformed the 20-2-20 score in identifying both true positive (high risk patients) and true negative (low risk patients). The analysis was conducted on the same cohort of 160 SMM patients. The presented results supersede the performance of all historic attempts to stratify SMM patients to their respective risk of progression to full stage multiple myeloma and presents a viable prognostic product with high sensitivity and specificity to stratify the SMM patients.

On September 10, 2024, the Company announced that it is evaluating its minimal residual disease (MRD) biomarker assay technologies in multiple myeloma (MM) patients as a part of the TELO-DMRD clinical validation study. Telo's MRD assays are being evaluated utilizing Adaptive Biotechnologies' clonoSEQ assay technology as a component of Telo's ongoing MRD clinical trial, TELO-DMRD (NCT05530096), being conducted with McGill University, Montreal, Canada. Telo will utilize clonoSEQ® assay technology to validate the sensitivity of its MRD assay and help to establish the clinical utility of TELO-DMRD for MRD enumeration. McGill is participating in the development of two MRD assessment prognostic tests with Telo Genomics. Telo's announced MRD evaluation study conducted with Adaptive Biotechnologies is planned to include up to ten patients that will be followed up over time. The study is open to expansion based on initial results. The first patient samples have already been analyzed.

On August 13, 2024, the Company announced that the US Centres of Medicare & Medicaid Services (CMS) which regulates the medical laboratories in the USA, has awarded Telo its Clinical Laboratory Improvement Amendment ("CLIA") certificate of registration, as a certified medical clinical laboratory. Telo's registration is within the international stream of CLIA.

The CLIA registration and accreditation allows Telo to offer its clinical laboratory services within the USA. The CLIA accreditation also allows the Company to develop and validate its novel TeloView prognostic products and distribute them in the USA and all other international jurisdictions that recognize the International CLIA accreditation. This is a crucial step necessary in making the TeloView diagnostic tests widely available for commercial use and will help advance Telo's platform of prognostic tests across the field of oncology. The CLIA certification, together with the recently achieved CAP accreditation enables Telo to demonstrate to potential US partners the viability of the TeloView prognostic products.

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Telo Genomics Corp.

Management Discussion and Analysis

For the Three and Six Months Ended December 31, 2024 and 2023

On June 21, 2024, the Company announced, that further to its news release dated June 4, 2024, it had closed an over-subscribed, non-brokered, private placement of 3,250,000 units (“Units”) at a price of $0.20 per Unit for gross proceeds of $650,000 (the “Offering”). Each Unit consists of one common share of the Company (a “Common Share”) and one-half of one non-transferable common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to acquire one additional Common Share at a price of $0.40 per Common Share until June 21, 2027. In connection with the Offering, the Company paid a total of $7,000 cash and issued a total of 35,000 finder’s warrants (the “Finder’s Warrants”) as finder’s fees to an arm’s-length finder. Each Finder’s Warrant entitles the holder to acquire one Common Share of the Company at a price of $0.20 per Common Share until June 21, 2025.

On June 18, 2024, the Company announced that the College of American Pathologists (CAP) has recently accepted Telo Genomics’ submission to add Telo’s test for smoldering multiple myeloma (SMM), TeloViewSMM, as a Laboratory Developed Test (LDT) on Telo’s-CAP approved menu of clinical tests.

The validation of TeloViewSMM as a clinical test, was conducted in collaboration with both the Mayo Clinic and the Dana Farber Cancer Institute and showed superior sensitivity (accuracy in identifying high risk patients) of 83% and specificity (accuracy in identifying stable patients) of 76%. The validation was recently published by the American Journal of Hematology (AJH).

On June 12, 2024, the Company announced that results of the development, validation and implementation of its machine learning and Artificial Intelligence (AI) modules, used in its TeloView myeloma diagnostic tests, were presented at the American Society of Clinical Oncology (ASCO) 2024 annual meeting that took place in Chicago, USA between May 30-June 4, 2024.

The presented results described the validation and release of Telo’s proprietary tool, CellSelect-Pro™, that was developed using machine learning and AI platforms, to facilitate high throughput processing of samples while enhancing consistency and accuracy. The tool will favorably impact the sample processing turn-around-time (TAT) with potential cost savings of 20-25% versus manual cell selection in our TeloView myeloma diagnostic tests.

The innovative, proprietary algorithm was developed to identify, quantify and process myeloma plasma cells found in the patients’ samples being tested. Over 5,000 myeloma positive and negative cells were used to train the AI algorithm, which was validated by processing over 20 myeloma patients’ samples. CellSelect-Pro achieved accuracy of >90% and precision of >80% in the conducted validation. The tool was successfully implemented into Telo’s testing workflows.

The primary clinical application for CellSelect-Pro is Telo’s flagship product for smoldering multiple myeloma (SMM) patients, TeloViewSMM, offered now in the USA through the Company’s SMART program (Smoldering Multiple myeloma Assessment of Risk for Transformation). CellSelect-Pro was also implemented in the workflow of Telo’s active MRD (Minimal Residual Disease) clinical trial for treated multiple myeloma patients, conducted in collaboration with the McGill University, Montreal, Canada.

On June 4, 2024, the Company announced a non-brokered private placement of units (“Units”) at a price of $0.20 per Unit for gross proceeds of $600,000 (the “Offering”). Each Unit will consist of one common share of the Company (a “Common Share”) and one-half of one non-transferable common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder to acquire one additional Common Share at a price of $0.40 per Common Share for a period of 36 months from the closing of the offering. In connection with the Offering, the Company may pay a finder’s fee to eligible arm’s length parties. The finder’s fee may consist of a cash fee equal to 7% of the gross proceeds raised under the Offering and finder’s warrants equal in number to 7% of the Units sold under the Offering. Each finder’s


Telo Genomics Corp.
Management Discussion and Analysis
For the Three and Six Months Ended December 31, 2024 and 2023

warrant will entitle the holder to acquire one Common Share of the Company at a price of $0.20 per Common Share for a period of 12 months from the closing of the offering.

