Greenland Mines (NASDAQ: GRML) raises going‑concern doubt despite $48M mining asset
Greenland Mines Ltd (GRML) reports as a dual‑segment company, combining its legacy Biotech R&D programs (including ALS candidate KLTO‑202) with a new Mining segment focused on the Skaergaard palladium‑gold‑platinum project in southeast Greenland, where it now holds an 80% indirect interest.
In March 2026 it acquired Greenland Mines Corp. in an asset acquisition, recording $48.4 million of mineral exploration rights and licenses, and in June invested $3.68 million in AnorTech Inc. via a share exchange. Intangible assets rose to $48.7 million, driving total assets to $65.0 million as of June 30, 2026.
Operations remain pre‑revenue. The company recorded a six‑month net loss of $17.5 million (vs. $6.3 million a year earlier), including $17.0 million in operating and segment expenses and a $2.0 million biotech intangible impairment. Operating cash outflow was $11.8 million; cash was $9.3 million, supported by $14.8 million of equity financings year‑to‑date.
Management discloses substantial doubt about the company’s ability to continue as a going concern without additional capital and notes an ongoing Nasdaq minimum bid‑price deficiency, with possible use of a stockholder‑approved reverse split to aid compliance. Skaergaard and other mineral properties remain non‑producing, with Mineral Resources but no SEC‑defined Mineral Reserves.
Positive
- Acquisition of Skaergaard mineral rights adds $48.4 million in mining assets and establishes a new Mining segment.
- Equity financings and ATM sales provided $14.8 million net cash in the first half of 2026, increasing liquidity.
- Investment in AnorTech equity of $3.68 million gives strategic exposure to downstream processing in Greenland.
Negative
- Six‑month net loss widened to $17.5 million, with operating cash outflow of $11.8 million.
- Management states substantial doubt about the ability to continue as a going concern absent further financing.
- Company faces a Nasdaq minimum bid‑price deficiency, risking potential delisting if compliance is not regained by September 14, 2026.
Filing Explained
Existing holders face a larger share base; Series C conversion and the 35 million dollar Neo North Star deal remain unresolved.
Form 10-Q is the company’s unaudited quarterly report. As of
The increase reflects completed issuances:
The
The proposed Neo North Star acquisition remained incomplete at quarter-end: its agreement calls for
After quarter-end, the company’s rights agreement provided one right per common share, but the rights are not exercisable unless specified 15-percent ownership or tender-offer triggers occur; they expire no later than
Key Figures
Key Terms
Indicated Mineral Resources technical
Inferred Mineral Resources technical
Regulation S-K Subpart 1300 regulatory
going concern financial
emerging growth company regulatory
Stockholder Rights Agreement financial
FAQ
What were Greenland Mines Ltd (GRML)’s key financial results for the six months ended June 30, 2026?
How did the Skaergaard acquisition affect GRML’s balance sheet?
What is Greenland Mines Ltd’s cash position and recent financing activity?
Does GRML face any going concern or listing risks?
What mineral resources has Greenland Mines identified at the Skaergaard Project?
What is GRML’s business model after the 2026 strategic changes?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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Securities registered pursuant to Section 12(b) of the Act:
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As of August 17, 2026, there were
GREENLAND MINES LTD
(formerly known as KLOTHO NEUROSCIENCES, INC.)
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026
TABLE OF CONTENTS
| Page | |||
| PART I. FINANCIAL INFORMATION | 1 | ||
| ITEM 1. | Financial Statements | 1 | |
| Condensed Consolidated Balance Sheets at June 30, 2026 (Unaudited) and December 31, 2025 | 1 | ||
| Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025 | 2 | ||
| Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Six Months Ended June 30, 2026 and 2025 | 3 | ||
| Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 | 4 | ||
| Notes to Unaudited Condensed Consolidated Financial Statements | 5 | ||
| ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 25 | |
| ITEM 3. | Quantitative and Qualitative Disclosures about Market Risk | 33 | |
| ITEM 4. | Controls and Procedures | 33 | |
| PART II. OTHER INFORMATION | 34 | ||
| ITEM 1. | Legal Proceedings | 34 | |
| ITEM 1A. | Risk Factors | 34 | |
| ITEM 2. | Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities | 34 | |
| ITEM 3. | Defaults Upon Senior Securities | 34 | |
| ITEM 4. | Mine Safety Disclosures | 34 | |
| ITEM 5. | Other Information | 34 | |
| ITEM 6. | Exhibits | 34 | |
| SIGNATURES | 35 | ||
i
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
GREENLAND MINES LTD
(formerly known as KLOTHO NEUROSCIENCES, INC.)
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2026 |
December 31, 2025 |
|||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Other current assets | - | |||||||
| Total current assets | ||||||||
| Other assets: | ||||||||
| Intangibles, net | ||||||||
| Investment in equity securities | - | |||||||
| Deposits for property and equipment | ||||||||
| Other non-current assets | - | |||||||
| Total other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Notes payable to related parties | - | |||||||
| Total current liabilities | ||||||||
| Derivative liability | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 11) | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred stock, par value $ | - | |||||||
| Common stock, par value $ | ||||||||
| Common stock to be issued | - | |||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
1
GREENLAND MINES LTD
(formerly known as KLOTHO NEUROSCIENCES, INC.)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| For the Three Months Ended |
For the Three Months Ended |
For the Six Months Ended |
For the Six Months Ended |
|||||||||||||
| June 30, 2026 |
June 30, 2025 |
June 30, 2026 |
June 30, 2025 |
|||||||||||||
| Operating expenses: | ||||||||||||||||
| Professional fees | $ | $ | $ | $ | ||||||||||||
| General and administrative | ||||||||||||||||
| Research and development | ||||||||||||||||
| Exploration and evaluation | - | - | ||||||||||||||
| Total operating expenses | ||||||||||||||||
| Net operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Change in fair value of derivative liability | ( | ) | ( | ) | ( | ) | ||||||||||
| Impairment expense | - | - | ( | ) | - | |||||||||||
| Other income (expense) | ( | ) | ( | ) | ( | ) | ||||||||||
| Total other income (expense) | ( | ) | ( | ) | ( | ) | ||||||||||
| Net loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income taxes | - | - | - | - | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share: Basic and Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average common shares outstanding | ||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
2
GREENLAND MINES LTD
(formerly known as KLOTHO NEUROSCIENCES, INC.)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
| Common Stock | Preferred Stock (Series B, C and D) |
Additional Paid-in |
Common Stock to be | Accumulated | Total Stockholder’s |
|||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Issued | Deficit | Equity | |||||||||||||||||||||||||
| Balance, January 1, 2025 | $ | - | $ | - | $ | $ | - | $ | ( | ) | $ | |||||||||||||||||||||
| Share-based compensation | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Issuance of shares for note payable conversions | - | - | - | - | ||||||||||||||||||||||||||||
| Issuance of equity warrants in connection with convertible debt | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Termination of shares issued during merger under FPA agreement | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, March 31, 2025 | $ | - | $ | - | $ | $ | - | $ | ( | ) | $ | |||||||||||||||||||||
| Share-based compensation | - | - | - | - | ||||||||||||||||||||||||||||
| Issuance of common shares in connection with note conversions | - | - | - | - | ||||||||||||||||||||||||||||
| Issuance of common shares in connection with warrant exercises | - | - | - | - | ||||||||||||||||||||||||||||
| Issuance of common shares in connection with stock subscriptions | - | - | - | - | ||||||||||||||||||||||||||||
| Termination of shares issued during merger under FPA agreement | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Issuance of Preferred B stock for cash | - | - | - | - | - | |||||||||||||||||||||||||||
| Deemed dividend - warrant modification | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | - | $ | $ | - | $ | ( | ) | $ | ||||||||||||||||||||||
| Balance, January 1, 2026 | $ | - | $ | - | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||||||
| - employees | - | - | - | - | ||||||||||||||||||||||||||||
| - non-employees | - | - | ( | ) | - | |||||||||||||||||||||||||||
| Termination of shares issued during merger under FPA agreement | - | - | - | - | - | |||||||||||||||||||||||||||
| Issuance of preferred shares in connection with asset acquisition | - | - | - | - | ||||||||||||||||||||||||||||
| Issuance of common shares for cash | - | - | - | - | ||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | - | $ | ( | ) | $ | |||||||||||||||||||||||
| Share-based compensation - employees | - | - | - | - | ||||||||||||||||||||||||||||
| Issuance of common shares in connection with warrant exercises | - | - | - | - | - | |||||||||||||||||||||||||||
| Issuance of common shares in connection with June 2026 SPA, net of issuance cost | - | - | - | - | ||||||||||||||||||||||||||||
| Issuance of common shares in connection with Anortech share exchange | - | - | - | - | ||||||||||||||||||||||||||||
| Issuance of common stock under the At-the-Market facility | - | - | - | - | ||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | $ | ( | ) | ( | ) | |||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | - | $ | ( | ) | $ | |||||||||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
3
GREENLAND MINES LTD
(formerly known as KLOTHO NEUROSCIENCES, INC.)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Six Months Ended June 30, 2026 |
||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Changes in fair value of derivative liability | ||||||||
| Impairment on intangible assets | - | |||||||
| Interest expense | - | |||||||
| Conversion of debt to equity | - | |||||||
| Stock-based compensation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses | ( | ) | ||||||
| Other current assets | ( | ) | - | |||||
| Other non-current assets | ( | ) | ||||||
| Net cash used in operating activities | $ | ( | ) | $ | ( | ) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Deposits for property and equipment | ( | ) | - | |||||
| Acquisition of mineral exploration rights and exploratory licenses | ( | ) | - | |||||
| Net cash used in investing activities | $ | ( | ) | $ | - | |||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from sale of securities and warrants in February 2026 private placement, net of offering costs | - | |||||||
| Proceeds from June 2026 SPA, net of issuance costs | - | |||||||
| Proceeds from sale of securities under the At-the-Market facility | - | |||||||
| Proceeds from warrants exercises | - | |||||||
| Proceeds from convertible promissory note, net of issuance cost | - | |||||||
| Proceeds from sales of stocks and warrants, net | - | |||||||
| Proceeds from stock subscriptions | - | |||||||
| Proceeds from sale of preferred B shares | - | |||||||
| Payments on notes payable | - | ( | ) | |||||
| Payments for deferred financing costs | - | ( | ) | |||||
| Proceeds from FPA settlement | ||||||||
| Notes payable - related party | ( | ) | ||||||
| Payments on financed director and officer insurance | - | ( | ) | |||||
| Net cash provided by financing activities | $ | $ | ||||||
| NET CHANGE IN CASH | ||||||||
| Cash - Beginning of period | ||||||||
| Cash - End of period | $ | $ | ||||||
| SUPPLEMENTAL NON-CASH FINANCING AND INVESTING ACTIVITIES: | ||||||||
| Note payable settled with issuance of common stock | $ | - | $ | |||||
| Reversal of OID | $ | - | $ | |||||
| Interest payable settled with issuance of common stock | $ | - | $ | |||||
| Issuance of warrants | $ | - | $ | |||||
| Non-cash acquisition of mineral licenses with preferred shares | $ | $ | - | |||||
| Investment in equity securities | $ | $ | - | |||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Interest Paid | $ | - | $ | - | ||||
| Taxes Paid | $ | - | $ | - | ||||
See accompanying notes to the unaudited condensed consolidated financial statements.
