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:
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).
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.
On March 4, 2026, Klotho Neuroscience,
Inc. (the “Company”) issued a press release regarding its acquisition of Greenland Mines Corp. 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.
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.
Exhibit
99.1
KLOTHO
NEUROSCIENCES ACQUIRES GREENLAND MINES CORP., SECURING CONTROL OF A $68 BILLION PALLADIUM, GOLD, PLATINUM, AND CRITICAL MINERAL DEPOSIT
IN THE WORLD’S MOST STRATEGICALLY VITAL EMERGING TRADE CORRIDOR
Transaction
delivers shareholders direct ownership in one of the largest undeveloped palladium-gold deposits on Earth, establishing a new western
champion in critical mineral supply security; Company to rebrand as Greenland Mines
CHARLOTTE,
N.C. and NUUK, Greenland, March 4, 2026 /PRNewswire/ -- Klotho Neurosciences, Inc. (Nasdaq: KLTO) (“Klotho” or the “Company”)
today announces the acquisition of Greenland Mines Corp. (“Greenland Mines” or “GMC”), a privately held Delaware
corporation that controls an 80% interest in, and an option to acquire the remaining 20% of, the Skaergaard Project in Southeast Greenland
— one of the largest and most significant undeveloped palladium, gold, and platinum deposits in the world. The Company entered
into a definitive merger agreement with Greenland Mines on March 3, 2026, and is closing the acquisition on March 4, 2026. Post-closing,
Klotho’s CEO and CFO will remain in place. The Greenland Mines leadership team, led by CEO Bo Møller Stensgaard, will join the
management team to operate the Greenland Mining division, and one new Board member will be added. The Company will now operate under
two strategic operating divisions: (1) Natural Resources, focused on the exploration and development of the Skaergaard Project in Southeast
Greenland; and 2) Cell and Gene Therapy, including Klotho’s KLTO-202 primary indication for ALS.
“Today
marks a defining chapter for Klotho Neurosciences and our shareholders. The Skaergaard Project is truly extraordinary — an approximately
$68 billion in-situ resource in palladium, gold, and platinum, sitting in one of the most geopolitically secure jurisdictions on earth,
less than 1,600 kilometers from the U.S. This is the kind of asset that reshapes a company’s trajectory overnight, and our shareholders
now have direct ownership in it,” stated Klotho Neurosciences CEO Dr. Joseph Sinkule. “We are pairing this world-class
mineral asset with our existing biotech platform, creating a uniquely diversified company that gives investors exposure to both cutting-edge
life sciences and strategic natural resources. We believe this to be an important opportunity to significantly contribute to the mission
of securing Western access to critical minerals.”
Full
consideration for the transaction is payable in convertible preferred stock, the conversion of which is subject to shareholder approval.
On an as-converted basis, Greenland Mines Corp. is expected to own approximately 93% of fully diluted shares outstanding. The transaction
is expected to be treated as a reverse merger for accounting purposes. The Company intends to change its name and stock ticker in late
March 2026. No action will be required by existing shareholders — shares held in brokerage accounts will be automatically updated
to reflect the new symbol.
A
PIVOTAL MOMENT FOR SHAREHOLDERS: ACCESS TO A WORLD-CLASS ASSET
The
Skaergaard Intrusion is not merely a mining project — it is a geological phenomenon. Discovered in 1935 and studied by Cambridge,
Caltech, and the Geological Survey of Denmark and Greenland, Skaergaard is one of the most significant layered mafic intrusions ever
documented. In 1986, a giant strata-bound gold and palladium deposit of a previously unknown type — the “Triple Group”
— was confirmed across seven mineralized horizons.
The
2022 NI 43-101 Technical Report (SLR Consulting; ~45,000 meters of diamond drilling) established a Total Indicated and Inferred Resource
of 364.37 million tons at 2.17 g/t PdEq, with the Indicated category alone at 158.95 million tons grading 2.22 g/t PdEq. This constitutes
25.4 million ounces of palladium equivalent (“Moz PdEq”) and 23.5 million ounces of gold equivalent (“Moz AuEq”)
in combined Indicated and Inferred Resource categories at the effective date of the NI 43-101 Technical Report. The deposit is open in
all directions, with mineralization confirmed beneath the Forbindelses Glacier and on the Northern Plateau.
The
Skaergaard Project carries a gross undiscounted in-situ resource value of approximately $68 billion — $30.8 billion in palladium,
$34.8 billion in gold, and $3 billion in platinum (based on gold at $5,100/oz, palladium at $1,800/oz, and platinum at $2,175/oz)1.
Over $100 million in historical investment would be required to replicate the exploration work completed to date. The asset ranks among
the top undeveloped palladium-gold deposits on earth by gold equivalent value, ahead of Wafi-Golpu (Papa New Guinea), Golden Summit (Alaska),
and Snowfield (BC, Canada).
