Filed
pursuant to Rule 424(b)(3)
File
No. 333-288533
Prospectus
Supplement
(to
Prospectus dated July 28, 2025)
GREENLAND
MINES LTD
Up
to 15,000,000 Shares of Common Stock
to
be Sold by Selling Shareholders
On
June 15, 2026, we entered into a series of Securities Purchase Agreements with the investors named herein, pursuant to which we agreed
to issue and sell shares of our Common Stock in a private placement exempt from registration under Section 4(a)(2) of the Securities
Act and Rule 506(b) of Regulation D.
This prospectus relates to the resale of the
shares of our Common Stock sold in the private placement. The private placement closed on June 18, 2026, at which time we sold an
aggregate of 15,000,000 shares of Common Stock to the investors identified in the “Selling Stockholders” section. The
shares of Common Stock sold in the private placement are being registered for resale herein.
This
prospectus provides you with a general description of the Common Stock offered hereby and the general manner in which the selling shareholders
may offer such securities. More specific terms of any securities that the selling shareholders offer may be provided in a prospectus
supplement, if required, that describes, among other things, the specific amounts and prices of the securities being offered and the
terms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus.
We
will not receive any proceeds from the sale of shares of Common Stock to be offered by the Selling Stockholders. However, we will pay
certain expenses, other than underwriting discounts and commissions, associated with the sale of Common Stock by the Selling Stockholders
pursuant to this prospectus. Our registration of the shares of Common Stock covered by this prospectus does not mean that the Selling
Stockholders will offer or sell any of the Common Stock. The selling shareholders may sell the Common Stock covered by this prospectus
in a number of different ways and at varying prices. We provide more information about how the Selling Stockholders may sell the Common
Stock in the section entitled “Plan of Distribution.”
We
are an “emerging growth company” and “smaller reporting company” as defined under U.S. federal securities
laws and are subject to reduced public company reporting requirements. Our shares of common stock are listed on The Nasdaq Stock
Market (“Nasdaq”) under the symbol “GRML”. The last sale price of our shares of common stock on June 15,
2026 was $0.31 per share.
Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-3 of this prospectus supplement
and the risk factors incorporated by reference into this prospectus supplement and the accompanying prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal
offense.
The
date of this prospectus supplement is June 22, 2026
TABLE
OF CONTENTS
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Page |
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|
| About This Prospectus Supplement |
S-ii |
| Prospectus Supplement Summary |
S-1 |
| The Offering |
S-2 |
| Risk Factors |
S-3 |
| SPECIAL Note Regarding Forward Looking Statements |
S-4 |
| Use Of Proceeds |
S-5 |
| Dividend Policy |
S-5 |
| SELLING STOCKHOLDERS |
S-6 |
| Plan Of Distribution |
S-8 |
| Legal Matters |
S-10 |
| Experts |
S-10 |
| Incorporation OF CERTAIN INformation By Reference |
S-10 |
| Where You Can Find ADDITIONAL Information |
S-11 |
Neither
we nor the selling shareholders have authorized anyone to provide any information or to make any representations other than those contained
or incorporated by reference in this prospectus, any accompanying prospectus supplement or any free writing prospectus we have prepared.
We and the selling shareholder take no responsibility for, and can provide no assurance as to the reliability of, any other information
that others may give you. This prospectus is an offer to sell only the Common Shares offered hereby and only under circumstances and
in jurisdictions where it is lawful to do so. The information contained or incorporated by reference in this prospectus is current only
as of its date.
About
This Prospectus Supplement
This
prospectus is part of a registration statement on Form S-3 that we filed with the SEC using a “shelf” registration process.
Under this shelf registration process, the Seller Stockholders may, from time to time, offer and sell any combination of the Common Shares
described in this prospectus in one or more offerings. This prospectus generally describes Greenland Mines Ltd and its securities, including
its Common Stock. The Seller Stockholders may use the shelf registration statement to sell up to an aggregate of 15,000,000 shares of
Common Stock from time to time through any means described in the section entitled “Plan of Distribution.”
