false
0001907223
0001907223
2026-03-19
2026-03-19
0001907223
us-gaap:CommonStockMember
2026-03-19
2026-03-19
0001907223
GRLM:WarrantsMember
2026-03-19
2026-03-19
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 19, 2026
Greenland Mines Ltd
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-41340 |
|
86-2727441 |
| (Commission File Number) |
|
(IRS Employer
Identification No.) |
1300 South Boulevard, Suite D
Charlotte, NC 28203
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code (833) 931-6330
Klotho Neurosciences, Inc.
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| |
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which Registered |
| Common Stock |
|
GRLM |
|
The Nasdaq Stock Market LLC |
| Warrants |
|
GRLMW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item
7.01 Regulation FD Disclosure.
On March 23, 2026,
Greenland Mines, Ltd (the “Company”) issued a press release regarding the six month extension granted to
the Company by The Nasdaq Stock Market LLC to regain compliance with the Bid Price Rule, as further discussed below. A copy of the
press release is attached hereto as Exhibit 99.1.
The information contained in this Item 7.01 and
Exhibit 99.1, attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended or the Securities Act of 1933, as amended whether made before or after the date hereof and
irrespective of any general incorporation language in any filings.
This Form 8-K contains forward-looking statements.
These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These
forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely result,”
and similar expressions. Without limiting the generality of the foregoing, the forward-looking statements in this press release include
descriptions of the Company’s future commercial operations. Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many
factors could cause actual future events to differ materially from the forward-looking statements in this press release, such as the Company’s
inability to implement its business plans, identify and realize additional opportunities, or meet or exceed its financial projections
and changes in the regulatory or competitive environment in which the Company operates. You should carefully consider the foregoing factors
and the other risks and uncertainties described in the documents filed or to be filed by the Company with the U.S. Securities and Exchange
Commission (the “SEC”) from time to time, which could cause actual events and results to differ materially from those contained
in the forward-looking statements. Copies of these documents are available on the SEC’s website, www.sec.gov. All information provided
herein is as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement, except
as required under applicable law.
Item 8.01 — Other Events
On March 19, 2026, the Company received written notification (the “Notice”)
from The Nasdaq Stock Market LLC (“Nasdaq”) that the Company has been granted an additional six month extension until September
14, 2026 to regain compliance with the Bid Price Rule (as defined below), subject to additional conditions outlined in the Notice. If
the Company fails to timely regain compliance with the Bid Price Rule for 10 consecutive business days by September 14, 2026, the Company’s
common stock will be subject to delisting from Nasdaq.
As previously announced, on September 19, 2025, the Company had been
notified that the Company’s common stock no longer met the minimum $1 bid price per share requirement set forth in Nasdaq Listing
Rule 5450(a)(1) (the “Bid Price Rule”) and was granted an initial extension of 180 days until March 18. 2026 to regain compliance
with the Bid Price Rule.
Item
9.01 Financial Statements and Exhibits.
| Exhibits |
|
Description |
| 99.1 |
|
Press Release |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 hereunto
duly authorized.
| Dated: March 23, 2026 |
Greenland Mines Ltd |
| |
|
|
| |
By: |
/s/ Joseph Sinkule |
| |
Name: |
Joseph Sinkule |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Greenland Mines Secures Additional 180-Day
Period for Nasdaq Bid Price Compliance
Extension reflects Company’s continued
compliance with all other applicable Nasdaq listing requirements
Charlotte, North Carolina, March 23, 2026 – Greenland Mines Ltd
(Nasdaq: GRML) (“Greenland Mines” or the “Company”) today announced that it has received formal notification from
The Nasdaq Stock Market LLC (“Nasdaq”) granting the Company an additional 180-day period, through September 14, 2026, to regain
compliance with Nasdaq’s minimum bid price requirement.
The extension reflects Nasdaq’s determination that the Company
meets all other applicable listing requirements, including those related to market value of publicly held shares and other continued listing
standards.
As previously disclosed, the Company must achieve a closing bid price
of at least $1.00 per share for a minimum of 10 consecutive business days during the compliance period to regain compliance with Nasdaq’s
requirements.
Greenland Mines remains committed to maintaining its Nasdaq listing
and advancing the development of its strategic mineral resources and cell and gene therapy assets.
About Greenland Mines Ltd
Greenland Mines Ltd is a Nasdaq-listed company with two operating divisions:
(1) Natural Resources, 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) Cell and Gene Therapy, including Klotho’s KLTO-202 primary indication
for ALS. The Company holds, through its recent acquisition of Greenland Mines Corp., an 80% interest in, and option to acquire the remaining
20% of, the Skaergaard Project, which hosts a 2022 NI 43-101 Indicated and Inferred Mineral Resource of 25.4 Moz PdEq and 23.5 Moz AuEq
with a gross undiscounted in-situ resource value of approximately $68 billion based on February 2026 metal prices. The Company is led
by an experienced team of mining, geological, biotech, and capital markets professionals.
Forward-Looking Statements
This press release contains forward-looking statements. These statements
are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking
statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely result,”
and similar expressions. Without limiting the generality of the foregoing, the forward-looking statements in this press release include
descriptions of the Company’s future commercial operations. Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many
factors could cause actual future events to differ materially from the forward-looking statements in this press release, such as the Company’s
inability to implement its business plans, identify and realize additional opportunities, or meet or exceed its financial projections
and changes in the regulatory or competitive environment in which the Company operates. You should carefully consider the foregoing factors
and the other risks and uncertainties described in the documents filed or to be filed by the Company with the U.S. Securities and Exchange
Commission (the “SEC”) from time to time, which could cause actual events and results to differ materially from those contained
in the forward-looking statements. All information provided herein is as of the date of this press release, and the Company undertakes
no obligation to update any forward-looking statement, except as required under applicable law.
The Mineral Resource Estimates referenced in this press release were
prepared in accordance with NI 43-101 by SLR Consulting as disclosed in the technical report dated November 22, 2022. Mineral Resources
are not Mineral Reserves and do not have demonstrated economic viability. The gross undiscounted in-situ metal values expressed herein
are illustrative calculations using February 2026 metal prices and do not account for mining recoveries, metallurgical losses, capital
costs, operating costs, royalties, taxes, permitting requirements, or any other technical or economic factors. These values are not indicative
of future revenue, project economics or net present value. No preliminary economic assessment, pre-feasibility study, or feasibility study
has been completed on the Skaergaard Project, and there is no certainty that the Mineral Resources disclosed will be converted to Mineral
Reserves or that an economically viable mining operation can be established.
Investor Contact and Corporate Communications:
ir@greenlandmines.com
Website: www.greenlandmines.com