4
GREENLAND MINES LTD
(formerly known as KLOTHO NEUROSCIENCES, INC.)
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION
Greenland Mines Ltd (the “Company” or “Greenland Mines”), formerly known as Klotho Neurosciences, Inc., operates through two reportable segments: (1) Mining, focused on the exploration and development of the Skaergaard Project, an undeveloped palladium, gold, and platinum deposit in Southeast Greenland; and (2) Biotech, including the Company’s KLTO-202 primary indication for amyotrophic lateral sclerosis (ALS). Through its March 2026 acquisition of Greenland Mines Corp., the Company holds an
On May 30, 2023, Redwoods Acquisition Corp. (“Redwoods”), a Delaware special purpose acquisition company, entered into a Business Combination Agreement with ANEW Medical, Inc. (“ANEW”), a Wyoming corporation, and related merger subsidiaries, pursuant to which the parties consummated a business combination on June 21, 2024. Following the closing, ANEW continued as the surviving corporation and became a wholly owned subsidiary of Redwoods, and Redwoods changed its name to “ANEW Medical, Inc.” For accounting purposes, the transaction was treated as a reverse acquisition, with ANEW deemed the accounting acquirer and Redwoods treated as the acquired company for financial reporting purposes. Accordingly, the transaction was accounted for as a recapitalization, with the net assets of Redwoods recorded at historical cost and no goodwill or intangible assets recognized. Effective September 17, 2024, the Company changed its legal name from ANEW Medical, Inc. to Klotho Neurosciences, Inc.
On March 4, 2026, the Company entered into an Agreement and Plan of Merger with Greenland Mines Corp., pursuant to which a wholly owned merger subsidiary of the Company was merged with and into Greenland Mines, with Greenland Mines surviving the merger as a wholly owned subsidiary of the Company. Following the closing of the transaction, the Company acquired control of Greenland Mines through this forward merger structure. For accounting purposes, the transaction was evaluated under ASC 805 and determined to represent an asset acquisition, as substantially all of the fair value of the gross assets acquired was concentrated in mineral exploration rights and exploratory licenses. Accordingly, the transaction was accounted for as an asset acquisition, with the purchase price allocated to the acquired assets based on relative fair values and no goodwill recognized.
Effective March 11, 2026, the Company changed its name from Klotho Neurosciences, Inc. to Greenland Mines Ltd.
In connection with the Company’s name change, the stock symbol for the Company’s common stock was changed and the Company’s common stock and warrants began trading under the symbols “GRML” and “GRMLW” on the Nasdaq Capital Market at the start of trading on March 12, 2026. The CUSIP number for the Company’s common stock remains unchanged.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. The Company prepared the Financial Statements, without audit, pursuant to the rules and regulations of the SEC applicable to quarterly reporting on Form 10-Q and reflect, in management’s opinion, all adjustments necessary to present fairly the financial information. All such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements, prepared in accordance with generally accepted accounting principles, have been condensed or omitted as permitted by such rules and regulations. These Financial Statements should be read in conjunction with the consolidated financial statements and related notes included in the 2025 Annual Report. Results of operations for interim periods are not necessarily indicative of annual results.
5
Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Going Concern
The accompanying unaudited condensed consolidated financial statements have been prepared as if the Company will continue as a going concern. The Company has incurred significant operating losses and negative cash flows from operations since inception. As of June 30, 2026, the Company had cash and cash equivalents of approximately $
Use of Estimates
The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Reclassification
Certain prior year amounts have been reclassified for comparative purposes to conform to the current-year financial statement presentation. These reclassifications had no effect on previously reported results of operations and were not material.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.
6
Cash and Cash Equivalents
Cash and cash equivalents represent cash on hand, demand deposits, and other short-term highly liquid investments placed with banks, which have original maturities of three months or less and are readily convertible to known amounts of cash.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Coverage of $
Foreign Currency
The Company’s reporting currency is the U.S. dollar, and the functional currency of the Company and its subsidiaries is the U.S. dollar. Transactions denominated in currencies other than the functional currency, including Canadian dollars, Danish kroner, and Euros, are remeasured into U.S. dollars at the exchange rates in effect on the transaction date. Monetary assets and liabilities denominated in foreign currencies are remeasured at the exchange rates in effect at the balance sheet date. Gains and losses arising from foreign currency transactions and remeasurement are recognized in other income (expense) in the condensed consolidated statements of operations.
Fair Value of Financial Instruments
The assets and liabilities are valued using a fair market basis as defined in the Financial Accounting Standards Board (“FASB”) Accounting Standards Concept (“ASC”) 820, Fair Value Measurement. Fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. The Company uses a three-level hierarchy established by the FASB that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of the fair value hierarchy are described below:
| Level 1: | Quoted prices in active markets for identical assets or liabilities. | |
| Level 2: | Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. | |
| Level 3: | Unobservable inputs with little or no market data available, which require the reporting entity to develop its own assumptions. |
The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
| Fair value measurements at reporting date using: | ||||||||||||||||
| Fair value | Quoted prices in active markets for identical liabilities (Level 1) | Significant other observable inputs (Level 2) | Significant unobservable inputs (Level 3) | |||||||||||||
| Assets: | ||||||||||||||||
| Cash equivalents, June 30, 2026 | $ | $ | $ | - | $ | - | ||||||||||
| Cash equivalents, December 31, 2025 | $ | $ | $ | - | $ | - | ||||||||||
| Liabilities: | ||||||||||||||||
| Representative warrant liabilities, June 30, 2026 | $ | $ | - | $ | - | $ | ||||||||||
| Representative warrant liabilities, December 31, 2025 | $ | $ | - | $ | - | $ | ||||||||||
7
The following tables present a reconciliation of the Level 3 Warrants liabilities:
| For the Three Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Representative warrant liabilities, April 1 | $ | $ | ||||||
| Additions | - | - | ||||||
| Change in fair value | ( | ) | ||||||
| Representative warrant liabilities, June 30 | $ | $ | ||||||
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Representative warrant liabilities, January 1 | $ | $ | ||||||
| Additions | - | |||||||
| Change in fair value | ||||||||
| Representative warrant liabilities, June 30 | $ | $ | ||||||
The warrants are classified in Level 3 due to the use of significant unobservable inputs to determine their fair value. To that extent, the Company utilizes the Black-Scholes option pricing model to determine the fair value of the warrants.