The
Company is fully permitted for exploration with environmental and metallurgical studies underway. Site access is established via a licensed
airstrip at Sødalen, helicopter logistics, and seasonal sea access via Mikis Fjord. Three Mineral Exploration Licences total 877
km² of prospective ground.
The
Company believes the current resource estimate does not represent the true scope of Skaergaard. The deposit remains open in all directions.
Drilling campaigns have continuously returned consistent positive grades and widths, and the 2022 NI 43-101 update delivered a 95% increase
in Indicated resources and a 28% increase in total contained metal over the prior estimate. The ultimate size of this deposit is expected
to materially exceed current estimates.
“This
acquisition marks a transformational moment — not just for our shareholders, but for American and European strategic resource security.
The Skaergaard Intrusion is one of the most significant undeveloped palladium and gold deposits on the planet, located in Greenland,
one of the safest and most accessible jurisdictions in the world,” stated Greenland Mines Corp. CEO Bo Møller Stensgaard. “At
a time when the U.S. and Europe are acutely aware of their dependence on Russia and South Africa for critical platinum group metals essential
for vehicle emission systems, refining operations, clean energy technologies, and defense applications — Greenland Mines Corp.
offers a credible, large-scale, and fully permitted Western alternative.
“Combined
with its world-class gold resource and the potential for substantial additional critical metal by-product streams from minerals such
as gallium and vanadium, the Project represents a robust, highly attractive, and diversified value proposition. In a tightening global
supply environment, strengthening transatlantic access to critical minerals is not optional — it is a strategic imperative. We
are just getting started in demonstrating the full scale and value of this asset, and we are deeply proud of what we will build for our
shareholders, for Greenland, and for the future of Western critical mineral supply,” concluded Mr. Stensgaard.
| 1 | This
figure is not indicative of economic viability, future revenue, or net present value and is provided solely to illustrate the scale of
the contained metal at February 2026 market prices. |
PALLADIUM
AND OTHER METALS’ IMPACT ON AUTO AND OTHER MANUFACTURING AND THE POTENTIAL MARKET FOR NEW SOURCES IN A COMPETITIVE ENVIRONMENT
Palladium
is the backbone of automotive emissions control — 84% of global demand feeds catalytic converters in gasoline and hybrid vehicles.
The U.S. auto sector, producing approximately 10 million vehicles annually and supporting over 9 million jobs, depends almost entirely
on this single metal for Clean Air Act compliance. It is also critical for defense, aerospace, and electronics.
The
vulnerability is severe and structural: 75–80% of global palladium originates from Russia and South Africa. Russia (via Nornickel)
alone accounts for 40–45% of primary production. This concentration exposes American automakers, manufacturers, electronics companies,
and healthcare device makers to extraordinary supply chain risk from sanctions, export restrictions, and political instability.
Platinum
faces parallel risk — approximately 70% of global supply comes from South Africa, with Russia adding 10–15%. It is essential
for catalytic converters, petroleum refining, medical instrumentation, and increasingly for hydrogen fuel cells and electrolysers central
to the U.S. clean energy transition. Platinum Group Metals are classified as critical and/or strategic by the U.S., EU, Canada, UK, and
NATO.
Skaergaard’s
Total Indicated and Inferred Resource of 17.15 million ounces (“Moz”) palladium and 6.83 Moz gold — before planned expansion
— equals 13–15 years of total U.S. palladium consumption. Gold provides universal liquidity, monetary hedging, and bankable
collateral that materially strengthens the Skaergaard Project’s overall economics. Additional critical metals including gallium, germanium,
and vanadium further diversify the project’s strategic value proposition
Gallium
is classified as a critical mineral by both the U.S. and the EU. It is essential for compound semiconductors such as gallium arsenide
(GaAs) and gallium nitride (GaN), which underpin high-frequency electronics, 5G infrastructure, radar systems, electric vehicles, and
advanced defense applications. Global primary production is heavily concentrated in China, creating acute strategic vulnerability for
Western economies.
Vanadium
is similarly designated as critical due to its role in high-strength steel alloys for construction, infrastructure, pipelines, and defense,
and its growing importance in vanadium redox flow batteries for grid-scale energy storage. Global production is dominated by China, Russia,
and South Africa. Securing diversified Western supply of both gallium and vanadium is essential for semiconductor sovereignty, infrastructure
resilience, defense capability, and the clean energy transition.
These
additional commodity streams from Skaergaard add material value to the Project, create opportunities for integration with broader industrial
supply chains, and enhance the asset’s robustness against single-commodity price fluctuations.
ABOUT
KLOTHO NEUROSCIENCES, INC.
Klotho
Neurosciences, Inc. 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 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@klothoneuro.com