On May 30, 2024, the Company announced that the manuscript titled, "Three-dimensional telomere profiling predicts risk of progression in smoldering multiple myeloma" was accepted for publication in the American Journal of Hematology. The article describes the significant results achieved with Telo's prognostic test for smoldering multiple myeloma.

On May 15, 2024, the Company announced a collaboration with Emery Pharma, a contract research organization. The collaboration provides a framework for both parties to offer value added information to address complex pharma and diagnostics unmet needs.

On April 10, 2024, the Company announced that the Accreditation Committee of the College of American Pathologists ("CAP") awarded accreditation to the Company's laboratory at the MaRS Center.

On April 2, 2024, the Company announced that patient recruitment for the MRD clinical trial has been initiated, with several patient samples received and processed to date. Also, due to institutional interest and to accelerate the study, Telo and its collaborators at the Jewish General Hospital and McGill University have expanded the study to include three additional prominent hospitals in the Montreal area. Now, patients diagnosed with multiple myeloma at the Lakeshore Hospital, Montreal General Hospital and the Verdun Hospital will have the opportunity to participate in Telo's MRD clinical study upon undergoing bone marrow transplantation.

On February 13, 2024, the Company announced that it has received the first patient sample for its clinical trial monitoring multiple myeloma disease progression in post-treated patients. The study is being conducted in collaboration with McGill University and the Jewish General Hospital in Montreal, Canada.

On January 30, 2024, the Company announced that it has engaged Trusted Health Advisors to refine and accelerate the Company's go-to-market and partnership deployment plan, and to facilitate the implementation of Telo's biomarker services for basic and clinical research and clinical diagnostic applications in multiple myeloma and the broader cancer field. The program will include facilitating partnerships and collaborations with basic and clinical researchers, biopharmaceutical companies, clinical research organizations (CROs), clinical laboratories, and oncology providers and health care systems.

On December 8, 2023, the Company announced that Kris Weinberg stepped down as Chief Executive Officer of the Company. The Company appointed its founder, Dr. Sabine Mai as the interim Chief Executive Officer.

On December 6, 2023, the Company announced its attendance at the American Society of Hematology (ASH) annual meeting in San Diego to be held December 9-12, 2023. The Company presented the repeatability analytical validation data of its lead product TeloView SMM, while interacting with a global group of physicians and researchers and educating on the importance of telomere-based assessment of Smoldering Multiple Myeloma).

On November 16, 2023, the Company announced the initiation of its Physician Experience Program – SMART.

On November 7, 2023, Telo announced that it had advanced to the final stage of accreditation from the College of American Pathologists. This is an important accreditation milestone achieved towards full commercial availability. The Company may now proceed to an external assessment audit, the final step to receiving the highly valued CAP accreditation.

14


15

Telo Genomics Corp.

Management Discussion and Analysis

For the Three and Six Months Ended December 31, 2024 and 2023

On November 1, 2023, the Company announced that the American Society of Hematology (ASH) has accepted the results of TeloView-SMM technical repeatability validation for presentation at their annual meeting in December of this year. The 65th ASH Annual Meeting and Exposition will take place December 9-12, 2023, in San Diego, California.

On October 26, 2023, the Company announced that it received its Certificate of Accreditation of ISO 15189. The certification also validates Point-of-Care Testing (POCT), which authorizes Telo to internationally offer its developed tests from its central laboratory in Toronto, located at the MaRS Discovery District.

On October 17, 2023, Telo Genomics announced the launch of its TeloViewSMM to clinicians in the United States. The Company's initial clinical launch will focus on testing for "Smoldering Multiple Myeloma (SMM)" the precursor for Multiple Myeloma, a blood-based bone marrow cancer. Approximately 50% of patients with SMM will develop full Multiple Myeloma. The test is available for physicians to order under the SMART (Smoldering Multiple myeloma Assessment of Risk for Transformation) protocol, an observational study intended for oncology/hematology physicians and their staff in the U.S., to gain experience ordering and utilizing the TeloViewSMM assay.

On October 12, 2023, Telo Genomics announced that it had participated in the International Myeloma Society ("IMS") annual meeting that took place in Athens, Greece during the last week of September 2023. Telo presented positive results in assessing minimal residual disease ("MRD") in multiple myeloma ("MM"). The data presented demonstrated repeatable sensitivity three-fold higher than what is currently being used in clinical practice. The presented results will be published in the journal of Clinical Lymphoma, Myeloma & Leukemia.

On September 6, 2023, the Company announced that it had successfully completed the final assessment and achieved ISO 15189 accreditation. ISO 15189 is the international standard specific for clinical laboratories. The ISO 15189 accreditation qualifies Telo to offer its TeloView tests as laboratory developed tests (LDTs) for clinical use from its central laboratory in Toronto. In achieving the ISO 15189 accreditation, Telo underwent a rigorous assessment that was conducted by Accreditation Canada Diagnostics. The assessment covered Telo's quality management system (QMS), laboratory information system (LIS), technical competence, and proficiency in conducting high value molecular diagnostics tests. Telo achieved over 90% compliance in the conducted assessment.

On August 28, 2023, the Company provided an update on the planned launch of the TeloView-SMM (Smoldering Multiple Myeloma) assay in the fourth quarter of this year. The test will be introduced to clinicians as a Research Use Only (RUO) tool via Telo's new physician experience program. The program, designated as SMART (Smoldering Multiple myeloma Assessment of Risk for Transformation), is intended for oncology/hematology physicians and their staff in the U.S. to gain experience ordering and utilizing the TeloView SMM assay.

QUARTERLY AND ANNUAL PERFORMANCE

The Company recorded a net loss of $614,217 and $1,166,981 for the three and six months ended December 31, 2024, compared to a net loss of $835,145 and $1,507,694 for the comparable periods.

The overall increased net loss decrease can largely be attributable to cost reductions with respect to the general and administrative expenses offset by increased research and development costs associated with the lab.