June 30, 2026
| Risk-free interest rate | % | |||
| Expected dividend yield | % | |||
| Expected volatility | % | |||
| Expected life |
The fair value of the Series C Preferred Stock and acquired mineral exploration rights were determined using a combination of valuation approaches, including a discounted cash flow analysis and market-based methods. Significant assumptions used in the valuation included projected future cash flows based on expected mineral production, commodity price assumptions, and discount rates reflective of the risks associated with the underlying assets. Due to the use of unobservable inputs, the valuation is classified within Level 3 of the fair value hierarchy.
Convertible Preferred Shares
The Company determines the accounting for convertible preferred shares in accordance with ASC 480 and ASC 815. Specifically, the preferred shares will initially be assessed to determine whether they should be classified as a liability. Once it has been determined that they should not be classified as a liability, the Company will assess whether i) they should be classified in permanent or temporary equity and ii) if the conversion option should be bi-furcated and recognized as a separate liability. If the conversion option is bi-furcated and recognized as a separate liability it will be initially and subsequently measured at fair value.
Warrants
Warrants are accounted for in accordance with ASC 480 and ASC 815. Warrants that are within the scope of ASC 480 will be recognized as a liability and initially measured at fair value and subsequently re-measured to fair value at the end of each reporting period. If the warrants are not within the scope of ASC 480 the Company will then assess whether the warrants are considered indexed to the Company’s stock in accordance with ASC 815-40. If the warrants are considered indexed to the Company’s stock they will be classified in equity. Otherwise, the warrants will be classified as a liability and initially measured at fair value and subsequently re-measured to fair value at the end of each reporting period.
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As of June 30, 2026, the fair value of the Private Warrant liabilities was $
Investments in Equity Securities
The Company accounts for investments in equity securities in accordance with ASC 321, Investments - Equity Securities. Equity securities with a readily determinable fair value are measured at fair value, with changes in fair value recognized in net loss. For equity securities that do not have a readily determinable fair value and over which the Company does not have significant influence, the Company has elected the measurement alternative under ASC 321-10-35-2, under which the investment is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer.
Each reporting period, the Company performs a qualitative assessment to determine whether an investment measured under the measurement alternative is impaired. If the qualitative assessment indicates impairment, the Company estimates the fair value of the investment and, if fair value is less than the carrying amount, recognizes an impairment charge in net loss equal to the difference. See Note 6.
Intangible Assets
The Company’s intangible assets consist of acquired medical licenses and patents and acquired mineral exploration rights and exploration licenses.
The Company acquires medical licenses for the treatment of medical conditions to market and sell in the future. The initial asset cost is the cost to acquire the license. Once in use, the Company amortizes the license cost over its useful life using the straight-line method. As part of the licensing agreements, the Company acquires patents and records the cost to acquire patents as the initial asset cost. Once the patents are approved and in use, assuming no litigation expenses, the Company amortizes the patent cost over its useful life using the straight-line method. The amortization period will not exceed the lifespan of the protection afforded by the patent. If the expected useful life of the patent is shorter, the Company will use the useful life for amortization purposes. Thus, the shorter of a patent’s useful life or legal life will be used for the amortization period.
Acquired mineral exploration rights and exploration licenses are capitalized at cost and relate to exploration-stage properties that are not yet ready for their intended use. Accordingly, such assets are not amortized. See “Mineral Exploration Rights and Exploration Costs” below.
Mineral Exploration Rights and Exploration Costs
Costs to acquire mineral exploration rights and exploration licenses are capitalized when incurred. Capitalized mineral property acquisition costs relate to exploration-stage properties that are not yet ready for their intended use and, accordingly, are not amortized. Such assets will be amortized on a units-of-production basis if and when the related properties enter production.
Exploration and evaluation costs, including geological and geophysical studies, sampling, drilling, technical studies, and related support costs, are expensed as incurred. Such costs are expensed until technical feasibility and commercial viability of the mineral property have been demonstrated and the property is determined to be economically recoverable. As of June 30, 2026, the Skaergaard Project contained Mineral Resources, as disclosed in the Company’s S-K 1300 Technical Report Summary effective July 3, 2026; however, the Company had not established any Mineral Reserves and had not completed the technical and economic studies necessary to demonstrate the project’s economic recoverability. Accordingly, all exploration and evaluation costs incurred during the three and six months ended June 30, 2026 were expensed as incurred.
Capitalized mineral exploration rights and exploration licenses are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
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Impairment of Long-Lived and Intangible Assets
The Company assesses its long-lived and intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable, and at least annually. Factors considered important, which could trigger an impairment review, include significant underperformance relative to historical or projected future cash flows, significant changes in the manner of use of the assets or in the overall business strategy, and significant negative industry trends. When management determines that the carrying value of a long-lived or intangible asset may not be recoverable, impairment is measured as the excess of the asset’s carrying value over its estimated fair value, and an impairment loss is recognized in the condensed consolidated statements of operations in the period identified.
During the six months ended June 30, 2026, the Company determined that the licenses related to various generic drugs and to four generic drugs (Encore) were fully impaired and recognized impairment expense of $
The Company evaluated its mineral exploration rights and exploration licenses for impairment as of June 30, 2026. Recoverability of these assets is dependent upon future exploration success, the availability of financing, the receipt of regulatory approvals, and the establishment of economically recoverable reserves. As of June 30, 2026, management did not identify any indicators of impairment with respect to the mineral exploration rights and exploration licenses, and no impairment was recognized. The Company determined that the estimated fair value of all other intangible assets exceeded their carrying value, indicating no impairment.
Revenue Recognition
The Company is in a pre-revenue state and does not generate revenue. When the Company commences to derive revenue, those contracts will be accounted for in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606).
Research and Development Cost
Research and development (R&D) costs are expensed as incurred. R&D costs are related to the Company’s internally funded development of the Company’s medical licenses and patents. The Company’s R&D costs were $
Share-based Compensation
The Company accounts for share-based compensation in accordance with the fair value recognition provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 718 and No. 505. The Company issues restricted stock and stock options to employees and consultants for their services. Costs for these transactions are measured at the fair value of the equity instruments issued at the date of grant. These shares are considered fully vested and the fair market value is recognized as an expense in the period granted. The Company recognized consulting expenses and a corresponding increase to additional paid-in-capital related to stock issued for services. For agreements requiring future services, the consulting expense is to be recognized ratably over the requisite service period.
The Company recorded share-based compensation of $
Income Taxes
The Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740, “Income Taxes”. Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized.
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Following the March 2026 acquisition of Greenland Mines Corp., the Company is subject to income tax filing requirements in U.S. federal, various state, and foreign jurisdictions. The Company’s tax returns for 2023 and 2024 are subject to examination by U.S. federal, state, and local tax authorities. Foreign tax returns are subject to examination in accordance with the statutes of the applicable jurisdictions.
The Company reports income tax related interest and penalties within the income tax line item on the consolidated statements of operations. The Company likewise reports the reversal of income tax-related interest and penalties within such line item to the extent the Company resolves the liabilities for uncertain tax positions in a manner favorable to the accruals.
Net Loss Per Share (Basic and Diluted)
Basic net loss per share is computed by dividing net loss by the weighted average number of shares outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares outstanding, plus the number of additional shares that would have been outstanding if the common share equivalents had been issued, if dilutive.
The following table details the net loss per share calculation, reconciles between basic and diluted weighted average shares outstanding, and presents the potentially dilutive shares that are excluded from the calculation of the weighted average diluted common shares outstanding, because their inclusion would have been anti-dilutive:
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Numerator: | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted-average common shares outstanding, basic and diluted | ||||||||||||||||
| Basic and diluted loss per share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
The following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive:
| As of June 30, | ||||||||
| 2026 | 2025 | |||||||
| Warrants | ||||||||
| Preferred Shares C (1) | - | |||||||
| Total potentially dilutive shares | ||||||||
| (1) |
Related Parties
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
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Pursuant to Section 850-10-20 the related parties include (a) affiliates of the Company; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
Segment Information
Operating segments are defined as components of an enterprise for which separate discrete information is available for evaluation by the Chief Operating Decision Maker (“CODM”) or decision-making group in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business as two reportable segments: (i) biotechnology operations focused on research and development activities, and (ii) mineral resource development and exploration. See Note 12 - Segment Information for additional information.
Recent Accounting Pronouncements
Issued but Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires disaggregated disclosure of certain expense categories within relevant income statement captions. As an emerging growth company that has elected to use the extended transition period for complying with new or revised accounting standards, the Company expects to adopt this standard in accordance with the effective dates applicable to private companies. The Company is evaluating the effect of adoption on its disclosures.
The Company does not expect that any other recently issued accounting pronouncements will have a material effect on its condensed consolidated financial statements.
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NOTE 3 — ACQUISITION OF GREENLAND MINES CORP.