We
will not receive any proceeds from the sale of the Common Stock to be offered by the selling shareholder. However, we will pay certain
expenses, other than underwriting discounts and commissions, associated with the sale of Common Stock by the selling shareholders pursuant
to this prospectus. More specific terms of any shares of the Common Stock that the selling shareholders offers may be provided in a prospectus
supplement, if required, that describes, among other things, the specific amounts and prices of the Common Stock being offered and the
terms of the offering. The prospectus supplement may also add, update or change information included in this prospectus. You should read
both this prospectus and any applicable prospectus supplement, together with additional information described below under the captions
“Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”
No
action is being taken in any jurisdiction outside the United States to permit a public offering of these securities or possession or
distribution of this prospectus supplement or the accompanying prospectus in that jurisdiction. Persons who come into possession of this
prospectus supplement and the accompanying prospectus in jurisdictions outside the United States are required to inform themselves about
and to observe any restrictions as to this offering and the distribution of this prospectus supplement and the accompanying prospectus
applicable to that jurisdiction.
This
prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some of the documents described
herein which are summaries only and are not intended to be complete. Reference is made to the actual documents for complete information.
All of the summaries are qualified in their entirety by the full text of the actual documents, some of which have been filed or will
be filed and incorporated by reference herein. See “Where You Can Find More Information” in this prospectus supplement. We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document
that is incorporated by reference into this prospectus supplement or the accompanying prospectus were made solely for the benefit of
the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and
should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were
accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately
representing the current state of our affairs.
This
prospectus supplement and the accompanying prospectus contain and incorporate by reference certain market data and industry statistics
and forecasts that are based on Company-sponsored studies, independent industry publications and other publicly available information.
Although we believe these sources are reliable, estimates as they relate to projections involve numerous assumptions, are subject to
risks and uncertainties, and are subject to change based on various factors, including those discussed under “Risk Factors”
in this prospectus supplement and the accompanying prospectus and under similar headings in the documents incorporated by reference herein
and therein. Accordingly, investors should not place undue reliance on this information.
Unless
otherwise stated or the context requires otherwise, all references in this prospectus supplement to the “Company,” “we,”
“us,” or “our,” refer to Greenland Mines, Ltd, a Delaware corporation.
Prospectus
Supplement Summary
This
summary highlights information contained elsewhere in this prospectus supplement, the accompanying prospectus and the documents incorporated
by reference herein and therein. This summary does not contain all of the information that you should consider before deciding to invest
in our securities. You should read this entire prospectus supplement and the accompanying prospectus carefully, including the section
entitled “Risk Factors” beginning on page S-3 and our consolidated financial statements and the related notes and the other
information incorporated by reference into this prospectus supplement and the accompanying prospectus, before making an investment decision.
Overview
Greenland
Mines Ltd (the “Company” or “Greenland Mines”), formerly known as Klotho Neurosciences, Inc., consists of two
operating divisions: 1) Mining, focused on the exploration and development of the Skaergaard Project in Southeast Greenland, one of the
largest undeveloped palladium, gold, and platinum deposits in the world; and 2) Biotech, including the Company’s KLTO-202 primary
indication for amyotrophic lateral sclerosis (ALS).
Biotech
Division
The
Company is dedicated to realizing the potential of biologic, cell and gene therapies to offer transformative patient outcomes in areas
of high unmet medical need by extending the reach of protein, cell, and gene therapies to highly prevalent neurodegenerative disorders
like amyotrophic lateral sclerosis (ALS) and Alzheimer’s disease as they are universally fatal neurodegenerative diseases. Our
vision is to build a leading gene therapy company for the treatment of cancer and neurodegenerative diseases by progressing our α-Klotho
gene therapy research programs and identifying, developing, and commercializing other novel gene therapy treatments for neurodegenerative
diseases, cancer and other age-related pathologies.
We
have assembled a portfolio of protein and gene therapy candidates in partnership with leading scientific institutions and have built
a team with extensive experience in the biotechnology commercialization and gene therapy space. Our team will pursue new innovations
in vector design and delivery to optimize our investigational gene therapy product candidates for safety, potency, durability, and clinical
response. We plan on building integrated internal development capabilities from product development through commercialization and focus
on accelerating the pace of product development in the clinic. In addition, as part of our ongoing business strategy, we continue to
explore potential opportunities to acquire or license new product candidates as well as opportunities for partnership or collaboration
on our existing products in development.