Telo Genomics Corp.
Management Discussion and Analysis
For the Three and Six Months Ended December 31, 2024 and 2023

The Company incurred research and development costs of $387,261 and $732,369 for the three and six months ended December 31, 2024, compared to expenses from research and development activities of $357,981 and $675,464 in the comparable periods. The Company is focused on specific research and development activities and has increased such activity over the prior periods as it aims to move towards commercialization.

The following outlines the details of research and development costs and certain variances:

Dec 2024 $ Dec 2023 $ Variance $
Depreciation 8,692 20,055 (11,363)
Advertising and Promotion 37,090 50,553 (13,463)
Management and consulting fees 114,243 120,816 (6,573)
Legal expenses 46,267 24,712 21,555
Share based compensation - 29,198 (29,198)
Wages and benefits 246,762 229,379 17,383
Office, administration and other expenses 20,411 34,690 (14,279)
Lab costs 258,904 166,061 92,843
732,369 675,464 56,905

Certain variances in the Company's research and development above resulted primarily from the following factors:

  • Lab costs – The increase is largely related to a new agreement for clinical services.

The Company incurred general and administrative costs of $248,541 and $456,197 during the three and six months ended December 31, 2024, compared to expenses from general and administrative activities of $477,164 and $832,230 for the comparable periods.

The following outlines the details of general and administrative costs and certain variances:

Dec 2024 $ Dec 2023 $ Variance $
Advertising and promotion 2,420 95,756 (93,336)
Depreciation - 800 (800)
Investor relations 30,000 37,500 (7,500)
Management and consulting fees 228,348 395,890 (167,542)
Accounting and legal 22,057 43,820 (21,763)
Insurance 14,537 13,632 905
Regulatory 34,403 39,446 (5,043)
Interest and bank charges 2,360 2,469 (109)
Office, administration and other expenses 42,859 46,608 (3,749)
Wages and benefits 79,213 82,686 (3,473)
Share based compensation - 73,623 (73,623)
456,197 832,230 (376,033)

16


Telo Genomics Corp.
Management Discussion and Analysis
For the Three and Six Months Ended December 31, 2024 and 2023

Certain variances in the Company's general and administrative costs above resulted primarily from the following factors:

  • Advertising and promotion – The Company's advertising and promotion expenses decrease significantly due to management cost reduction measures in calendar 2024.
  • Management and consulting fees – The Company's management and consultant fees for the six months ended December 31, 2024, decreased because of one less executive (former CEO) no longer being with the Company. That executive's pay was included in the management and consulting fees balance for the six months ended December 31, 2023.
  • Share based compensation – The Company did not issue any options for the six months ended December 31, 2024. During the comparative period, the Company recognized share based compensation expense with regards to the December 2022 issuance 1,000,000 options to the former CEO of the Company at an exercise price of $0.35 per share which had vesting terms over 4 years.

SELECTED ANNUAL FINANCIAL INFORMATION

For the year ended June 30 2024 2023 2022
$ $ $
Net loss for the year (2,723,010) (2,820,772) (2,110,454)
Basic/Diluted loss per share (0.04) (0.05) (0.04)
Total assets 965,643 2,925,575 2,883,231

SELECTED QUARTERLY FINANCIAL INFORMATION AND QUARTERLY ANALYSIS

The following table sets forth consolidated financial information for the periods indicated.

Three months ended
December 31, 2024 September 30, 2024 June 30, 2024 March 31, 2024
Revenue $ - $ - $ - $ -
Research and development 387,261 345,108 346,646 340,640
General and administration 248,541 207,656 252,607 275,423
Other (21,585) - - (10,000)
Net loss (614,217) (552,764) (599,253) (606,063)
Basic loss per share (0.01) (0.01) (0.01) (0.01)
Diluted loss per share (0.01) (0.01) (0.01) (0.01)

Telo Genomics Corp.
Management Discussion and Analysis
For the Three and Six Months Ended December 31, 2024 and 2023

Three Months Ended
December 31, 2023 September 30, 2023 June 30, 2023 March 31, 2023
Revenue $ - $ - $ - $ -
Research and development 357,981 317,483 346,670 304,012
General and administration 477,164 355,066 508,202 406,873
Net loss (835,145) (672,549) (854,872) (710,885)
Basic loss per share (0.01) (0.01) (0.02) (0.01)
Diluted loss per share (0.01) (0.01) (0.02) (0.01)

*Some items on the Statements of Loss and Comprehensive loss are not summarized in the tables above.

LIQUIDITY AND CAPITAL RESOURCES

The Company's Tests are at an early stage of development, and, accordingly, the Company does not generate cash from operations and finances its operations by raising capital through equity issuances and other means.

Sources and Uses of Cash

As at December 31, 2024, the Company had cash resources of $2,248,403 compared to $796,020 as at June 30, 2024. As at December 31, 2024, the Company had working capital of $1,710,905 compared to working capital of $543,446 as at June 30, 2024.

Funding Requirements

As the Company does not currently earn revenue, it is required to finance its operating expenditures and capital costs. Operational activities were financed by previous capital raises.

The Company expects to finance its ongoing development costs by issuing equity to prospective investors that have expressed an interest in becoming shareholders of the Company and is currently in discussions with such investors. The Company will consider investments through public or private financings. The Company's development programs are modular and can be scaled to accommodate the Company's financing strategy and timing.

Contractual Obligations

The Company renewed its agreement (the "MaRS Renewal") for lease of office and laboratory space at MaRS Discovery District for a period of one-year effective November 1, 2022, until October 31, 2023. In accordance with the lease renewal the Company committed to payments of $8,925 per month. In October 2023, the Company extended the agreement for a period of six months effective November 1, 2023, until April 30, 2024 with monthly payments of $9,750. This agreement was further extended on May 1, 2024 for a period of five months with monthly payments of $9,750. The Company further extended this agreement for a period of six months effective October 1, 2024, until March 31, 2025 with monthly payments of $10,550.