Transaction Overview
On March 4, 2026, the Company completed a forward merger pursuant to which Greenland Merger Sub, Inc., a wholly owned subsidiary of the Company, merged with and into Greenland Mines Corp. (“Greenland”), with Greenland surviving as a wholly owned subsidiary (the “Transaction”).
At the acquisition date, Greenland’s assets consisted primarily of mineral exploration rights and early-stage exploration licenses related to the Skaergaard Project in Greenland. Greenland did not have mineral production, revenues, or an organized workforce and the Company concluded that substantially all of the fair value of the assets acquired was concentrated in mineral exploration rights. As such, in accordance with the definition of a business outlined in ASC 805-10-55, the Transaction did not meet the definition of a business and was accounted for as an asset acquisition under ASC 805-50.
The fair value of the consideration transferred, which was more reliably measurable than the fair value of the mineral exploration rights, totaled approximately $
| Fair value of consideration transferred | ||||
| Cash (CAD$ | $ | |||
| Fair value of preferred stock C ( | ||||
| Total consideration transferred | ||||
| Transaction costs of the asset acquisition (a) | ||||
| Total acquisition costs | $ | |||
| Greenland’s identifiable assets acquired and liabilities assumed | ||||
| Mineral exploration rights and exploration licenses | $ | |||
(a)
The following table summarizes the Company’s indefinite lived intangible assets acquired in connection with the Acquisition and their carrying value as of June 30, 2026:
| Acquisition Date | Carrying Value as of | |||||||||||
| Level 3 | June 30, | |||||||||||
| Fair Value | Impairment | 2026 | ||||||||||
| Mineral exploration rights and exploration licenses | $ | $ | - | $ | ||||||||
| Total long-lived assets | $ | $ | - | $ | ||||||||
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Future Development Activities
The Company’s ability to realize value from the acquired mineral interests is dependent on future exploration success, availability of financing, regulatory approvals, technical studies, and the development of mining and processing infrastructure. Costs incurred for ongoing exploration and evaluation activities subsequent to the acquisition date will be accounted for in accordance with the Company’s accounting policies and applicable U.S. GAAP.
Business Plan
The Company’s principal assets consist of mineral exploration rights and exploration licenses related to the Skaergaard Project in Greenland. These mineral properties are non-producing, have not been demonstrated to contain mineral reserves as defined under SEC Regulation S-K Subpart 1300, and have not generated revenues.
The Company’s exploration activities are in an early stage and are focused on evaluating the geological characteristics and mineral potential of the properties. Advancement of the mineral assets is dependent on the results of ongoing and future exploration programs, including geological studies, sampling, and drilling, as well as the completion of technical, environmental, and economic evaluations.
The Company does not have proven or probable mineral reserves and has not determined whether the mineral properties contain economically recoverable mineralization. The establishment of economically recoverable reserves will require additional exploration, permitting, regulatory approvals, and significant capital expenditures. There can be no assurance that the Company’s exploration efforts will result in the identification of mineral reserves, that the properties will be developed into producing mines, or that mining operations will ever commence.
As of June 30, 2026, management has not identified any indicators of impairment related to the Company’s mineral exploration rights and exploration licenses. The mineral properties will continue to be evaluated for impairment in accordance with applicable accounting guidance as exploration activities progress and additional information becomes available.
NOTE 4 — PREPAID EXPENSES
Prepaid expenses consist of prepayment of the premium on Directors and Officers insurance, Nasdaq annual fees, association membership fees, fees related to chartered vessels and equipment for summer fieldwork at the Skaergaard Project, consulting, and Delaware franchise taxes. As of June 30, 2026 and December 31, 2025, prepaid expenses totaled $
NOTE 5 — INTANGIBLE ASSETS
Intangible assets consisted of the following:
| Intangible Assets | June 30, 2026 | December 31, 2025 | ||||||
| Licenses | ||||||||
| Non-Exclusive License Agreement | $ | $ | ||||||
| Various generic drugs | - | |||||||
| Four generic drugs (Encore) | - | |||||||
| Needleless Syringe License | ||||||||
| Patents | ||||||||
| Mineral exploration rights and exploration licenses | - | |||||||
| Total intangible assets, net | $ | $ | ||||||
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Intangible assets are as follows:
| ● | Non-Exclusive License Agreement ($ |
| ● | Various Generic Drugs ($ |
| ● | Four Generic Drugs (Encore) ($ |
| ● | Needleless Syringe License ($ |
| ● | Patents ($ |
| ● | Exclusive World-wide License Agreement – On January 24, 2022, the Company signed an exclusive, world-wide License Agreement with the University of Barcelona for a cell and/or gene therapy that has shown compelling activity in animal models of human Alzheimer’s disease and amyotrophic lateral sclerosis (“ALS” or “Lou Gehrig’s disease”). The gene therapy will also be applied to age-related diseases and rare (“Orphan”) diseases. Beginning on December 15, 2022, the annual license fee is |
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| ● | Mineral exploration rights and early-stage exploration licenses ($ |
The Company’s medical licenses and patents are not currently in use, as the Company is in the pre-revenue stage, and accordingly are not being amortized. Once these licenses and patents are placed in service, they will be amortized on a straight-line basis over their estimated useful lives. The Company’s mineral exploration rights and exploration licenses relate to exploration-stage properties that are not yet ready for their intended use and are not amortized. Such assets will be amortized on a units-of-production basis if and when the related properties enter production. No amortization expense was recognized for the three and six months ended June 30, 2026 or 2025.
NOTE 6 — INVESTMENT IN EQUITY SECURITIES
On June 22, 2026, the Company completed a share exchange with AnorTech Inc. (“AnorTech”), a company listed on the TSX Venture Exchange and quoted on the OTCQB that is engaged in the development of processing technologies for alumina and related industrial materials derived from its anorthosite project in Greenland. Pursuant to the exchange, the Company issued
In connection with the exchange, the Company also received an option to acquire up to an additional
AnorTech is not a related party, and the Company does not have significant influence over AnorTech. Accordingly, the investment is accounted for as an equity security under ASC 321, Investments in Equity Securities, and not under the equity method.
The Company’s investment in AnorTech common stock does not have a readily determinable fair value. The shares are subject to a
The exchange was a nonmonetary transaction. Because the AnorTech shares received do not have a reliably determinable fair value, the Company measured the investment based on the fair value of the consideration given, which was more reliably measurable. The
The Company evaluated the option to acquire additional AnorTech shares under ASC 815 and concluded that it is not a derivative because it does not meet the net settlement criterion. The option provides for gross physical settlement, is a privately negotiated and non-transferable bilateral instrument, and the underlying AnorTech shares are restricted and not readily convertible to cash. The option was determined to have a de minimis fair value at inception, and no amount was allocated to it.
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The investment is classified as a non-current asset, as the
As of June 30, 2026, the carrying value of the investment was $
NOTE 7 — ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of professional fees. The accounts payable and accrued expenses as of June 30, 2026 and December 31, 2025 were $
NOTE 8 — NOTES PAYABLE
As of June 30, 2026 and December 31, 2025, the Company had no third-party notes payable outstanding.
During 2025 and 2024, the Company issued a series of convertible and non-convertible promissory notes, all of which were repaid, converted, or settled during the year ended December 31, 2025.
Austria Capital LLC Convertible Promissory Note
On December 4, 2024, the Company issued a convertible promissory note with a principal amount of $
Red Road Holdings Promissory Note
Between December 2024 and April 2025, the Company entered into three loan agreements with Red Road Holdings with aggregate principal of $
3i LP Institutional Investor Securities Purchase Agreement
On January 23, 2025, the Company entered into a Securities Purchase Agreement with an institutional investor providing for two senior convertible promissory notes with aggregate principal of $
For the six months ended June 30, 2025, the Company recognized interest expense of $
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NOTE 9 — RELATED PARTIES
On October 24, 2024, Dr. Joseph Sinkule and the Company entered into an Employment Agreement for a term of
On August 15, 2024, Mr. Jeffrey LeBlanc and the Company entered into an Employment Agreement for a term of
In connection with the March 2026 acquisition of Greenland Mines Corp., the Company assumed approximately $
NOTE 10 — STOCKHOLDERS’ EQUITY
Equity Incentive Plan
In connection with the Business Combination, the Company’s Board adopted, and the Company’s stockholders approved, the Equity Incentive Plan (“Equity Incentive Plan”). Although the Company does not have a formal policy with respect to the grant of equity incentive awards to the Company’s executive officers, the Company believes that equity awards provide the Company’s executive officers with a strong link to the Company’s long-term performance, create an ownership culture and help to align the interests of the Company’s executives and the Company’s stockholders. In addition, the Company believes that equity awards with a time-based vesting feature promote executive retention because this feature provides incentives for the Company’s executive officers to remain in employment with the Company during the applicable vesting period. Accordingly, the Company’s board of directors periodically reviews the equity incentive compensation of the Company’s executive officers and from time to time may grant equity incentive awards to them.