Our
initial focus will be on our cell therapy and gene therapy platform that uses a gene therapy approach to introduce a human gene sequence
that produces a therapeutic protein called “Klotho” inside the body to treat neurodegenerative diseases and other diseases
of aging (a platform technology in-licensed from the Autonomous University of Barcelona (UAB). With an initial focus on the therapeutic
potential of the human α-Klotho gene, we find that there is limited competition investigating this target due to our intellectual
property position relating to the secreted form of the Klotho protein (“s-KL”) and technology know-how.
Our
Research Pipeline
We
seek to develop essential medicines for the treatment of chronic diseases — cancer, cardiovascular, muscle, skin, and neurodegenerative
disorders. Our cell and gene therapy platform consists of proprietary technology programs (patents issued and pending) that include a
gene therapy program that uses a gene therapy approach to produce a therapeutic protein called “Klotho” inside the body to
treat neurodegenerative diseases and other diseases of aging (in-licensed pending patent applications from UAB). The Company may develop
all technologies, or it may decide to sell or partner and out-license certain technologies with other companies.
The
gene therapy product candidates are in the pre-clinical stage of development. The Company plans to seek market approval in countries
where we have issued and/or pending patents, to include the U.S., Canada, Europe, China and other viable markets.
Our
primary focus for 2026 is the advancement of a sustainable portfolio of cell and gene therapy product candidates for age-associated neurologic
diseases, both rare “orphan diseases” as well as diseases in larger patient populations. The following table describes our
α-Klotho product pipeline.
Mining
Division
Through
our recent acquisition of Greenland Mines Corp., the Company holds an 80% interest in the Skaergaard Project in Greenland, which hosts
an NI 43-101 (November 2022) Mineral Resource of 11.4 Moz PdEq Indicated and 14.1 Moz PdEq Inferred.
Corporate
Information
On
May 30, 2023, the Company, then known as Redwoods Acquisition Corp. entered into a Business Combination Agreement with ANEW Medical,
Inc., a Wyoming corporation (“ANEW”). On June 21, 2024, at the closing of the Business Combination Agreement, ANEW become
a wholly-owned subsidiary of Redwoods. At the same time, the name of the Company was changed to ANEW Medical, Inc. On September 17, 2024,
the Company’s name was change to Klotho Neurosciences, Inc. On March 11, 2026, the Company changed its name to Greenland Mines
Ltd.
Our
principal executive offices are located at 1300 South Boulevard, Suite D , Charlotte, NC 28203 and our telephone number is (833) 931-6330.
Our website address is www.klothoneuro.com. The information contained on or otherwise accessible through our website is not part of this
prospectus.
RISK
FACTORS
Investing
in our securities involves a high degree of risk. Prior to making a decision about investing in our securities, you should carefully
consider the specific risk factors described below and discussed in the sections titled “Risk Factors” contained in
our annual report on Form 10-K for the fiscal year ended December 31, 2025 under the heading “Item 1A. Risk Factors,”
and as described or may be described in any subsequent quarterly reports on Form 10-Q under the heading “Item 1A. Risk
Factors,” as well as in all applicable prospectus supplements and contained or to be contained in our filings with the SEC
and incorporated by reference in this prospectus supplement, together with all of the other information contained in this prospectus
supplement, or any applicable prospectus supplement. For a description of these reports and documents, and information about where you
can find them, see “Where You Can Find Additional Information” and “Incorporation of Certain Information
by Reference.” If any of the risks or uncertainties described in our SEC filings or any prospectus supplement or any
additional risks and uncertainties actually occur, our business, financial condition, and results of operations could be materially and
adversely affected. In that case, the trading price of our securities could decline and you might lose all or part of the value of your
investment.