Liquidity Risk

The Company manages liquidity risk through maintaining sufficient cash to finance its operations and seeking financing from existing shareholders and outside investors as required. If the Company will have a working capital deficiency, it may not be able to pay continuing obligations as they become due such as the lease payments in "Contractual Obligations" above. The Company intends to satisfy its continuing operating expenditures through existing cash on hand and under future equity offerings. Using the


Telo Genomics Corp.
Management Discussion and Analysis
For the Three and Six Months Ended December 31, 2024 and 2023

proceeds from the recently completed non-brokered private placement financing is directed toward the validation and commercialization of its lead application for smoldering multiple myeloma, for further implementation of automation, machine learning and artificial intelligence to its technology workflow, other working capital and general corporate purposes. The Company will continue to be dependent on raising capital through equity issuances and other means, including the pursuit of non-dilutive grant funding, as required until and unless it achieves the commercialization of its tests and generates profit from its operations. If financing is not available on reasonable terms as a result of external factors, such as disruptions in the capital markets, the Company's liquidity may be affected.

OUTSTANDING SHARE CAPITAL

As of the date of this document, the Company had 100,018,933 common shares issued and outstanding, 1,706,143 share purchase options outstanding, and 34,435,880 share purchase warrants outstanding.

RELATED PARTY TRANSACTIONS

Key personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company. The Chief Executive Officer, Chief Financial Officer and the Company's directors are considered key personnel.

In addition to their salaries, the Company also provides non-cash benefits and participation in the Stock Option Plan. The following table details the compensation to key management personnel and directors:

Dec 31, 2024 Dec 31, 2023
Management and consulting fees - Kris Weinberg, former CEO $ - $ 196,852
Share-based compensation - Kris Weinberg, former CEO - 73,623(1)
Management consulting fees and benefits - Sherif Louis, President and CTO 99,061 82,905
Management and consulting fees - Christopher Ross, CFO 30,000 30,000
Management and consulting fees - John Meekison, former Director 9,000 9,000
Management and consulting fees - Ronald McGlennen, Director 20,779 20,437
Management and consulting fees - Dr. Sabine Mai, Interim CEO and Director 15,000 15,000
Share-based compensation – Dr. Sabine Mai, interim CEO and Director - 29,198(1)
Management and consulting fees - Guido Baechler, Director 41,557 40,873
$ 215,397 $ 497,888

(1) Share-based payments are the fair value of options granted to key management personnel and directors of the Company under the Company's Stock Option Plan.

As at December 31 2024, the Company has $159,035 (June 30, 2024 - $110,200) recorded within accounts payable and accrued liabilities relating to amounts payable to key management personnel.


Telo Genomics Corp.
Management Discussion and Analysis
For the Three and Six Months Ended December 31, 2024 and 2023

CRITICAL ACCOUNTING ESTIMATES

The preparation of consolidated financial statements requires management to use judgment in applying its accounting policies and estimates and assumptions about the future.

Estimates and other judgments are continuously evaluated and are based on management's experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances.

Significant estimates

The preparation of the consolidated financial statements in accordance with IFRS requires the Company to make estimates when applying accounting policies. The most significant estimates are as follows:

  • Share-based compensation - The fair value of share-based payments and warrants is subject to the limitations of the Black-Scholes option pricing model that incorporates market data and involves uncertainty in estimates used by management in the assumptions. Because the Black-Scholes option pricing model requires the input of highly subjective assumptions, including the volatility of share prices, changes in subjective input assumptions can materially affect the fair value estimate.

The Company is a research and development stage company and as such is primarily dependent on the funding of new investors to continue as a going concern. In the future, the Company's ability to continue as a going concern will be dependent upon its ability to attain profitable operations and generate funds therefrom, and to continue to obtain borrowings from third parties sufficient to meet current and future obligations and/or restructure the existing debt and payables.

CHANGES IN OR ADOPTION OF ACCOUNTING POLICIES

The Company's principal accounting policies are outlined in the Company's annual audited financial statements for Fiscal Year 2024.

OFF-BALANCE SHEET ARRANGEMENTS

TELO has no material undisclosed off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on its results of operations, financial condition, revenues or expenses, liquidity, capital expenditures or capital resources that is material to investors.

PROPOSED TRANSACTIONS

At present, there are no proposed asset or business acquisitions nor dispositions.

FINANCIAL INSTRUMENTS AND RISKS AND FINANCIAL RISK MANAGEMENT

(i) Market risk

The Company is exposed to foreign exchange risk, the risk that the fair value of future cash flows for financial instruments will fluctuate because of changes in foreign exchange rates, due to its United States dollar denominated cash and accounts payable and accrued liabilities. As at December 31, 2024 the Company had no cash and $202,154 (2024 – $109,733) in accounts payable and accrued liabilities denominated in the United States dollar. A 10% change in the value of the US dollar against the Canadian dollar would not result in a material effect on net loss for the year. The Company is not exposed to any significant interest risk as it does not have any variable rate borrowings.

20


Telo Genomics Corp.
Management Discussion and Analysis
For the Three and Six Months Ended December 31, 2024 and 2023

(ii) Credit risk

Credit risk is the potential that customers or a counterparty to a financial instrument fail to meet their obligation to the Company. The Company believes this risk to be low as there are no trade receivables as no revenues have been earned to December 31, 2024. Additionally, amounts receivable are primarily composed of government remittances receivable in which the Company believes the collection risk is low. Additionally, the Company mitigates credit risk by holding all cash in a chartered bank.

(b) Risks arising from financial instruments

(iii) Liquidity risk

Liquidity risk is the risk the Company will encounter difficulties in meeting its financial obligations as they become due. The Company manages liquidity risk through cash management. In managing liquidity risk, the Company maintains access to equity markets, the availability of which is dependent on market conditions. The Company monitors its requirements regularly. All financial liabilities are current and due within the next twelve months.

(c) Capital management

The Company’s objective when managing capital is for the Company to safeguard the entity’s ability to continue as a going concern, so that it can continue to explore and develop its research to ultimately provide returns for shareholders and benefits for other stakeholders.