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During the six months ended June 30, 2026, the Company granted
During the year ended December 31, 2025, the Company granted
During the year ended December 31, 2025, the Company granted
Non-Equity Incentive Plan Shares Issuances
During the six months ended June 30, 2026, the Company granted
During the six months ended June 30, 2026, the Company issued
On February 14, 2026, the Company granted
On February 19, 2026, the Company granted
During the year ended December 31, 2025, the Company granted
During the year ended December 31, 2024, the Company granted
Private Placement
On March 2, 2026, the Company closed and completed the private placement (the “Financing”) contemplated by that certain Securities Purchase Agreement, dated February 19, 2026, by and among the Company and the purchasers named therein (the “Purchasers”).
At the closing of the Offering, the Company issued to the Purchasers an aggregate of
June 2026 Private Placement
On June 15, 2026, the Company entered into a Securities Purchase Agreement with three investors and, at a closing on June 18, 2026, issued
AnorTech Share Exchange
On June 22, 2026, the Company issued
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Warrants
During February 2026, the Company entered into a consulting agreement under which it issued
Warrant Exercises
During the six months ended June 30, 2026, holders of common stock purchase warrants exercised
Modification of Previously Issued Financing Warrants
During the year ended December 31, 2025, the Company reduced the strike price on certain of its issued warrants to induce exercise of the warrants, reducing the exercise price from $
Austria Note Conversion
During the three months ended June 30, 2025, $
3i Note Conversion
During the year ended December 31, 2025, $
Investor Share Purchase
On June 5, 2025, the Company entered into a securities purchase agreement with an accredited investor pursuant to Regulation D of the Securities Act of 1933, as amended. Under the terms of the agreement, the Company issued
Preferred B Shares
On June 9, 2025, the Company conducted a private offering and issued
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Preferred C Shares
On March 4, 2026, the Company purchased mineral exploration rights and exploratory licenses and issued
The Series C Preferred Shares issued in connection with the Greenland Mines transaction had the following rights and privileges:
| ● | Prior to stockholder approval, the holders of the Series C Preferred Shares have no voting rights and are not entitled to vote on any matters submitted to stockholders; | |
| ● | Following stockholder approval, each share shall vote together with the common stock on an as-converted basis; | |
| ● | Prior to stockholder approval, the Series C Preferred Shares are not convertible into common stock; and | |
| ● | Upon stockholder approval, each share is convertible into shares of common stock at a stated conversion ratio |
Pursuant to the Agreement and Plan of Merger dated March 4, 2026, the Company issued
The Company has classified the Series C Preferred Stock within permanent equity. This classification, in accordance with ASC 480, is appropriate as the shares are not redeemable, do not contain any obligations requiring the Company to transfer assets, and do not embody features that would require liability classification under applicable accounting guidance.
The conversion feature embedded in the Series C Preferred Stock was evaluated under ASC 815 to determine whether bifurcation as a derivative instrument was required. The Company concluded that bifurcation is not required, as the conversion option:
| ● | Is indexed to the Company’s own stock based on a fixed conversion ratio; | |
| ● | Does not include any contingent settlement provisions that would require net cash settlement; and | |
| ● | Does not embody any features that are not clearly and closely related to the host equity instrument. |
Accordingly, the conversion feature qualifies for the scope exception for equity-linked instruments and is not required to be separated from the host instrument.
As of June 30, 2026, conversion of the Series C Preferred Stock had not occurred due to the requirement to obtain stockholder approval prior to conversion.
Employee Awards
On March 1, 2026, Greenland Mines Corp., the Company’s wholly owned subsidiary, entered into an Executive Employment Agreement with Mr. Bo Moller Stensgaard in connection with his appointment as President of the subsidiary. The agreement provided for a one-time sign-on cash payment of $
Meteora Agreement
On June 13, 2024, RWOD and Klotho entered into a forward purchase agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP and MSTO, the “Seller”) (the “Forward Purchase Agreement”). Redwoods is the holder of the asset and Sponsor and is also a counterparty to Klotho. Upon Closing of the merger on June 21, 2024 and on September 30, 2024, the value of the contract was $
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During September 2025, the Company entered into a second amendment (the “Second Amendment”) to the Forward Purchase Agreement with MCP which primarily (i) increased the maximum number of shares to
At-the-Market Sales Agreement
On July 3, 2025, the Company entered into a sales agreement with A.G.P./Alliance Global Partners (“A.G.P.”) relating to the sale of newly issued shares of the Company’s common stock. In accordance with the terms of the sales agreement, the Company may offer and sell shares of its common stock having an aggregate offering amount of up to $
During the year ended December 31, 2025, the Company sold
Reverse Stock Split
On June 18, 2026, the Company’s stockholders approved a proposal granting the board authority to effect one or more reverse stock splits at a ratio between
NOTE 11 — COMMITMENTS AND CONTINGENCIES
From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. Although the outcome of the various legal proceedings and claims cannot be predicted with certainty, management does not believe that any of these proceedings or other claims will have a material effect on the Company’s business, financial condition, results of operations or cash flows.
Neo North Star Resources Merger Agreement
On May 20, 2026, the Company entered into an Agreement and Plan of Merger to acquire Neo North Star Resources, Inc., the holder of the Sarfartoq Rare Earth Element Project in Greenland. Total consideration is $
NASDAQ Deficiencies
On September 19, 2025, the Company received a delinquency notification letter from Nasdaq due to the failure of the Company’s common stock to maintain a minimum bid price of $
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On March 19, 2026, the Company received written notification from Nasdaq that the Company has been granted an additional six-month extension until September 14, 2026 to regain compliance with the Bid Price Rule. If the Company fails to timely regain compliance with the Bid Price Rule for
As of June 30, 2026, the closing price of the Company’s common stock was $
Purchase Commitments
In the ordinary course of business, the Company enters into agreements with vendors and service providers, including in connection with the exploration and evaluation of the Skaergaard Project. These arrangements are generally cancelable and do not contain material non-cancelable purchase obligations. As of June 30, 2026, the Company did not have any material non-cancelable purchase commitments that would require separate accrual or disclosure under applicable accounting guidance.
NOTE 12 — SEGMENT INFORMATION
Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. Historically, the Company operated as a single reporting segment, focused on developing essential medicines for the treatment of chronic diseases: cancer, cardiovascular, and neurodegenerative disorders. However, as a result of the asset acquisition that occurred during March of 2026, the Company now reports under two reportable segments: Biotech and Mining. Because the Mining segment was established in connection with that acquisition, comparative segment information for the three and six months ended June 30, 2025 reflects only the Biotech segment.
The Company has two reportable segments: (i) biotechnology operations focused on research and development activities, and (ii) mineral resource development and exploration.
The CODM reviews financial information for each segment, as well as on a consolidated basis, to assess performance, forecast future operating results, and determine the appropriate allocation of resources consistent with the Company’s overall strategic objectives. Operating expenses are reviewed for each segment to monitor budget-to-actual performance. In addition, the CODM utilizes net loss metrics in competitive benchmarking analyses against peer companies within each respective industry, and this analysis, together with budget monitoring, is used in evaluating segment performance and resource allocation decisions.
The following table reflects segment profit or loss, significant expense categories and other segment items regularly provided to the CODM when managing the Company’s reportable segments. A reconciliation to the consolidated net loss for the three and six months ended June 30, 2026 and 2025 is included at the bottom of the tables below.
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| For the Three Months Ended June 30, | ||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||
| Biotech | Mining | Total | Biotech | Total | ||||||||||||||||
| Significant segment expenses | ||||||||||||||||||||
| General and administrative(1) | $ | $ | $ | $ | $ | |||||||||||||||
| Research and development | - | |||||||||||||||||||
| Exploration and evaluation | - | - | - | |||||||||||||||||
| Professional fees | ||||||||||||||||||||
| Interest expense (income) | - | |||||||||||||||||||
| Other segment items | - | |||||||||||||||||||
| Total operating and segment expenses | $ | $ | $ | $ | $ | |||||||||||||||
| Reconciliation of net loss | ||||||||||||||||||||
| Change in fair value of warrant liabilities | $ | ( | ) | |||||||||||||||||
| Consolidated net loss | $ | $ | ||||||||||||||||||
| For the Six Months Ended June 30, | ||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||
| Biotech | Mining | Total | Biotech | Total | ||||||||||||||||
| Significant segment expenses | ||||||||||||||||||||
| General and administrative(1) | $ | $ | $ | $ | $ | |||||||||||||||
| Research and development | - | |||||||||||||||||||
| Exploration and evaluation | - | - | - | |||||||||||||||||
| Professional fees | ||||||||||||||||||||
| Interest expense (income) | - | |||||||||||||||||||
| Impairment expense | - | - | - | |||||||||||||||||
| Other segment items | ( | ) | - | ( | ) | |||||||||||||||
| Total operating and segment expenses | $ | $ | $ | $ | $ | |||||||||||||||
| Reconciliation of net loss | ||||||||||||||||||||
| Change in fair value of warrant liabilities | ||||||||||||||||||||
| Consolidated net loss | $ | $ | ||||||||||||||||||
| (1) |
Segment assets for Mining comprise intangible assets of $
NOTE 13 — SUBSEQUENT EVENTS
The Company has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date these condensed consolidated financial statements were issued, and has determined that the following subsequent events exist:
At-the-Market Sales Agreement
Effective July 4, 2026, the Company terminated the Sales Agreement. No termination penalties were incurred, and no shares remain available for sale under the Sales Agreement.
