Klotho Neurosciences (KLTO) sets 34.6M-share stock and warrant sale

Rhea-AI Filing Summary

Klotho Neurosciences, Inc. entered into a Securities Purchase Agreement with 10 investors to sell 34,551,939 shares of common stock at $0.2243 per share, equal to the Nasdaq official closing price for the prior five trading days. Investors will also receive five-year warrants to purchase up to 34,551,939 additional shares at an exercise price of $0.2243 per share, which cannot be exercised before stockholder approval. The closing of this financing is expected to occur on or before March 15, 2026.

Insights

Equity Capital Markets Analyst

Klotho Neurosciences arranges a large common stock and warrant financing at recent market prices.

Klotho Neurosciences agreed to sell 34,551,939 common shares at $0.2243 per share to 10 investors, matching the Nasdaq official closing price for the prior five trading days. Each share is paired with a five-year warrant for an equal number of shares at the same exercise price.

The warrants cannot be exercised until stockholders approve them, adding a governance step before potential future share issuance. The exercise price can adjust for stock dividends, splits, or combinations, which is standard anti-dilution protection for investors.

The transaction’s closing is expected on or before March 15, 2026. Actual impact on capital structure and future cash inflows from warrant exercises will depend on stockholder approval and investor exercise decisions disclosed in later updates.

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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 19, 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.)

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 February 19, 2026, Klotho Neurosciences, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”) with 10 investors pursuant to which the Company agreed to issue and sell to the investors, at a closing, a total of 34,551,939 shares of the Company’s common stock at the Nasdaq official closing price for the prior five trading days of $0.2243 per share. In addition, the investors received a five-year warrant (the “Warrant”) to purchase an equal number of shares of the Company common stock at an exercise price of $0.2243 per share (the “Exercise Price”); provided that, the Warrants cannot be exercised prior to stockholder approval. The Exercise Price is subject to adjustment in connection with certain transactions, including stock dividends, stock splits or combinations and the like.

The closing of the Agreement is expected to occur on or before March 15, 2026.

The foregoing description of the Agreement and the Warrant does not purport to be complete and is qualified in its entirety by reference to the Agreement and the Warrant, a copy of each being filed herewith as Exhibit 10.1 and Exhibit 4.1, respectively, both of which are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibits		Description
4.1		Form of Warrant
10.1		Securities Purchase Agreement
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 23, 2026	KLOTHO NEUROSCIENCES, INC.
	By:	/s/ Joseph Sinkule
	Name:	Joseph Sinkule
	Title:	Chief Executive Officer

2

FAQ

What financing did Klotho Neurosciences (KLTO) announce on February 19, 2026?

Klotho Neurosciences agreed to sell 34,551,939 common shares at $0.2243 per share to 10 investors. Each share includes a five-year warrant for an additional share at the same price, with closing expected on or before March 15, 2026.

At what price is Klotho Neurosciences (KLTO) selling new shares in this deal?

The company is selling 34,551,939 common shares at $0.2243 per share. This price equals the Nasdaq official closing price for the prior five trading days, aligning the financing terms with recent market trading levels.

What warrants are included in Klotho Neurosciences’ February 2026 financing?

Investors receive five-year warrants to buy up to 34,551,939 additional common shares at an exercise price of $0.2243. The warrants include adjustment features for stock splits or similar events and cannot be exercised until stockholders approve them.

When can the new Klotho Neurosciences (KLTO) warrants be exercised?

The warrants cannot be exercised until stockholders approve them. They have a five-year term and an exercise price of $0.2243 per share, with the timing of exercisability dependent on the outcome of the required stockholder approval.

When is Klotho Neurosciences’ new stock and warrant financing expected to close?

The closing of the Securities Purchase Agreement is expected on or before March 15, 2026. Completion of the closing will finalize the sale of 34,551,939 shares and the issuance of matching five-year warrants to the participating investors.

How many investors are participating in Klotho Neurosciences’ February 2026 financing?

Ten investors are participating in the transaction. Together they will purchase 34,551,939 common shares at $0.2243 per share and receive five-year warrants for an equal number of additional shares, subject to stockholder approval for exercise.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 SECURITIES PURCHASE AGREEMENT 92.5 KB

Other Documents

• EX-4.1 FORM OF WARRANT 84.8 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
• EX-101 XBRL SCHEMA FILE 3.4 KB