The Company sets the amount of capital in proportion to risk and manages the capital structure and makes adjustments to it in light of changes to economic conditions and the risk characteristics of the underlying assets as with consideration of externally imposed capital requirements. In order to maintain or adjust the capital structure, the Company may issue new shares or attempt to obtain debt financing.

The Company’s management of capital as of December 31, 2024, consists of cash and the components of shareholders’ equity in the definition of capital. There were no changes in the Company’s approach to capital management during the current fiscal year. The Company is not subject to externally imposed capital requirements.

SUBSEQUENT EVENTS

Subsequent to December 31, 2024, 12,000 options expired unexercised.

RISKS AND UNCERTAINTIES

Early Stage Development and Scientific Uncertainty

TELO’s tests are at an early stage of development. Significant additional investment in development and validation, technology transfer to clinical settings and regulatory submissions of such tests is required prior to commercialization. There can be no assurance that any such tests will actually be approved. The development and regulatory processes may require access to inputs and resources or the achievement of certain outcomes which may not be available to the Company in sufficient amounts or in a timely fashion to allow the Company to complete the development or receive regulatory approval of any product or process. A commitment of substantial time and resources is required to conduct research and clinical trials if the Company is to complete the development of any test or process. It is not known whether any of

21


Telo Genomics Corp.
Management Discussion and Analysis
For the Three and Six Months Ended December 31, 2024 and 2023

these test or process candidates will meet applicable health regulatory standards and obtain required regulatory approvals, whether such tests can be produced in commercial quantities at reasonable costs and be successfully marketed or if the Company's investment in any such tests will be recovered through sales or royalties.

No Assurance of Successful Deployment of Tests

The Company must demonstrate each test's safety and efficacy in humans through extensive clinical testing. Safety in humans is not an issue or concern in the case of the current tests because they are non-invasive and performed on blood or tissue samples provided by patients. Questions about general safety must be addressed in any and every application for approval. One of the principle objectives of clinical trials is to show efficacy; that a test reliably provides accurate and useful information. The Company may experience numerous unforeseen events during, or as a result of, the testing process that could delay or prevent the commercialization of any tests, including the following: decreased demand for the tests; impairment of business reputation; withdrawal of clinical trial participants; costs of related litigation and substantial monetary awards to patients or other claimants; loss of revenues; and the inability to commercialize the tests.

Negative Cash Flow from Operations

The Company has continued to incur negative cash flow from operations. The Company anticipates having negative cash flows in future periods and, accordingly, the Company may be required to raise additional funds through the issuance of additional securities to satisfy the Company's general working capital requirements.

The Company expects to continue to incur net losses unless and until such time as one or more of its Tests enter into commercial production and generate sufficient revenue to fund continuing operations, or until such time as the Company is able to offset its expenses against the sale of one or more of its Tests, if applicable. The development of the Company's Tests to commercialization will require the commitment of substantial financial resources. The amount and timing of such expenditures will depend on a number of factors, including the results of the Company's current and future studies and clinical trials, the ability of the Company to receive third party and regulatory approvals of its Tests, the rate at which operating losses are incurred and the execution of any sale or licensing agreements with strategic partners, some of which are beyond the Company's control. There is no assurance that the Company will be profitable in the future.

Dependence on Collaborative Partners, Licensors and Others

The Company's activities will require it to enter into various arrangements with corporate and academic collaborators, licensors, licensees and others for the research, development, clinical testing, manufacturing, marketing and commercialization of its tests. TELO intends to attract corporate partners and enter into additional research collaborations. There can be no assurance, however, that the Company will be able to establish such additional collaborations on favorable terms, if at all, or that its current or future collaborations will be successful. Failure to attract commercial partners for the provision of its tests to patients may result in the Company incurring substantial clinical testing, manufacturing and commercialization costs prior to realizing any revenue from test sales or result in delays or program discontinuance if funds are not available in sufficient quantities.

Should any collaborative partner fail to develop, manufacture or commercialize successfully any test to which it has rights, or any partner's test to which the Company may have rights, the Company's business may be adversely affected. The failure of a collaborative partner to continue to participate in any

22


23

Telo Genomics Corp.

Management Discussion and Analysis

For the Three and Six Months Ended December 31, 2024 and 2023

particular program could delay or halt the development or commercialization of tests generated from such program. In addition, there can be no assurance that the collaborative partners will not pursue other technologies or develop alternative tests, either alone or in collaboration with others, including the Company's competitors, as a means for developing treatments for the diseases targeted by the Company's programs.

Clinical Trials Recruitment

Clinical trials for TELO’s Tests require that TELO identify and procure patient samples for retrospective analysis or enroll patients with the disease under investigation. TELO may not be able to access sufficient patient samples for retrospective analysis or enroll a sufficient number of patients to complete the clinical trials in a timely manner. Procuring samples and patient enrollment is a function of many factors including, but not limited to, design of the study protocol, size of the patient population, eligibility criteria for the study, the perceived risks and benefits of the therapy under study, the patient referral practices of physicians and the availability of clinical trial sites. If TELO has difficulty procuring patient samples or enrolling a sufficient number of patients to conduct the clinical trials as planned, TELO may need to delay or terminate ongoing clinical trials.

Uncertainties Related to Clinical Trials and Test Development

There is no assurance that the Company’s R&D programs will result in commercially viable Tests and in the commercially viable provision of Tests to patients. To achieve profitable operations, TELO must successfully develop, out-license, gain regulatory approval and market its proposed Tests. To obtain regulatory approvals for the Tests being developed and to achieve commercial success, clinical trials must demonstrate that the Tests are reliable for human use and that they demonstrate reproducible outcomes in terms of accuracy and specificity. The Company can make no assurances that any future Tests or clinical trials, if undertaken, will yield favorable results.

