Klotho Neurosciences (NASDAQ: KLTO) closes $7,750,000 private placement

Rhea-AI Filing Summary

Klotho Neurosciences, Inc. completed a private financing on March 2, 2026 under a Securities Purchase Agreement dated February 19, 2026. The company issued 34,551,939 shares of common stock and Warrants to purchase up to an additional 34,551,939 shares, raising aggregate gross proceeds of approximately $7,750,000.

The transaction was conducted as a private placement to accredited investors under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, without general solicitation or advertising. The Warrants and their terms are described in an earlier filing, with a form of Warrant filed as an exhibit.

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Capital markets analyst

Klotho Neurosciences raises $7,750,000 via a large-share private placement with attached warrants.

Klotho Neurosciences, Inc. completed a private placement that brought in aggregate gross proceeds of approximately $7,750,000. In exchange, it issued 34,551,939 common shares plus Warrants for up to 34,551,939 additional shares under a February 19, 2026 Securities Purchase Agreement with accredited investors.

The financing relies on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, which permit private offerings without general solicitation when purchasers are accredited. Cash proceeds go to the company, while any future cash from Warrant exercises will depend on investor decisions and Warrant terms described in the earlier filing.

Because this capital raise is structured as a private placement rather than a public offering, effects on the trading float and timing of any Warrant exercises will be shaped by how these investors choose to hold or sell their positions as disclosures continue in future company filings.

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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 27, 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 3.02. Unregistered Sales of Equity Securities

On March 2, 2026, Klotho Neurosciences, Inc. (the “Company”) closed and completed the private placement (the “Financing”) contemplated by that certain Securities Purchase Agreement, dated February 19, 2026, by and among the Company and the purchasers named therein (the “Purchasers”). A copy of the Securities Purchase Agreement is included as Exhibit 10.1 to the Company’s Form 8-K filed on February 24, 2026.

At the closing of the Offering, the Company issued to the Purchasers an aggregate of 34,551,939 shares of the Company’s common stock and warrants to purchase up to an aggregate of 34,551,939 shares of Common Stock (the “Warrants”).The sale of the securities resulted in aggregate gross proceeds to the Company of approximately $7,750,000.

A description of the Warrant is included in the Company’s Form 8-K filed on February 24, 2026 and a copy of the Form of Warrant is attached as Exhibit 4.1 thereto.

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. The Purchasers 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.

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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 2, 2026	KLOTHO NEUROSCIENCES, INC.
	By:	/s/ Joseph Sinkule
	Name:	Joseph Sinkule
	Title:	Chief Executive Officer

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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