SK-1300 Technical Summary Report
SLR Consulting (Canada) Ltd. completed and issued its Technical Report Summary (“TRS”), prepared in accordance with S-K 1300, for the Skaergaard precious and critical metals project in southeast Greenland, with an effective date of July 3, 2026.
Stockholder Rights Agreement
On July 21, 2026, the Company’s Board of Directors adopted a Stockholder Rights Agreement, dated July 22, 2026, between the Company and Continental Stock Transfer & Trust Company, as rights agent, and declared a dividend of one right for each outstanding share of common stock, payable August 7, 2026 to stockholders of record as of that date. Each right, once exercisable, entitles the holder to purchase one common share from the Company at an exercise price of $
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References in this report (this “Quarterly Report”) to “we,” “us” or the “Company” refer to Greenland Mines Ltd. References to our “management” or our “management team” refer to our officers and directors. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report, including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual events, performance or results to differ materially from those anticipated in the forward-looking statements, please refer to the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and the Company’s subsequent filings with the SEC. The Company’s filings with the SEC can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview and Recent Developments
On March 4, 2026, we completed the acquisition of Greenland Mines Corp., resulting in a significant strategic transformation. Through the transaction, we acquired an indirect 80% interest in the Skaergaard Project, a large-scale mineral exploration asset located in southeast Greenland, and expanded our business to include mining operations. In connection with the transaction, on March 11, 2026, we changed our legal name from Klotho Neurosciences, Inc. to Greenland Mines Ltd, and our common stock and warrants began trading under the symbols “GRML” and “GRMLW” on the Nasdaq Capital Market effective March 12, 2026.
As a result of the acquisition, we operate through two reportable segments: (i) Biotech and (ii) Mining. Our Biotech segment continues to focus on research and development activities, and our Mining segment focuses on the exploration and development of mineral resources. This expansion represents a significant change in our business strategy and future capital allocation priorities.
Our Biotech segment is focused on the development of therapies for chronic and neurodegenerative diseases. Our biotechnology platform includes a gene therapy platform designed to deliver the “Klotho” protein for the treatment of neurodegenerative diseases, with our lead program, KLTO-202, targeting amyotrophic lateral sclerosis (ALS). We have not generated revenue from these programs, and our biotech activities consist principally of research and development and related licensing arrangements.
On May 20, 2026, we entered into an Agreement and Plan of Merger to acquire Neo North Star Resources, Inc., the holder of the Sarfartoq Rare Earth Element Project in southwest Greenland, from its stockholders, including Neo Performance Materials. Total consideration is $35.0 million, consisting of $20.0 million in cash and $15.0 million in newly issued shares of our common stock. The closing is subject to customary closing conditions, including receipt of required Greenland governmental approval. As of June 30, 2026, the transaction had not closed. See Note 11 to our condensed consolidated financial statements.
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On June 22, 2026, we completed a share exchange with AnorTech Inc., issuing 12,400,000 shares of our common stock in exchange for common shares representing approximately 9.9% of AnorTech’s outstanding common stock, together with an option to acquire additional AnorTech shares. We recorded the investment at $3,682,800. See Note 6 to our condensed consolidated financial statements.
During the six months ended June 30, 2026, we advanced exploration and evaluation activities at the Skaergaard Project, including technical work directed at converting the existing mineral resource estimate to SEC Regulation S-K Subpart 1300 standards, 2026 drill planning, and preparation for summer field programs. Our mineral properties are non-producing and have not been demonstrated to contain mineral reserves as defined under Regulation S-K Subpart 1300, and we expense exploration and evaluation costs as incurred.
Our common stock remains subject to a Nasdaq minimum bid price deficiency, with a compliance period through September 14, 2026. On June 18, 2026, our stockholders approved authority for our Board of Directors to effect one or more reverse stock splits. See “Liquidity and Capital Resources.”
On June 23, 2026, our Audit Committee dismissed BCRG Group as our independent registered public accounting firm and approved the appointment of Simon & Edward LLP (“Simon & Edward”), following Simon & Edward’s acquisition of BCRG’s attest business. BCRG’s audit reports on our financial statements for the years ended December 31, 2025 and 2024 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, other than the going-concern explanatory paragraph previously disclosed. During the years ended December 31, 2025 and 2024, and through June 23, 2026, there were no disagreements with BCRG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, and no reportable events, other than the material weaknesses in internal control over financial reporting previously disclosed in our Annual Report on Form 10-K. We did not consult with Simon & Edward on any accounting or auditing matters prior to its engagement.
Results of Operations
We have not generated any operating revenues to date. To date, the Company’s operations have consisted of acquiring our licensed platforms and patents, and planning for the Business Combination. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as our expenses associated with planning our research and clinical testing operations.
Results of Operations for the Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025
Revenues
The Company had no revenue for the three months ended June 30, 2026 and 2025.
Operating Expenses
Our operating expenses for the three months ended June 30, 2026 were approximately $5.5 million compared to approximately $1.9 million for the three months ended June 30, 2025, an increase of approximately $3.6 million, or 189.0%. The increase was primarily attributable to higher professional fees, continued research and development activities, and exploration and evaluation costs incurred following the acquisition of Greenland Mines Corp.
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Professional fees increased by approximately $3.0 million, or 327.0%, to approximately $3.9 million for the three months ended June 30, 2026 from approximately $0.9 million for the three months ended June 30, 2025. The increase was primarily attributable to:
| ● | approximately $1.8 million of additional legal, accounting, consulting and advisory costs associated with public company reporting requirements, regulatory compliance matters and strategic initiatives; |
| ● | approximately $0.8 million of professional services related to capital markets activities, financing transactions and investor relations initiatives; and |
| ● | approximately $0.4 million of transaction support, technical consulting and mining-related professional services incurred following the acquisition of Greenland Mines Corp. and in connection with evaluating and advancing the Company’s mineral exploration activities. |
General and administrative expenses decreased by approximately $0.2 million, or 21.0%, to approximately $578,000 for the three months ended June 30, 2026 from approximately $730,000 for the three months ended June 30, 2025. The decrease was primarily attributable to lower corporate overhead and administrative costs compared to the prior-year period, partially offset by payroll, insurance, travel and infrastructure costs associated with supporting the Company’s expanded operations following the Greenland Mines acquisition.
Research and development expenses increased by approximately $162,000, or 68%, to approximately $401,000 for the three months ended June 30, 2026 from approximately $239,000 for the three months ended June 30, 2025. The increase was primarily attributable to continued spending on the Company’s biotechnology programs, including scientific development efforts, third-party research activities and intellectual property development initiatives.
The research and development expenses by program for the three months ended June 30, 2026 and 2025 are as follows:
| Program | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | ||||||
| KLTO-101 and KLTO-202 | $ | 231,377 | $ | 238,700 | ||||
| Klotho Clock | 119,285 | - | ||||||
| New Development | 30,000 | - | ||||||
| Other | 19,874 | - | ||||||
| Total | $ | 400,536 | $ | 238,700 | ||||
Exploration and evaluation expenses were approximately $561,000 for the three months ended June 30, 2026 compared to $0 for the three months ended June 30, 2025. The expenses were incurred following the acquisition of Greenland Mines Corp. and related primarily to exploration activities at the Skaergaard Project in Greenland. These expenditures consisted of drilling supplies, camp operations, logistics support, sample analysis, rentals and other field exploration activities.
The exploration and evaluation expenses by category were as follows:
| Category | Three Months Ended June 30, 2026 | |||
| Drilling Costs and Supplies | $ | 197,780 | ||
| Camp and Logistics | 179,650 | |||
| Assay and Sample Analysis | 3,925 | |||
| Equipment Rental - Mining | 1,095 | |||
| Other Exploration and Evaluation Activities | 178,580 | |||
| Total Exploration and Evaluation Expense | $ | 561,030 | ||
The drilling costs and supplies category primarily consisted of drilling consumables, sample handling materials, field equipment and related exploration support costs. Camp and logistics costs consisted primarily of transportation, camp operations, accommodations, communications, field support and related logistics required to conduct exploration activities in Greenland. Assay and sample analysis costs consisted of laboratory testing and sample processing activities. Equipment rental costs related to specialized equipment utilized in exploration programs.