Development Costs and Timing

The Company may be unable to initiate or complete the development of its tests on the Company’s currently expected timeline, or at all. The timing for the completion of the studies for the Company’s tests will depend on the Company’s ability to secure funding for these studies and tests, which, in the case of the Company’s myeloma and lung cancer studies, will require funding beyond the Company’s existing cash and cash equivalents and the net proceeds from any future equity offerings. In addition, if regulatory authorities require additional time or studies to assess the safety or efficacy of the Tests, the Company may not have or be able to obtain adequate funding to complete the necessary steps for the approval of its Tests. Additional delays may result if regulatory authorities recommend non-approval or place restrictions on approval. Moreover, the Company may experience delays, or be unable to commence clinical trials or studies, as a result of delays in obtaining approvals from applicable hospital ethics committees and internal review boards, or the failure of such bodies to provide such approvals.

Studies required to demonstrate the safety and efficacy of the Company’s Tests are time-consuming, expensive and together take many years to complete. In addition, approval policies, regulations or the type and amount of clinical data necessary to gain approval may change during the course of the Tests’ clinical development and may vary among jurisdictions. The Company has not obtained regulatory approval for its Tests and it is possible that none of its Tests or any test it seeks to develop in the future will ever obtain regulatory approval. Delays in regulatory approvals or rejections of applications for


24

Telo Genomics Corp.

Management Discussion and Analysis

For the Three and Six Months Ended December 31, 2024 and 2023

regulatory approval in Canada, the United States, Europe and other markets may result from a number of factors, many of which are outside the Company's control.

The lengthy and unpredictable approval process, as well as the unpredictability of future clinical trial results, may result in the Company's failure to obtain regulatory approval to market any of its Tests, which would significantly harm the Company's business, results of operations and prospects.

Lack of Demand

A failure in the demand for TELO’s Tests to materialize as a result of competition, technological change or other factors could have a material adverse effect on the business, results of operations and financial condition of the Company.

Additional Financing Requirements and Access to Capital

The ongoing economic slowdown and downturn of global capital markets has generally made the raising of capital by equity or debt financing more difficult. Access to financing has been negatively impacted by ongoing global economic risks. The Company will require substantial additional funds for further research and development, planned clinical testing, regulatory approvals, the establishment of manufacturing capabilities and, if necessary, the marketing and sale of its Tests. The Company may attempt to raise additional funds for these purposes through public or private equity or debt financing, collaborations with other therapeutic companies, government grants or other sources. There can be no assurance that additional funding or partnerships will be available on terms acceptable to the Company and which would foster the successful commercialization of the Company's Tests. If additional funds are raised through further issuances of equity or convertible debt securities, existing shareholders could suffer significant dilution, and any new equity securities issued could have rights, preferences and privileges superior to those of the Company's Common Shares. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Company to obtain additional capital or to pursue business opportunities, including potential acquisitions. If adequate funds are not obtained, the Company may be required to reduce, curtail or discontinue operations.

Reliance on Key Personnel

The Company is dependent on certain members of its management and scientific staff as well as consultants and contractors, the loss of services of one or more of whom could adversely affect the Company. The contributions of the existing management team to the immediate and near-term operations of the Company are likely to be of central importance. In addition, the Company's ability to manage growth effectively will require it to continue to implement and improve its management systems and to recruit and train new employees. There can be no assurance that the Company will be able to successfully attract and retain skilled and experienced personnel. In addition, an inability to hire, or the increased costs, of new personnel including members of executive management, could have a material adverse effect on the Company's business, financial condition and results of operations.

Use of Proceeds

Although the Company has set out its intended use of proceeds in its press releases, these intended uses are estimates only and subject to change. While management does not contemplate any material variation, management does retain broad discretion in the application of such proceeds. The failure by


25

Telo Genomics Corp.

Management Discussion and Analysis

For the Three and Six Months Ended December 31, 2024 and 2023

the Company to apply these funds effectively could have a material adverse effect on the Company's business, including the Company's ability to achieve its stated business objectives.

Competition

The biotechnology industry is highly competitive, and includes companies with significantly greater financial, technical, human, research and development and marketing resources than TELO. There are companies that compete with TELO's efforts to discover, validate and commercialize diagnostic and prognostic Tests. TELO's competitors may discover and develop products in advance of TELO or products that are more effective than those developed by TELO. As a consequence, TELO's current and future technologies and Tests may become obsolete or uncompetitive, resulting in adverse effects on revenue, margins and profitability. Potential competitors of the Company have or may develop product development capabilities or financial, scientific, marketing and human resources exceeding those of the Company. The Company believes that its ability to compete effectively depends upon many factors both within and beyond the Company's control, including:

  • the usefulness, ease of use, performance and reliability of TELO's Tests compared to its competitors;
  • the timing and market acceptance of TELO's Tests, including developments and enhancements to TELO's Tests;
  • TELO's ability to monetize its Tests;
  • the selection of licensing partners for its Tests with the necessary skills and resources to drive uptake;
  • TELO's marketing and selling efforts;
  • TELO's financial condition and results of operations;
  • changes mandated by legislation, regulatory authorities or litigation;
  • acquisitions or consolidations within TELO's industry, which may result in more formidable competitors;
  • TELO's ability to attract, retain and motivate talented employees;
  • TELO's ability to cost-effectively manage and grow its operations; and
  • TELO's reputation and brand strength relative to that of its competitors.

Slow Acceptance of Tests

The marketplace may be slow to accept or understand the significance of the Company's technology due to its unique nature and the competitive landscape. If the Company is unable to promote, market and sell its Tests and secure relationships with partners and purchasers, the Company's business and financial condition will be adversely affected.

Lack of Test Revenues and History of Losses

To date, TELO has not recorded any revenues. TELO expects to incur additional losses during the periods of research and development, clinical testing and application for regulatory approval of its proposed Tests. The Company will incur losses unless and until such time as payments from corporate collaborations, Test sales or royalty payments generate sufficient revenues to fund its continuing operations.

Limited Operating History

The Company has a limited operating history and, in particular, no history of revenue generation. The Company was incorporated on May 25, 2014 and has yet to generate a profit from its operating activities.


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Telo Genomics Corp.

