Klotho Neurosciences (KLTO) clears reverse split and 10M-share equity plan

Rhea-AI Filing Summary

Klotho Neurosciences, Inc. stockholders held a special meeting and approved two key proposals affecting the company’s capital structure and equity compensation. First, they approved an amendment to the company’s charter to authorize a reverse stock split of the outstanding common stock at a ratio between one-for-2 and one-for-50, with the exact ratio to be set by the Board of Directors. Second, they approved an amendment to the 2024 Equity Incentive Plan to increase the number of shares of common stock available and reserved for issuance under the plan to 10,000,000 shares, subject to specified conditions.

On the January 15, 2025 record date, 73,536,722 common shares were issued and outstanding, and holders of 30,457,004 shares were present or represented by proxy, constituting a quorum. The reverse stock split proposal received 27,637,476 votes for, 2,642,876 against, and 176,650 abstentions. The equity incentive plan amendment received 11,082,522 votes for, 3,609,008 against, and 45,960 abstentions, with 15,719,514 broker non-votes.

Insights

Equity structure and governance analyst

Stockholders approved a flexible reverse split and a larger equity plan.

Klotho Neurosciences, Inc. stockholders authorized a reverse stock split in a wide range of possible ratios, from one-for-2 up to one-for-50. The final ratio will be selected later by the Board of Directors under this approval.

They also approved expanding the 2024 Equity Incentive Plan to reserve 10,000,000 shares of common stock for awards, subject to stated conditions. This provides additional capacity for equity-based compensation and other awards under the plan, within the governance framework approved at the meeting.

The reverse split and plan expansion both received sufficient votes from a quorum of 30,457,004 shares present or represented at the special meeting as of the January 15, 2025 record date. Future disclosures may describe when the Board chooses a specific split ratio and how the additional plan shares are used.

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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): February 17, 2026

Klotho Neurosciences, Inc.

(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.)

13576 Walnut Street, Suite A
Omaha, NE 68144

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (833) 931-6330

(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		KLTO		The Nasdaq Stock Market LLC
Warrants		KLTOW		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 5.07. Submission of Matters to a Vote of Security Holders

At a special meeting of stockholders of Klotho Neurosciences, Inc. (the “Company”) held on February 17, 2026, the Company’s stockholders approved a proposal to approve the proposed amendment of the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding common stock at an exchange ratio between one-for-2 to one-for-50, as determined by the Company’s Board of Directors (the “Reverse Stock Split”) and approved an amendment to the Company’s 2024 Equity Incentive Plan to increase the number of shares of the Company’s Common Stock available and reserved for issuance thereunder to 10,000,000 subject to certain conditions

On January 15, 2025, the record date for stockholders entitled to notice of, and to vote at, the special meeting, 73,536,722 common shares of the Company were issued and outstanding. The holders of 30,457,004 common shares of the Company were present at the special meeting, either in person or represented by proxy, constituting a quorum. Set forth below are the final voting results for each of the proposals.

Proposal 1. Approval of the Reverse Stock Split.

For		Against		Abstain		Broker Non-Votes
27,637,476		2,642,876		176,650		2

Proposal 2. Approval of Amendment to the Company’s 2024 Equity Incentive Plan

For		Against		Abstain		Broker Non-Votes
11,082,522		3,609,008		45,960		15,719,514

Since there were sufficient votes represented at the special meeting to approve the Reverse Stock Split and the Amendment to the Company’s 2024 Equity Incentive Plan, the proposal to adjourn the special meeting to solicit additional proxies was moot and therefore not presented or voted on.

Item 9.01 Financial Statements and Exhibits.

Exhibits		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

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: February 17, 2026	KLOTHO NEUROSCIENCES, INC.
	By:	/s/ Joseph Sinkule
	Name:	Joseph Sinkule
	Title:	Chief Executive Officer

2

FAQ

What did Klotho Neurosciences (KLTO) stockholders approve at the special meeting?

Stockholders approved a reverse stock split authorization and an amendment to the 2024 Equity Incentive Plan. The reverse split allows a one-for-2 to one-for-50 ratio, and the plan amendment increases reserved shares to 10,000,000, both under Board and plan conditions.

What reverse stock split range did Klotho Neurosciences (KLTO) authorize?

Stockholders approved a reverse stock split of outstanding common stock at a ratio between one-for-2 and one-for-50. The company’s Board of Directors will later determine the exact exchange ratio within this approved range under the charter amendment.

How many shares can Klotho Neurosciences now issue under its 2024 Equity Incentive Plan?

The amendment to the 2024 Equity Incentive Plan increases the number of common shares available and reserved for issuance to 10,000,000. These shares support equity awards granted under the plan, subject to the plan’s terms and any applicable conditions.

What were the voting results for Klotho Neurosciences’ reverse stock split proposal?

The reverse stock split proposal received 27,637,476 votes for, 2,642,876 votes against, and 176,650 abstentions, with 2 broker non-votes. These results were sufficient for approval given the quorum present at the special meeting of stockholders.

How did Klotho Neurosciences (KLTO) stockholders vote on the equity incentive plan amendment?

The equity incentive plan amendment received 11,082,522 votes for, 3,609,008 against, and 45,960 abstentions, plus 15,719,514 broker non-votes. Despite broker non-votes, the support was sufficient to approve the increase to 10,000,000 reserved shares.

What was the quorum for Klotho Neurosciences’ February 17, 2026 special meeting?

On the January 15, 2025 record date, 73,536,722 common shares were issued and outstanding. At the special meeting, holders of 30,457,004 shares were present in person or represented by proxy, which the company states constituted a quorum for conducting business.

Why was the proposal to adjourn Klotho Neurosciences’ special meeting not voted on?

The adjournment proposal became moot because there were already sufficient votes to approve the reverse stock split and equity incentive plan amendment. As a result, the adjournment item was not presented to stockholders and no vote was taken on it.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.4 KB
• EX-101 XBRL DEFINITION FILE 25.9 KB
• EX-101 XBRL LABEL FILE 35.6 KB
• EX-101 XBRL PRESENTATION FILE 24.5 KB