KLOTHO NEUROSCIENCES (KLTO) ANNOUNCES MUTUAL TERMINATION OF SHARE EXCHANGE AGREEMENT WITH SKYBELL TECHNOLOGIES (SKYBELL), TO CONTINUE ITS FOCUS ON THERAPEUTICS AND LONGEVITY PROGRAMS

Rhea-AI Summary

Klotho Neurosciences (NASDAQ: KLTO) has announced the mutual termination of its Share Exchange Agreement with SkyBell Technologies, originally signed on March 26, 2025. The termination, formalized on June 13, 2025, prevents substantial shareholder dilution that would have resulted in SkyBell owning 90% of KLTO. The decision allows Klotho to maintain its strategic focus on developing therapeutic and longevity programs, particularly targeting neurodegenerative and age-related diseases. CEO Dr. Joseph Sinkule emphasized the company's commitment to developing anti-aging gene and biologic therapies aimed at slowing the aging process and reducing mortality from age-related organ failure. The termination agreement includes no liability for either party.

Positive

• Prevention of 90% shareholder dilution by avoiding new stock issuance to SkyBell
• No financial liability incurred from the termination agreement
• Strategic refocus on core R&D programs in therapeutics and longevity
• Maintained independence in developing anti-aging gene and biologic therapies

Negative

• Termination of a previously announced major strategic transaction
• Loss of potential synergies or benefits that could have come from the SkyBell partnership

Key highlights of the announcement include:

• Elimination of Future Dilution: The Company will no longer be required to issue new common stock to SkyBell, which would have resulted in SkyBell owning 90% of the Company—substantially diluting existing shareholders.
• No Liability: Neither Klotho nor SkyBell will incur any liability as a result of the termination.
• Refocused Strategy: The termination enables Klotho to remain focused on its core assets and to allocate resources and capital toward advancing its primary therapeutic and longevity programs. These include pipeline candidates targeting neurodegenerative and other age-related diseases.

NEW YORK, June 18, 2025 /PRNewswire/ -- Klotho Neurosciences, Inc. (NASDAQ: KLTO) ("Klotho," "KLTO," or the "Company") today announced that on June 13, 2025, it entered into a Termination and Release Agreement with SkyBell Technologies, Inc. ("SkyBell"), formally ending the Share Exchange Agreement previously executed on March 26, 2025.

"Terminating this agreement allows us to remain focused and build shareholder value while fully concentrating on our core R&D programs," said Dr. Joseph Sinkule, CEO of KLTO. "We remain committed to delivering transformative therapies for aging and age-related diseases. We believe that anti-aging gene and biologic therapies can be developed to slow the aging process and ultimately reduce mortality caused by age-related organ failure. We are not far from reaching our strategic milestones toward enabling longer, healthier human lifespans."

About Klotho Neurosciences, Inc. 
Klotho Neurosciences, Inc. (NASDAQ: KLTO) is a biogenetics company focused on the development of innovative, disease-modifying cell and gene therapies using an important human protein derived from the Company's patented form of the "anti-aging" human Klotho gene (s-KL) and their novel gene promoters and delivery systems to transform and improve the treatment of neurodegenerative and age-related disorders such as ALS, Alzheimer's, and Parkinson's disease. The company's current portfolio consists of its proprietary cell and gene therapy programs using DNA and RNA as therapeutics and genomics-based diagnostic assays. The company is managed by a team of individuals and advisors who are highly experienced in biopharmaceutical product development and commercialization.

For more information, contact:
Investor Contact and Corporate Communications - Jeffrey LeBlanc, CFO
jeff@klothoneuro.com

Website: www.klothoneuro.com

Forward-Looking Statements:

This press release contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Without limiting the generality of the foregoing, the forward-looking statements in this press release include descriptions of the Company's future commercial operations. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, such as the Company's inability to implement its business plans, identify and realize additional opportunities, or meet or exceed its financial projections and changes in the regulatory or competitive environment in which the Company operates. You should carefully consider the foregoing factors and the other risks and uncertainties described in the documents filed or to be filed by the Company with the U.S. Securities and Exchange Commission (the "SEC") from time to time, which could cause actual events and results to differ materially from those contained in the forward-looking statements. Copies of these documents are available on the SEC's website, www.sec.gov. All information provided herein is as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement, except as required under applicable law.

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SOURCE Klotho Neurosciences, Inc.

FAQ

Why did KLTO terminate its share exchange agreement with SkyBell Technologies?

KLTO terminated the agreement to avoid 90% shareholder dilution and maintain focus on its core therapeutic and longevity programs targeting neurodegenerative and age-related diseases.

What are the financial implications of KLTO's termination agreement with SkyBell?

Neither Klotho nor SkyBell will incur any financial liability as a result of the termination agreement.

What is KLTO's main business focus after terminating the SkyBell agreement?

KLTO is focusing on developing anti-aging gene and biologic therapies aimed at slowing the aging process and reducing mortality from age-related organ failure.

When was the original share exchange agreement between KLTO and SkyBell signed?

The original Share Exchange Agreement was signed on March 26, 2025, and was terminated on June 13, 2025.

How much ownership would SkyBell have had in KLTO under the original agreement?

Under the original agreement, SkyBell would have owned 90% of KLTO through the issuance of new common stock.