Special
Note Regarding Forward-Looking Statements
This
prospectus supplement and the documents we have filed with the SEC that are incorporated by reference contain “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E
of the Exchange Act. These statements relate to future events or to our future operating or financial performance and involve known and
unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different
from any future results, performances or achievements expressed or implied by the forward-looking statements. Forward-looking statements
may include, but are not limited to, statements relating to:
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our ability to meet future capital requirements to
fund our operations, which may involve debt and/or equity financing, and to obtain such debt and/or equity financing on favorable
terms, and our sources and uses of cash |
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the ability to maintain the listing of our securities
on Nasdaq, and the potential liquidity and trading of our securities; |
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the occurrence of any event, change or other circumstances,
including the outcome of any legal proceedings that may be instituted against us; |
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the risk of disruption to our current plans and operations; |
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the ability to recognize the anticipated benefits of
our business and the Business Combination (as defined above), which may be affected by, among other things, competition and the ability
to grow, manage growth profitably, and retain key employees; |
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costs related to our business; |
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changes in applicable laws or regulations; |
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our ability to execute our plans to develop and commercialize
our current clinical assets, as well as any future clinical assets that we license, and the timing of any such commercialization; |
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our ability to maintain existing license agreements; |
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our estimates regarding expenses, future revenue, capital
requirements, and needs for additional financing; |
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our ability to achieve and maintain profitability in
the future; |
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our financial performance; and |
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other factors disclosed under the section entitled
“Risk Factors” herein. |
In
some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,”
“estimates,” “intends,” “may,” “plans,” “potential,” “will,”
“would,” or the negative of these terms or other similar expressions. These statements reflect our current views with respect
to future events and are based on assumptions and are subject to risks and uncertainties. Given these uncertainties, you should not place
undue reliance on these forward-looking statements. We discuss in greater detail many of these risks in the section titled “Risk
Factors”, in any prospectus supplement and free writing prospectuses we may authorize for use in connection with this offering,
and in our most recent Annual Report on Form 10-K, as well as any amendments thereto reflected in subsequent filings with the SEC, which
are incorporated by reference into this prospectus supplement in their entirety. Also, these forward-looking statements represent our
estimates and assumptions only as of the date of the document containing the applicable statement. Unless required by law, we undertake
no obligation to update or revise any forward-looking statements to reflect new information or future events or developments.
In
addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These
statements are based upon information available to us as of the date of this prospectus supplement, and while we believe such information
forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to
indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements
are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
You
should read this prospectus supplement, together with the documents we have filed with the SEC that are incorporated by reference and
any free writing prospectus that we may authorize for use in connection with this offering completely and with the understanding that
our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in the foregoing
documents by these cautionary statements.
Use
of Proceeds
We
will not receive any proceeds from the sale of the Common Stock offered under this prospectus. Any proceeds from the sale of Common Stock
under this prospectus will be received by the selling shareholders. However, we will pay certain expenses, other than underwriting discounts
and commissions, associated with the sale of Common Stock by the selling shareholders pursuant to this prospectus.
Dividend
Policy
We
have never declared or paid any cash dividends on our capital stock, and we do not currently intend to pay any cash dividends on our
common stock for the foreseeable future. We expect to retain future earnings, if any, to fund the development and growth of our business.
Any future determination to pay dividends on our common stock will be at the discretion of our board of directors and will depend upon,
among other factors, our results of operations, financial condition, capital requirements and any contractual restrictions.
SELLING
STOCKHOLDERS
The
following table details the name of the Selling Stockholders, the number of shares beneficially owned by the Selling Stockholders, and
the number of shares that may be offered by each Selling Stockholder for resale under this prospectus. The Selling Stockholders may sell
up to 15,000,000 shares of common stock from time to time in one or more offerings under this prospectus. Because the Selling Stockholders
may offer all, some or none of the shares they hold, and because, based upon information provided to us, there are currently no agreements,
arrangements, or understandings with respect to the sale of any of the shares, no definitive estimate as to the number of shares that
will be held by the Selling Stockholder after the offering can be provided. The Selling Stockholders have informed us that they are not
registered broker-dealers and do not have any written or oral agreement or understanding, directly or indirectly, with any person to
distribute the securities. Furthermore, the Selling Stockholders are not an affiliate of a broker-dealer. The following table has been
prepared on the assumption that all shares offered under this prospectus will be sold to parties unaffiliated with the Selling Stockholders.
Except for the ownership of shares of Common Stock. the Selling Stockholders has not had any material relationship with us within the
past three years.
In
the event of stock splits, stock dividends or similar transactions involving the shares of common stock, the number of shares of common
stock registered shall, unless otherwise expressly provided, automatically be deemed to cover the additional securities to be offered
or issued pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). In the event
that the adjustment provisions of the securities purchase agreement require the registrant to issue more shares than are being registered
in this registration statement, for reasons other than those stated in Rule 416 of the Securities Act, the registrant will file a new
registration statement to register those additional shares.