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Net Loss
For the three months ended June 30, 2026, we incurred a net loss of $3,685,060 compared to a net loss of $4,093,231 for the three months ended June 30, 2025. The decrease in net loss was primarily due to decrease in professional fees, partially offset primarily by increases in interest expense, research and development efforts and general and administrative costs.
Results of Operations for the Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025
Revenues
The Company had no revenue for the six months ended June 30, 2026 and 2025.
Operating Expenses
Our operating expenses for the six months ended June 30, 2026 were approximately $15.0 million compared to approximately $3.5 million for the six months ended June 30, 2025, an increase of approximately $11.5 million, or 331%. The increase was primarily attributable to increases in professional fees, general and administrative expenses, research and development expenses, and exploration and evaluation costs incurred following the acquisition of Greenland Mines Corp.
Professional fees increased by approximately $5.2 million, or 317%, to approximately $6.9 million for the six months ended June 30, 2026 from approximately $1.7 million for the six months ended June 30, 2025. The increase was primarily attributable to:
| ● | approximately $2.7 million of additional legal, accounting, consulting and advisory costs associated with public company reporting requirements, regulatory compliance matters and corporate governance activities; |
| ● | approximately $1.7 million related to capital raising initiatives, financing activities, investor relations and strategic transactions; and |
| ● | approximately $0.8 million related to technical, geological, engineering and other professional services incurred following the acquisition of Greenland Mines Corp. and in support of the Company’s mining operations and exploration activities. |
General and administrative expenses increased by approximately $5.2 million, or 330%, to approximately $6.8 million for the six months ended June 30, 2026 from approximately $1.6 million for the six months ended June 30, 2025. The increase was primarily attributable to:
| ● | approximately $4.2 million of higher share-based compensation expense associated with equity awards granted to employees, directors, officers and consultants; |
| ● | approximately $0.6 million of additional payroll, insurance, investor relations and corporate infrastructure costs incurred following the Greenland Mines acquisition; and |
| ● | approximately $0.4 million of increased public company operating expenses, including compliance, governance, administrative support, travel and other corporate expenses. |
In addition, during the six months ended June 30, 2026, the Company incurred transaction-related compensation and other expenses associated with the completion of the Greenland Mines merger and expansion of its corporate infrastructure following the transaction.
Research and development expenses increased by approximately $483,000, or 202%, to approximately $722,000 for the six months ended June 30, 2026 from approximately $239,000 for the six months ended June 30, 2025. The increase was primarily attributable to scientific and clinical development activities, including engagements with third-party research institutions and consultants supporting the Company’s biotechnology programs.
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The research and development expenses by program are as follows:
| Program | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | ||||||
| KLTO-101 and KLTO-202 | $ | 442,898 | $ | 238,700 | ||||
| Klotho Clock | 167,285 | - | ||||||
| New Development | 91,750 | - | ||||||
| Other | 19,874 | - | ||||||
| Total | $ | 721,807 | $ | 238,700 | ||||
The Company expects research and development expenses to continue to represent a significant component of operating expenses as development of its biotechnology programs continues.
Exploration and evaluation expenses were approximately $561,000 for the six months ended June 30, 2026 compared to $0 for the six months ended June 30, 2025. These expenses were incurred following the acquisition of Greenland Mines Corp. and were associated with exploration activities at the Skaergaard Project in Greenland. Exploration and evaluation costs primarily consisted of drilling supplies, camp operations, logistics support, sample analysis, equipment rentals and other field exploration activities.
The exploration and evaluation expenses by category were as follows:
| Category | Six Months Ended June 30, 2026 | |||
| Drilling Costs and Supplies | $ | 197,780 | ||
| Camp and Logistics | 179,650 | |||
| Assay and Sample Analysis | 3,925 | |||
| Equipment Rental - Mining | 1,095 | |||
| Other Exploration and Evaluation Activities | 178,580 | |||
| Total Exploration and Evaluation Expense | $ | 561,030 | ||
The drilling costs and supplies category primarily consisted of drilling consumables, sample handling materials, field equipment and related exploration support costs. Camp and logistics costs primarily consisted of transportation, accommodations, communication services, field support and site logistics required to conduct exploration activities in Greenland. Assay and sample analysis costs represented laboratory testing and sample processing activities, while equipment rental costs related to specialized equipment utilized during exploration programs.
Total other expense was approximately $2.6 million for the six months ended June 30, 2026 compared to approximately $2.8 million for the six months ended June 30, 2025, a decrease in net expense of approximately $0.3 million or 9%. The decrease was primarily attributable to a reduction in interest expense of approximately $2.3 million, partially offset by a $2.0 million impairment charge recognized during the six months ended June 30, 2026 related to certain generic drug licenses and a change in the fair value of derivative liabilities.
Net Loss
For the six months ended June 30, 2026, we incurred a net loss of $17,542,263 compared to a net loss of $6,327,213 for the six months ended June 30, 2025. The increase was primarily attributable to higher operating expenses associated with professional fees, stock-based compensation, research and development activities and exploration and evaluation activities following the Greenland Mines acquisition, partially offset by lower interest expense.
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Liquidity and Capital Resources
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities | $ | (11,825,021 | ) | $ | (3,491,178 | ) | ||
| Net cash used in investing activities | (794,004 | ) | - | |||||
| Net cash provided by financing activities | 14,786,767 | 11,858,383 | ||||||
| Net increase in cash and cash equivalents | $ | 2,167,742 | $ | 8,367,205 | ||||
| Cash, beginning of year | 7,176,615 | 63,741 | ||||||
| Cash, end of year | $ | 9,344,357 | $ | 8,430,946 | ||||
Operating Activities
Net cash used in operating activities for the six months ended June 30, 2026 was $11,825,021, compared to $3,491,178 for the six months ended June 30, 2025. The increase primarily reflects a higher level of operating expenditures, including transaction-related payments, marketing and investor-awareness expenses, exploration and evaluation activities at the Skaergaard Project, and ongoing public company costs. These outflows were partially offset by non-cash charges, including share-based compensation, impairment of intangible assets, and the change in fair value of warrant liabilities.
Investing Activities
Net cash used in investing activities for the six months ended June 30, 2026 was $794,004, compared to $0 for the six months ended June 30, 2025. Cash used in investing activities during 2026 is attributable to our acquisition of mineral exploration rights and exploratory licenses as well as capital expenditures for property and equipment regarding the exploration activities in Greenland. Our June 2026 share exchange with AnorTech Inc. was a non-cash transaction, settled through the issuance of our common stock, and accordingly is excluded from investing activities and presented as a supplemental non-cash disclosure.
Financing Activities
Net cash provided by financing activities for the six months ended June 30, 2026 was $14,786,767, consisting primarily of approximately $7.75 million of gross proceeds from our March 2026 private placement, $3.75 million of gross proceeds from our June 2026 private placement, approximately $2.66 million of gross proceeds from sales under our at-the-market sales agreement, $412,329 from the settlement of shares under the forward purchase agreement, note payable of approximately $298,000 to related parties, and $1,745 proceeds from the exercise of warrants. Net cash provided by financing activities for the six months ended June 30, 2025 was $11,858,383, which consisted of $11,394,218 of net proceeds from sales of common stock and warrants, $2,150,000 of net proceeds from convertible promissory notes, $500,000 from stock subscriptions, $500,000 from the sale of Preferred B shares, and $140,572 from the settlement of shares under the forward purchase agreement, partially offset by $2,730,182 of payments on notes payable, $40,225 of payments on financed director and officer insurance, and $25,000 of deferred financing costs.
Liquidity, Capital Resources and Going Concern
As of June 30, 2026, we had cash and cash equivalents of $9.3 million and net working capital of $11.0 million.
We have incurred, and expect to continue to incur, significant professional costs to remain a publicly traded company, and we expect to incur significant costs in connection with our exploration and evaluation activities at the Skaergaard Project.
Our pending acquisition of Neo North Star Resources, Inc. requires $20.0 million of cash consideration payable at closing, together with $15.0 million payable in newly issued shares of our common stock. Our cash and cash equivalents on hand are not sufficient to fund the cash portion of that consideration, and completing the acquisition will require us to obtain additional financing. The merger agreement provides for a termination date of September 1, 2026, and if the agreement is terminated as a result of a failure to obtain the required Greenland governmental approval, we would be obligated to pay a termination fee of $1.0 million. There can be no assurance that we will obtain financing on acceptable terms, or at all.
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Effective July 4, 2026, subsequent to the end of the period, we terminated our At-the-Market Sales Agreement with A.G.P./Alliance Global Partners. No termination penalties were incurred, and no shares remain available for sale under the Sales Agreement. As a result, the at-the-market program, under which we sold 9,890,100 shares for gross proceeds of approximately $2.66 million during the six months ended June 30, 2026, is no longer available to us as a source of liquidity.