Management Discussion and Analysis

For the Three and Six Months Ended December 31, 2024 and 2023

The Company is subject to all of the business risks and uncertainties associated with any new business enterprise, including the risk that it will not achieve its growth objective. Although the Company anticipates earning revenue in the future, it will also incur substantial expenses in the establishment of its business.

To the extent that such expenses do not result in revenue gains that are adequate to sustain and expand its business, the Company’s long-term viability may be materially and adversely affected.

Government Regulations

Biotechnology companies operate in a high-risk regulatory environment. The development and sale of diagnostic and prognostic tests is governed by numerous statutes and regulations in the United States, Canada and other countries where the Company intends to market its Tests. The subject matter of such legislation includes controlled research and testing procedures, the production of preclinical and clinical data prior to marketing approval as well as regulation of marketing activities, notably advertising and labelling.

The process of completing clinical testing and obtaining required approvals is likely to take several years and require the expenditure of substantial resources. Furthermore, there can be no assurance that regulators will not require modification to any submissions which may result in delays or failure to obtain regulatory approvals. Any delay or failure to obtain regulatory approvals could adversely affect the ability of the Company to utilize its technology, thereby adversely affecting operations. There is no assurance that the Company will be able to timely and profitably provide its Tests while complying with all of the applicable regulatory requirements.

Rapid Technological Change

The biotechnology industry is characterized by rapid and substantial technological change. There can be no assurance that developments by others will not render the Company’s proposed Tests or technologies noncompetitive, or that the Company will keep pace with technological developments. Competitors have developed or are developing technologies that could be the basis for competitive tests. In addition, alternative forms of diagnosis and prognosis may be competitive with the Company’s Tests.

There is no assurance that the Company will earn profits in the future, or that profitability will be sustained. There is no assurance that future revenues will be sufficient to generate the funds required to continue the Company’s business development and marketing activities. If the Company does not have sufficient capital to fund its operations, it may be required to reduce its sales and marketing efforts or forego certain business opportunities.

Software

The Company’s Tests incorporate software that is highly technical and complex. The Company’s software may now or in the future contain undetected errors, bugs or vulnerabilities. Some errors in the Company’s software codes may only be discovered after the codes have been released. Any errors, bugs or vulnerabilities discovered in the Company’s codes after release could result in damage to the Company’s reputation, loss of users, loss of revenue or liability for damages, any of which could adversely affect the Company’s business and financial results.

Risks Associated with International Operations

The Company intends to market and distribute its Tests and services in Canada and the United States and may distribute its Tests and services in other markets. There are inherent risks in operating in different


27

Telo Genomics Corp.

Management Discussion and Analysis

For the Three and Six Months Ended December 31, 2024 and 2023

geographic markets including but not limited to (i) differing laws governing the importation, marketing and distribution of the Company's Tests or services; (ii) risks associated with exchange rate differentials across the Company's markets, which can lead to fluctuations in demand, revenue and net income; and (iii) differing levels of consumer, business and overall market acceptance of the Company's brand, Tests or services and the demand for the foregoing. The foregoing risks could have an adverse effect on the operations, strategy, business and profitability of the Company.

No Assurance of Active Trading Market

There can be no assurances that an active trading market in the Company's Common Shares on the markets through which the Common Shares trade will be sustained.

Value of Securities

The value of the Company's Common Shares may be reduced for a number of reasons, many of which are outside the control of the Company, including:

  • general economic and political conditions in Canada, the United States and globally;
  • governmental regulation of the biotechnology, health care and pharmaceutical industries;
  • the failure to achieve desired outcomes by the Company or its collaborators;
  • the failure to obtain industry partner and other third party consents and approvals, when required;
  • stock market volatility and market conditions;
  • competition for, among other things, capital and skilled personnel;
  • the need to obtain required approvals from regulatory authorities;
  • revenue and operating results failing to meet expectations in any particular period;
  • investor perception of the biotechnology, health care and pharmaceutical industries;
  • limited trading volume of the Company's Common Shares;
  • announcements relating to the Company's business or the businesses of the Company's competitors; and
  • the Company's ability or inability to raise additional funds.

Dilution to Shareholders

TELO has granted in the past, and may grant in the future, to some or all directors, officers, employees and consultants, options to purchase Common Shares and other stock-based awards as non-cash incentives to those persons, and has issued, and may issue in the future, Common Share purchase warrants in the course of financings. The issuance of Common Shares upon the exercise of the Company's outstanding stock options and Common Share purchase warrants will result in dilution to the interests of shareholders, and may reduce the trading price of the Common Shares. Moreover, the issuance of additional stock options or Common Share purchase warrants, and the exercise of these securities for Common Shares, may have an adverse effect on the interests of shareholders and the market price of the Common Shares.

Any additional issuance of Common Shares or a decision to acquire other businesses through the sale of equity securities may dilute investors' interests, and investors may suffer dilution in their net book value


Telo Genomics Corp.
Management Discussion and Analysis
For the Three and Six Months Ended December 31, 2024 and 2023

per Common Share depending on the price at which such securities are sold. Such issuances may cause a reduction in the proportionate ownership and voting power of all other shareholders. The dilution may result in a decline in the price of the Company's Common Shares.

Litigation

The Company or its directors and officers may be subject to a variety of civil or other legal proceedings, with or without merit. From time to time in the ordinary course of its business, the Company may become involved in various legal proceedings, including commercial, employment and other litigation and claims, as well as governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management's attention and resources and cause the Company to incur significant expenses. Furthermore, because litigation is inherently unpredictable, the results of any such actions may have a material adverse effect on the Company's business, operating results or financial condition.

Protection of Intellectual Property Rights

There is no guarantee that TELO's patent rights comprise all of the rights that the Company needs to be entitled to freely use and commercialize its Tests. If third party patents or patent applications contain claims infringed by the Company's technology and these claims are valid, TELO may be unable to obtain licenses to these patents at a reasonable cost, if at all, and may also be unable to develop or obtain alternative technology. If such licenses cannot be obtained at a reasonable cost, the business could be significantly impacted. Further, the enforceability of the patents owned by the Company may be challenged and the Company's patents could be partially or wholly invalidated following challenges by third parties.