The
table below lists the Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock for
Selling Stockholder. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholder, based
on its ownership of the shares of common stock, as of June 15, 2026.
The
third column lists the shares of common stock being offered by each Selling Stockholder pursuant to this prospectus. The fourth column
assumes the sale of all of the shares of Common Stock being offered by each Selling Stockholder pursuant to this prospectus.
| Name | |
Number of
Shares of
Common
Stock
Owned
Prior to
Offering | | |
Maximum
Number of
Shares of
Common
Stock to be
Sold
Pursuant to
this
Prospectus | | |
Number of
Shares of
Common
Stock
Owned
After
Offering
(if Sold) (1)(2) | | |
% of
Shares of
Common
Stock
Owned
After
Offering (1)(2)(3) | |
| North York, Ltd. (4) | |
| 7,655,000 | | |
| 6,000,000 | | |
| 1,655,000 | | |
| 1.2 | % |
| Indigo Capital, G.P. (5) | |
| 6,000,000 | | |
| 6,000,000 | | |
| 0 | | |
| 0 | % |
| Beneth Capital, LLC (6) | |
| 4,850,473 | | |
| 3,000,000 | | |
| 1,350,473 | | |
| 1.0 | % |
| | |
| | | |
| | | |
| | | |
| | |
| Total Selling Stockholder | |
| 18,505,473 | | |
| 15,000,000 | | |
| 3,005,473 | | |
| 2.2 | % |
| (1) |
Beneficial ownership is
determined in accordance with SEC rules and generally includes voting or investment power with respect to common shares. Common shares
subject to options, warrants or other convertible securities currently exercisable or convertible, or exercisable or convertible
within 60 days, are counted as outstanding for computing the percentage of the person holding such options, warrants or other convertible
securities but are not counted as outstanding for computing the percentage of any other person. |
| (2) |
The amount and percentage
of common shares that will be beneficially owned by the Selling Stockholder after completion of the offering assume that they will
sell all common shares being offered pursuant to this prospectus including shares obtained upon the exercise of all the warrants
held by such Selling Stockholder. |
| (3) |
Based on 138,129,260 shares
of common stock issued and outstanding as of June 15, 2026. All shares of common stock being offered pursuant to this prospectus
by the Selling Stockholder is counted as outstanding for computing the percentage beneficial ownership of the Selling Stockholder. |
| (4) |
The business address of North York Ltd is c/o of the Company. North York Ltd’s principal business is that of a private investor. Ashwood Forbes is the manager of North York Ltd and has sole voting control and investment discretion over securities beneficially owned by North York Ltd .The foregoing should not be construed in and of itself as an admission by Mr. Forbes as to beneficial ownership of the securities beneficially owned by North York Ltd. |
| (5) |
The business address of Indigo Capital Ltd. is c/o of the Company. Indigo Capital Ltd’s principal business is that of a private investor. Christian Girodet is the manager of Indigo Capital Ltd and has sole voting control and investment discretion over securities beneficially owned by Indigo Capital Ltd. The foregoing should not be construed in and of itself as an admission by Mr. Girodet as to beneficial ownership of the securities beneficially owned by Indigo Capital Ltd. |
| (6) |
The business address of Beneth Capital, LLC. is c/o of the Company. Beneth Capital, LLC’s principal business is that of a private investor. Meghan Ciccarelli is the manager of Beneth Capital, LLC and has sole voting control and investment discretion over securities beneficially owned Beneth Capital, LLC. The foregoing should not be construed in and of itself as an admission by Ms. Ciccarelli as to beneficial ownership of the securities beneficially owned by Beneth Capital, LLC. |
Material
Relationships with Selling Shareholders
We
have no material relationship with the selling shareholders other than them being stockholders of the Company.
Any
applicable prospectus supplement, amendment or other permissible disclosure document will also disclose whether the selling shareholder
has held any position or office with, has been employed by or otherwise has had a material relationship with us during the three years
prior to the date of the prospectus supplement.
Plan
of Distribution
The
shares of Common Stock are being registered to permit the selling shareholders to offer and sell such shares from time to time after
the date of this prospectus. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related
to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. We will not receive any of
the proceeds from the offering by the selling shareholders of the Common Stock offered under this prospectus. If the shares are sold
through underwriters or broker-dealers, we will not be responsible for underwriting discounts or commissions or agents’ commissions.
