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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):
March 11, 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 |
|
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 5.03 – Amendments to Articles of Incorporation
On March 11, 2026, the registrant, then known as Klotho Neurosciences, Inc. (the “Company”) filed a Certificate of Ownership
and Merger with the Secretary of State of the State of Delaware to merge the Company’s newly formed GML Subsidiary Corp. into the
Company, with the Company being the surviving entity and effectuating, pursuant to Section 253(b) of the Delaware General Corporation
Law, a change in the Company’s name from Klotho Neurosciences, Inc. to Greenland Mines Ltd. The name change became effective at
5:00 PM on March 11, 2026.
A copy of the Certificate of Ownership and Merger is filed as Exhibit
3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 – Regulation FD
Disclosure.
On March 12, 2026, the Company issued a press
release regarding its name and trading system change. 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
In connection with the Company’s name change, the stock symbol for the Company’s common stock was changed and the Company’s
common stock began trading under the symbol “GRML” on the Nasdaq Capital Market at the start of trading on March 12, 2026.
The CUSIP number for the Company’s common stock remains unchanged.
Item
9.01 – Financial Statements and Exhibits.
| Exhibits |
|
Description |
| 3.1 |
|
Certificate of Ownership and Merger |
| 99.1 |
|
March 12, 2026 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 16, 2026 |
Greenland Mines Ltd |
| |
|
|
| |
By: |
/s/ Joseph Sinkule |
| |
Name: |
Joseph Sinkule |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Klotho Neurosciences Completes Rebranding to Greenland Mines Ltd
and Change of Nasdaq Ticker Symbol to GRML
CHARLOTTE, N.C., March 12, 2026 /PRNewswire/ -- Klotho Neurosciences,
Inc. (Nasdaq: KLTO) (“Klotho” or the “Company”) today announces that it changed its corporate name to Greenland Mines
Ltd and its stock ticker to “GRML” effective at market open today, Thursday, March 12, 2026. No action will be required by existing
shareholders — shares held in brokerage accounts will be automatically updated to reflect the new symbol.
The Company will hold an investor webcast on Thursday, March 12, 2026
at 4:15PM ET to discuss the strategic rationale of its recent acquisition and benefits for shareholders.
Investor Update Participation Details:
Date: Thursday March 12, 2026
Time: 4:15 PM ET
Participant Dial-In: USA/Canada (toll-free) 1-877-270-2148; International
1-412-902-6510. Participants should request to join the Klotho Neurosciences call.
Webcast URL: https://event.choruscall.com/mediaframe/webcast.html?webcastid=q7dUp2aG
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:
contact@greenlandmines.com
Website: www.greenlandmines.com