If a third party accuses the Company of infringing its intellectual property rights, or if a third party commences litigation against the Company for the infringement of patent or other intellectual property rights, the Company may incur significant costs in defending such action, whether or not it ultimately prevails. Typically, patent litigation in the pharmaceutical and biotechnology industry is expensive. Costs that the Company incurs in defending third party infringement actions would also include the diversion of management's and technical personnel's time. In addition, parties making claims against the Company may be able to obtain injunctive or other equitable relief that could prevent the Company from further developing discoveries or commercializing its Tests. In the event of a successful claim of infringement against the Company, it may be required to pay damages and obtain one or more licenses from the prevailing third party. If it is not able to obtain these licenses at a reasonable cost, it could encounter delays in Test introductions and the loss of substantial resources while it attempts to develop alternative Tests. Defense of any lawsuit or failure to obtain any of these licenses could prevent the Company or its partners from commercializing available Tests and could cause it to incur substantial expenditure. The Company also relies on its trade secrets, which include information relating to the manufacture, development and administration of its Tests. The protective measures that the Company employs may not provide adequate protection for its trade secrets. This could erode the Company's competitive advantage and materially harm its business. The Company cannot be certain that others will not independently develop the same or similar technologies on their own, gain access to trade secrets, disclose such technology or that the Company will be able to meaningfully protect its trade secrets and unpatented knowhow and keep them secret.

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29

Telo Genomics Corp.

Management Discussion and Analysis
For the Three and Six Months Ended December 31, 2024 and 2023

Reliance on Third Parties

The Company will rely on independent clinical investigators, contract research organizations and other third-party service providers to assist it in managing, monitoring and otherwise carrying out clinical trials. TELO is reliant on or has contracted with, and plans to continue to contract with, certain third parties to provide certain services, including site selection, enrolment, monitoring and data management services. Although TELO depends heavily on these parties, TELO does not control them and, therefore, cannot be assured that these third parties will adequately perform all of their contractual obligations to TELO. If TELO's third-party service providers cannot adequately fulfill their obligations to TELO on a timely and satisfactory basis, if the quality or accuracy of clinical trial data is compromised due to failure by third parties to adhere to TELO's protocols or regulatory requirement or if such third parties otherwise fail to meet deadlines, TELO's development plans may be delayed or terminated.

No Sales, Marketing or Distribution Experience

TELO has limited sales, marketing or distribution experience. The Company intends to rely heavily on third parties to launch and market its Tests, if approved. However, if the Company elects to develop internal sales, distribution and marketing capabilities, it will need to invest significant financial and management resources. For Tests where the Company decides to perform sales, marketing and distribution functions itself, the Company could face a number of additional risks, including: (i) that it may not be able to attract and build a significant marketing or sales force; (ii) that the cost of establishing a marketing or sales force may not be justifiable in light of the revenues generated by any particular Test; and (iii) that direct sales and marketing efforts may not be successful. If the Company is unable to develop its own sales, marketing and distribution capabilities, it will not be able to successfully commercialize its Tests, if approved, without reliance on third parties.

Potential Product Liability

There is no assurance that unforeseen adverse events or defects will not arise in the Company's Tests. Adverse events could expose the Company to product liability claims or litigation, resulting in the removal of the regulatory approval for the relevant Tests or monetary damages being awarded against the Company. In such event, the Company's liability may exceed the Company's insurance coverage.

Volatility of Share Price, Absence of Dividends and Fluctuation of Operating Results

Market prices for the securities of biotechnology companies, including diagnostic and prognostic product companies have historically been highly volatile. Factors such as the fluctuation of the Company's operating results, announcements of technological innovations, patents or new commercial products by the Company or its competitors, results of clinical testing, regulatory actions or public concern over the safety of therapeutic products and other factors could have a significant effect on the share price or trading volumes for the Company's Common Shares. TELO has not paid dividends to date and does not expect to pay dividends in the foreseeable future.

Conflict of Interest

Certain of the directors and senior officers of the Company may, from time to time, be employed by or affiliated with organizations which have entered into agreements or will enter into agreements with TELO. As disputes may arise between these organizations and TELO, or certain of these organizations may undertake or have undertaken research with competitors of TELO, there exists the possibility for such persons to be in a position of conflict. Any decision or recommendation made by these persons involving


30

Telo Genomics Corp.
Management Discussion and Analysis
For the Three and Six Months Ended December 31, 2024 and 2023

TELO will be made in accordance with his or her duties and obligations to deal fairly and in good faith with TELO and such other organizations. In addition, as applicable, such directors and officers will refrain from voting on any matter in which they have a conflict of interest.

Reporting Issuer Status

As a reporting issuer, the Company is subject to reporting requirements under applicable securities law and stock exchange policies. Compliance with these requirements increases legal and financial compliance costs, makes some activities more difficult, time consuming and costly and increases demand on existing Company systems and resources. Among other things, the Company is required to file annual, quarterly and current reports with respect to its business and results of operations and maintain effective disclosure controls and procedures and internal controls over financial reporting. In order to maintain and, if required, improve disclosure controls and procedures and internal controls over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management's attention may be diverted from other business concerns, which could harm the Company's business and results of operations. The Company may need to hire additional employees to comply with these requirements in the future, which would increase its costs and expenses.

Use and Storage of Personal Information and Compliance with Privacy Laws

The Company may receive, store and process personal information and other customer or patient data, including addresses, telephone numbers and images of government identification. As a result, the Company must comply with the numerous federal, provincial and local laws in Canada and abroad relating to the collection, use, disclosure, storage and safeguarding of personal information. Any failure or perceived failure by the Company to comply with its privacy policies, privacy-related obligations to customers or other third parties or privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other customer data, may result in governmental enforcement actions, fines or litigation.

Forward-Looking Statements May Prove Inaccurate

Investors are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, known and unknown risks and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking information or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate.

ADDITIONAL INFORMATION

Additional information relating to the Company can be found on SEDAR+ at www.sedarplus.ca.