The
selling shareholders may use any one or more of the following methods when disposing of their shares of Common Stock pursuant to this
prospectus or interests therein:
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on the Nasdaq or any national
securities exchange or quotation service on which the Common Stock may be listed or quoted at the time of sale; |
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ordinary brokerage transactions
and transactions in which the broker-dealer solicits purchasers; |
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block trades in which the
broker-dealer will attempt to sell the Common Stock as agent, but may position and resell a portion of the block as principal to
facilitate the transaction; |
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purchases by a broker-dealer
as principal and resale by the broker-dealer for its account; |
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an exchange distribution
in accordance with the rules of the applicable exchange; |
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privately negotiated transactions; |
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in underwritten transactions; |
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distributions to members,
general partners and limited partners; |
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short sales effected after
the date the registration statement of which this prospectus is a part becomes effective; |
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through the writing or
settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
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broker-dealers may agree
with the selling shareholders to sell a specified number of such Common Stock at a stipulated price per security; and |
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a combination of any such
methods of sale or by any other legally available means. |
In
addition, any shares of Common Stock that qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather
than pursuant to this prospectus.
The
selling shareholders may, from time to time, pledge or grant a security interest in some or all of the Common Shares owned by it and,
if a selling shareholder defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the
shares, from time to time, under this prospectus, or under an amendment or supplement to this prospectus amending the list of the selling
shareholders to include the pledgee, transferee or other successors in interest as the selling shareholders under this prospectus. In
connection with the sale of our Common Shares or interests therein, the selling shareholders may enter into hedging transactions with
broker-dealers or other financial institutions, which may in turn engage in short sales of our Common Shares in the course of hedging
the positions they assume.
The
selling shareholders may also sell their shares of Common Stock short and deliver these securities to close out its short positions,
or loan or pledge their shares to broker-dealers that in turn may sell these securities. The selling shareholders may also enter into
option or other transactions with broker-dealers or other financial institutions or one or more derivative securities that require the
delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or
other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The selling
shareholders also may transfer their Common Stock in other circumstances, in which case the transferees, pledgees or other successors
in interest will be the selling shareholders for purposes of this prospectus. The number of shares of shares of Common Stock beneficially
owned by a selling shareholders will decrease as and when it transfers its securities or defaults in performing obligations secured by
such shares. The plan of distribution for the shares of Common Stock offered and sold under this prospectus will otherwise remain unchanged,
except that the transferees, distributees, pledgees, affiliates, other secured parties or other successors in interest will be selling
shareholders for purposes of this prospectus.
The
aggregate proceeds to a selling shareholder from the sale of the Common Stock will be the purchase price of the Common Stock less discounts
and commissions, if any.
In
offering the Common Stock covered by this prospectus, the selling shareholders and any broker-dealers who execute sales for the selling
shareholders may be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act in connection
with such sales. Any profits realized by the selling shareholder and the compensation of any broker-dealer may be deemed to be underwriting
discounts and commissions. If a selling shareholder is an “underwriter” within the meaning of Section 2(a)(11) of the
Securities Act, the selling shareholder will be subject to the prospectus delivery requirements of the Securities Act and may be subject
to certain statutory and regulatory liabilities, including liabilities imposed pursuant to Sections 11, 12 and 17 of the Securities Act
and Rule 10b-5 under the Exchange Act.
To
the extent required, the Common Stock to be sold, the name of the selling shareholder, the respective purchase prices and public offering
prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will
be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that
includes this prospectus.
Under
the securities laws of some states, if applicable, the Common Stock registered hereby may be sold in those states only through registered
or licensed brokers or dealers. In addition, in some states such Common Stock may not be sold unless they have been registered or qualified
for sale or an exemption from registration or qualification requirements is available and is complied with.
The
selling shareholders are subject to the applicable provisions of the Exchange Act, and the rules and regulations under the Exchange Act,
including Regulation M. This regulation may limit the timing of purchases and sales of any of the Common Stock offered in this prospectus
by a selling shareholder. The anti-manipulation rules under the Exchange Act may apply to sales of securities in the market and to the
activities of a selling shareholder and its affiliates. Furthermore, Regulation M may restrict the ability of any person engaged in the
distribution of the shares to engage in market-making activities for the particular securities being distributed for a period of up to
five business days before the distribution. The restrictions may affect the marketability of our Common Stock and the ability of any
person or entity to engage in market-making activities for the Common Stock.