The accompanying condensed consolidated financial statements have been prepared as if we will continue as a going concern. We have incurred significant operating losses and negative cash flows from operations since inception. As of June 30, 2026, we had cash and cash equivalents of approximately $9 million and an accumulated deficit of approximately $39 million. We have incurred recurring losses, have experienced recurring negative operating cash flows, and require significant cash resources to execute our business plans. We are dependent on obtaining additional working capital funding from the sale of equity and/or debt securities in order to continue to execute our development plans and continue operations. Without additional funding, there is substantial doubt about our ability to continue as a going concern for twelve months from the date these financial statements are issued.
Nasdaq Continued Listing, Minimum Bid Price
Our common stock is listed on the Nasdaq Capital Market under the symbol “GRML.” On September 19, 2025, we (then Klotho Neurosciences, Inc.) received a notification letter from Nasdaq indicating that we were not in compliance with the $1.00 minimum closing bid price requirement under Nasdaq Listing Rule 5550(a)(2), because our common stock had closed below $1.00 per share for 30 consecutive business days. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we were initially provided 180 calendar days, or until March 18, 2026, to regain compliance. On March 19, 2026, Nasdaq granted us a second 180-calendar-day compliance period, through September 14, 2026. To regain compliance, the closing bid price of our common stock must be at least $1.00 per share for a minimum of ten consecutive business days during the compliance period.
As of June 30, 2026, the closing price of our common stock was $0.26 per share, and we had not regained compliance. At a special meeting held on June 18, 2026, our stockholders approved a proposal authorizing our Board of Directors to effect one or more reverse stock splits of our outstanding common stock at a ratio of between 1-for-2 and 1-for-50, at the Board’s discretion at any time on or before March 31, 2027, provided that the aggregate ratio of all such reverse stock splits does not exceed 1-for-60. We intend to effect a reverse stock split, if necessary, to increase the per-share market price of our common stock in an effort to satisfy the minimum bid price requirement. As of the date of this report, our Board of Directors had not determined the ratio or effective date of any reverse stock split.
There can be no assurance that we will regain compliance with the minimum bid price requirement by September 14, 2026, or that a reverse stock split, if effected, will result in a per-share price increase sufficient to regain and maintain compliance. If we do not regain compliance, our common stock will be subject to delisting from Nasdaq, subject to our right to appeal to a Nasdaq Hearings Panel. A delisting would likely reduce the liquidity and market price of our common stock and could further impair our ability to raise capital, particularly following the termination of our at-the-market sales agreement.
We have no obligations, assets, or liabilities that would be considered off-balance sheet arrangements as of June 30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Critical Accounting Policies and Estimates
Our condensed consolidated financial statements are prepared in accordance with U.S. GAAP. Preparing these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and of expenses during the reporting period. We base our estimates on historical experience and on other assumptions we believe are reasonable under the circumstances, and actual results could differ materially from those estimates.
Our significant accounting policies are described in Note 2 to our condensed consolidated financial statements and in our Annual Report on Form 10-K for the year ended December 31, 2025. As a result of the transactions completed during the six months ended June 30, 2026, the following estimates involve a significant level of estimation uncertainty and have had, or are reasonably likely to have, a material impact on our financial condition and results of operations.
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Fair value of acquired mineral exploration rights and Series C Preferred Stock
In connection with our March 2026 acquisition of Greenland Mines Corp., which we accounted for as an asset acquisition under ASC 805-50, we measured the consideration transferred, principally 47,940 shares of Series C Preferred Stock, at a fair value of $47.9 million, and allocated total acquisition costs of $48.4 million to the acquired mineral exploration rights and exploration licenses. Fair value was determined using a combination of discounted cash flow and market-based methods, with significant unobservable inputs including projected future cash flows based on expected mineral production, commodity price assumptions, and discount rates. These inputs are classified within Level 3 of the fair value hierarchy, and different assumptions could have produced a materially different carrying value.
Impairment of long-lived and intangible assets
We assess our long-lived and intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. During the six months ended June 30, 2026, we recognized impairment expense of $2,045,253 related to certain biotech licenses. Our mineral exploration rights and exploration licenses of $48.4 million are early-stage exploration assets that are not yet ready for their intended use and are not amortized. Their recoverability depends on future exploration success, the availability of financing, regulatory approvals, and the establishment of economically recoverable reserves, none of which is assured, and a change in these judgments could result in a material impairment charge.
Fair value of warrant liabilities
We measure our warrant liabilities at fair value on a recurring basis using a Black-Scholes option pricing model with significant unobservable (Level 3) inputs, including expected volatility and expected life. Changes in these inputs and in our share price can produce material changes in fair value that are recognized in earnings.
Investment in equity securities
Our investment in AnorTech Inc. does not have a readily determinable fair value, and we have elected the measurement alternative under ASC 321, carrying the investment at cost less impairment, adjusted for observable price changes. Determining whether an observable price change has occurred in an orderly transaction, and whether the investment is impaired, requires significant judgment, particularly given the contractual lock-up on the shares and the limited trading in AnorTech’s securities.
Going concern
Our assessment of our ability to continue as a going concern requires significant judgment regarding forecasted cash flows and the availability of future financing. See “Liquidity, Capital Resources and Going Concern.”
Emerging Growth Company Status
We are an “emerging growth company”, as defined in the JOBS Act, and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies, including, but not limited to, not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As an emerging growth company, we can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We intend to avail ourselves of these options. Once adopted, we must continue to report on that basis until we no longer qualify as an emerging growth company.
We will cease to be an emerging growth company upon the earliest of: (i) the end of the fiscal year following the fifth anniversary of our initial public offering; (ii) the first fiscal year after our annual gross revenues are $1.235 billion or more; (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (iv) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year. We cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. If, as a result of our decision to reduce future disclosure, investors find our common stock less attractive, there may be a less active trading market for our common stock and the price of our common stock may be more volatile.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, we are not required to make disclosures under this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of June 30, 2026. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of June 30, 2026, our disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (a) is recorded, processed, summarized and reported within the time periods specified by Securities and Exchange Commission (“SEC”) rules and forms and (b) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding any required disclosure.
Management has identified material weaknesses relating to inadequate accounting resources, a lack of segregation of duties, and the need for a stronger internal control environment. Management believes these material weaknesses are attributable to the small size of our accounting staff. The small size of our outsourced accounting staff may prevent us from implementing adequate controls in the future due to the cost and benefit of such remediation.
To mitigate our currently limited resources and limited number of employees, we rely heavily on direct management oversight of transactions, together with the use of external legal and accounting professionals. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within our internal control framework.
These material weaknesses could result in a misstatement of account balances such that there is a reasonable possibility that a material misstatement of our financial statements would not be prevented or detected on a timely basis. In light of these material weaknesses, we have undertaken the following remediation activities:
| ● | Conducted a risk assessment to identify gaps in internal controls over financial reporting |
| ● | Enhanced existing controls and implemented new controls as needed to address control gaps |
| ● | Tested key controls to verify operating effectiveness |
| ● | Documented narratives detailing enhanced processes and controls |
These remediation efforts are ongoing, and the material weaknesses described above had not been fully remediated as of June 30, 2026. Notwithstanding the material weaknesses, management believes that our condensed consolidated financial statements for the three and six months ended June 30, 2026 are fairly stated, in all material respects, in accordance with U.S. GAAP.
Changes in Internal Control Over Financial Reporting
Except for the remediation activities described above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
As a smaller reporting company, we are not required to make disclosures under this Item.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
All information required by Item 701 of Regulation S-K has previously been included in a Current Report on Form 8-K.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Insider Trading Arrangements and Policies
During the quarter ended June 30, 2026, none of the Company’s directors or officers
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.
| Exhibit No. | Description | |
| 19.1*** | Klotho Neurosciences, Inc. Insider Trading Policy (incorporated by reference to Exhibit 19.1 filed by Klotho Neurosciences, Inc.’s on Form 10-Q filed with the SEC on November 19, 2024). | |
| 23.1* | Consent of Qualified Person regarding SK-1300 Technical Report Summary | |
| 31.1* | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2* | Certification of Principal Accounting and Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2** | Certification of Principal Accounting and Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 96.1* | S-K 1300 Technical Report Summary for Skaergaard Project, part of Greenland Mines Ltd. as of July 3, 2026 | |
| 97.1*** | Clawback policy (incorporated by reference to Exhibit 97.1 filed by Redwoods on Form 10-K filed by the Registrant on April 17, 2024). | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104* | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) |
| * | Filed herewith. |
| ** | Furnished herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filings of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. |
| *** | Filed previously. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| GREENLAND MINES LTD | ||
| Date: August 17, 2026 | By: | /s/ Joseph A. Sinkule |
| Name: | Joseph A. Sinkule | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| Date: August 17, 2026 | By: | /s/ Jeffrey LeBlanc |
| Name: | Jeffrey LeBlanc | |
| Title: | Chief Financial Officer (Principal Accounting Officer) | |
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