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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 4, 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 Material Agreement
On March 4, 2026, Klotho Neurosciences, Inc. (the
“Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Greenland Mines Corp., a
Delaware corporation (“Greenland Mines”). Pursuant to the terms of the Merger Agreement, at the closing, Greenland Mines will
merge into GM Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), with Greenland
Mines being the surviving entity. Pursuant to the Merger Agreement, as consideration for the Merger, the stockholders of Greenland Mines
will receive a total of 47,000 newly issued shares of the Company’s Series C Preferred Stock. In addition, the stockholders of Greenland
Mines have the right to designate one individual to join the Company’s Board of Directors. The Merger Agreement also contains customary
representations and warranties of the parties.
The foregoing description of the Merger Agreement
does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed herewith
as Exhibit 10.1 and incorporated herein by reference.
Item 2.01 – Completion of Acquisition or Disposition of Assets
On March 4, 2026 (the “Closing Date”),
at the closing of the Merger Agreement, Merger Sub merged into Greenland Mines, with Greenland Mines being the surviving entity (the “Subsidiary
Merger”). As a result of the Subsidiary Merger, Greenland Mines became a wholly-owned subsidiary of the Company (the “Merger
Transaction”). The Merger Transaction did not result in a change of control of the Company or a change in the executive officers
or directors of the Company.
Greenland Mines, pursuant to the terms of a Subscription,
Joint Venture and Option Agreement (the “Mining Agreement”), owns an 80% interest in Major Precious Greenland A/S, a Denmark
corporation (the “Major Precious”). Major Precious is the sole owner of certain mineral properties in Greenland known as the
Skaergaard Project. The Mining Agreement provides Greenland Mines with an option to acquire the remaining 20% interest in Major Precious.
A 2022 Canadian NI 43-101 Technical Report on
the Skaergaard Project issued by SLR Consulting Limited 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 Canadian NI 43-101 Technical Report. Pursuant to the terms of the Mining Agreement,
the Government of Greenland is entitled to a 2.5% royalty payable when the Skaergaard Project reaches the production stage.
These mineral resource estimates stated above
were prepared by SLR Consulting Limited in accordance with NI 43-101 and not in accordance with the requirements of Regulation S-K Subpart
1300. The Company has not yet independently verified the mineral resource estimates contained therein. The foregoing description of the
Mining Agreement does not purport to be complete and is qualified in its entirety by reference to the Mining Agreement, a copy of which
is filed herewith as Exhibit 10.2 and incorporated herein by reference.
Item 3.02 – Unregistered Sales of Equity Securities
On March 4, 2026, the Company issued to the former stockholders of
Greenland Mines, a total of 47,000 shares of the Company’s Series C Preferred Stock as consideration for the Merger Transaction.
The issuance of the securities described above
was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”), and/or Rule 506 of Regulation D promulgated thereunder and/or Regulation S. The recipients represented that they are “accredited
investors” as defined in Rule 501(a) of Regulation D and that the securities were acquired for investment and not with a view to
distribution. The securities were offered without general solicitation or advertising and represented the consideration paid under the
Merger Agreement.
A description of the Series C Preferred Stock is set forth in Item
5.03 below and incorporated into this Item 3.02 by reference.
Item 5.03 – Amendments to Articles of Incorporation
On March 4, 2026, the Board of Directors of the
Company, pursuant to a Certificate of Designation, designated a new series of the Company’s preferred stock to be known as Series
C Preferred Stock (the “Certificate of Designation”). The Certificate of Designation authorized a total of 50,000 shares
of Series C Preferred Stock.
A summary of rights and privileges of the Series
C Preferred Stock is as follows:
Dividends - The holders of shares of Series
C Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, dividends on an as-converted
basis, pari passu with all holders of Common Stock but prior to any dividends paid to any class of stock junior to the
Series C Preferred.
Voting - After approval by the Company’s
stockholders at a special or annual meeting of the Company’s stockholders, the holders of Series C Preferred Stock shall vote together
with the holders of Common Stock and any other class or series of capital stock entitled to vote thereon as a single class on all matters
submitted to a vote of stockholders of the Corporation. Each share of Series C Preferred Stock shall entitle the holder thereof to a number
of votes equal to the number of shares of Common Stock into which such shares of Series C Preferred Stock is then convertible. The shares
of Series C Preferred Stock shall not be entitled to vote prior to the stockholder approval.
Conversion – At any time after approval
by the Company’s stockholders, each share of Series C Preferred Stock shall be convertible into 42,554 shares of the Company’s
common stock. Holders of shares of Series C Preferred Stock shall have no conversion rights prior to the approval of the Company’s
stockholders.
The foregoing description of the Series C Preferred
Stock does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation of the Series C
Preferred Stock, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 – Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
To the extent required by Rule 3-05 of Regulation
S-X, the financial statements of Greenland Mines, Inc. will be filed by amendment to this Current Report on Form 8-K not later than 71
days after the date on which this report is required to be filed.
(b) Pro Forma Financial Information
To the extent required by Article 11 of Regulation S-X, pro forma financial
information will be filed by amendment within the same timeframe.
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.
| Exhibits |
|
Description |
| 3.1 |
|
Certificate of Designation of Series C Preferred Stock |
| 10.1 |
|
Agreement and Plan of Merger |
| 10.2 |
|
Subscription, Joint Venture and Option Agreement |
| 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 10, 2026 |
KLOTHO NEUROSCIENCES, INC. |
| |
|
|
| |
By: |
/s/ Joseph Sinkule |
| |
Name: |
Joseph Sinkule |
| |
Title: |
Chief Executive Officer |