We
cannot assure you that the selling shareholders will sell all or any portion of the Common Stock registered pursuant to this registration
statement. The selling shareholders may have agreements with underwriters, dealers and agents to indemnify it against certain civil liabilities,
including liabilities under the Securities Act, and to reimburse it for certain expenses.
LEGAL
MATTERS
The
validity of the securities being offered by this prospectus have been passed upon for us by Cyruli, Shanks & Zizmor LLP, New York,
New York.
EXPERTS
Our
consolidated financial statements as of December 31, 2025 and 2024 appearing in this prospectus and in the registration statement have
been audited by BCRG Group. an independent registered public accounting firm and are included in reliance upon such report given upon
the authority of such firm as experts in accounting and auditing.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” information that we file with it, which means that we can disclose important
information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus.
Information in this prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this
prospectus, while information that we file later with the SEC will automatically update and supersede the information in this prospectus
to the extent that a statement contained in this prospectus or free writing prospectus provided to you in connection with this offering,
or in any other document we subsequently file with the SEC that also is incorporated by reference in this prospectus, modifies or supersedes
the original statement.
The
following documents filed with the SEC are hereby incorporated by reference in this prospectus:
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● |
our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on April 1, 2026; |
| |
|
|
| |
● |
our Quarterly Report on
Form 10-Q for the period ended March 31, 2026 filed with the SEC on May 20, 2026; |
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|
|
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● |
our Current Reports on
Form 8-K, filed with the SEC on April
22, 2026, May 14,
2026, May 21,
2026, June 17, 2026, June 22, 2026, June 22, 2026, and on Form
8-K/A on May 19, 2026. |
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● |
the description of our
securities contained in our Annual Report on Form 10-K, filed with the SEC on April 1, 2026, as well as any additional amendments
or reports filed for the purpose of updating such description. |
All
reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date
of this prospectus and prior to the termination of this offering, including all such reports and other documents filed with the SEC after
the date of the initial filing of the registration statement of which this prospectus forms a part and prior to the effectiveness of
such registration statement, shall be deemed to be incorporated by reference in this prospectus and to be part hereof from the date of
filing of such reports and other documents.
We
will furnish without charge to you, on written or oral request, a copy of any or all of the documents incorporated by reference, including
exhibits to these documents. You should direct any requests for documents by writing us at 1300 South Boulevard, Suite D , Charlotte,
NC 28203 or by telephoning us at (833) 931-6330.
Notwithstanding
the statements in the preceding paragraphs, no document, report, or exhibit (or portion of any of the foregoing) or any other information
that we have “furnished” or may in the future “furnish” to the SEC pursuant to the Exchange Act shall be incorporated
by reference into this prospectus supplement.
In
accordance with Rule 412 of the Securities Act, any statement contained in a document incorporated by reference herein shall be deemed
modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such statement.
Where
You Can Find Additional Information
This
prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 we filed with the SEC under the
Securities Act and do not contain all the information set forth or incorporated by reference in the registration statement. Whenever
a reference is made in this prospectus supplement or the accompanying prospectus to any of our contracts, agreements or other documents,
the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits
to the reports or other documents incorporated by reference into this prospectus supplement or the accompanying prospectus for a copy
of such contract, agreement or other document. Because we are subject to the information and reporting requirements of the Exchange Act,
we file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy information
filed by us with the SEC at the SEC’s public reference section, 100 F Street, N.E., Washington, D.C. 20549. Information regarding
the operation of the public reference section can be obtained by calling 1-800-SEC-0330. The SEC also maintains an Internet site at http://www.sec.gov
that contains reports, statements and other information about issuers, such as us, who file electronically with the SEC.
We
also maintain a website at www.conduitpharma.com through which you can access our SEC filings free of charge. The information set forth
on our website is not part of this prospectus supplement.
GREENLAND
MINES LTD
Up
to 15,000,000 of Shares of Common Stock
By
Selling Stockholders
PROSPECTUS
SUPPLEMENT
June
22, 2026
