Klotho Neurosciences (KLTO) revises Meteora equity deal, caps at 6.76M shares

Rhea-AI Filing Summary

Klotho Neurosciences, Inc. entered into an Amendment to its June 13, 2024 Subscription Agreement with several Meteora investment entities. The Amendment extends the term of the Subscription Agreement until September 19, 2025 and sets the maximum number of shares that can be issued under the agreement at 6,755,000. The company notes that this brief description is qualified in its entirety by the full Amendment, which is filed as an exhibit.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): September 19, 2025

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.)

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

(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 1.01. Entry Into or Amendment of a Material Definitive Agreement.

On September 19, 2025, Klotho Neurosciences, Inc. (the “Company”) entered into an Amendment (the “Amendment”) to the Subscription Agreement dated June 13, 2024 by and between the Company, on the one hand and Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP and Meteora Strategic Capital, LLC, collectively on the other hand (the “Agreement”). Pursuant to the terms of the Amendment, the term of the Agreement was extended until September 19, 2025 and the maximum number of shares applicable to the Agreement was fixed at 6,755,000.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed herewith as Exhibit 4.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibits		Description
4.1		Amendment
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: September 25, 2025	KLOTHO NEUROSCIENCES, INC.
	By:	/s/ Joseph Sinkule
	Name:	Joseph Sinkule
	Title:	Chief Executive Officer

2

FAQ

What did Klotho Neurosciences (KLTO) change in its Subscription Agreement with Meteora?

Klotho Neurosciences, Inc. entered into an Amendment to its June 13, 2024 Subscription Agreement with Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP and Meteora Strategic Capital, LLC. The Amendment extends the agreement’s term and sets a maximum share amount.

How long is the amended Subscription Agreement for Klotho Neurosciences (KLTO) now in effect?

Under the Amendment dated September 19, 2025, the term of Klotho Neurosciences’ Subscription Agreement is extended until September 19, 2025.

What is the maximum number of shares under Klotho Neurosciences’ (KLTO) amended Subscription Agreement?

The Amendment fixes the maximum number of shares applicable to the Subscription Agreement at 6,755,000 shares.

Who are the counterparties to Klotho Neurosciences’ (KLTO) amended Subscription Agreement?

The counterparties are Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP and Meteora Strategic Capital, LLC.

Where can investors find the full details of the Klotho Neurosciences (KLTO) Amendment?

Klotho Neurosciences filed the complete Amendment as Exhibit 4.1, stating that the brief description is qualified in its entirety by reference to this exhibit.

What type of SEC filing did Klotho Neurosciences (KLTO) use to report the Amendment?

Klotho Neurosciences reported the Amendment to the Subscription Agreement in a Form 8-K under the item for entry into or amendment of a material definitive agreement.