Nasdaq warns Klotho (NASDAQ: KLTO) on $1 minimum bid price

Rhea-AI Filing Summary

Klotho Neurosciences, Inc. reported that it received a delinquency notice from Nasdaq because its common stock failed to maintain the required minimum bid price of $1 per share for 30 consecutive business days under Nasdaq Listing Rule 5550(a)(2).

Under Nasdaq Listing Rule 5810(c)(3)(A), the company has 180 calendar days, until March 18, 2026, to regain compliance by having its closing bid price at or above $1 per share for at least ten consecutive business days before that date. If it does not regain compliance within this period, its common stock will be subject to delisting from Nasdaq.

Positive

• None.

Negative

• Nasdaq bid-price deficiency: KLTO received a Nasdaq notice for failing to maintain a $1 minimum bid for 30 consecutive business days, and faces potential delisting if it does not regain compliance by March 18, 2026.

Insights

Equity Analyst

Nasdaq has issued a bid-price deficiency notice that could lead to delisting if not cured by March 18, 2026.

Klotho Neurosciences has fallen below Nasdaq’s minimum bid price requirement of $1 per share for 30 consecutive business days, triggering a formal deficiency notice under Listing Rule 5550(a)(2). This places the stock on a defined compliance timeline rather than causing any immediate removal from the exchange.

Nasdaq has given the company 180 calendar days, until March 18, 2026, to regain compliance by achieving a closing bid price of at least $1 for a minimum of ten consecutive business days. If the company does not meet this standard by that date, the common stock will be subject to delisting from Nasdaq, which could affect liquidity and market visibility.

The next key milestone is the end of the 180-day compliance period on March 18, 2026, when Nasdaq will determine whether the closing bid price has met the minimum $1 threshold for at least ten consecutive business days.

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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

13576 Walnut Street, Suite A
Omaha, NE 68144

(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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 19, 2025, Klotho Neurosciences, Inc. (the “Company”) received a delinquency notification letter (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) due to the failure of the Company’s common stock to maintain a minimum bid price of $1 per share for 30 consecutive business days as required by Nasdaq Listing Rule 5550(a)(2).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided 180 calendar days, or until March 18, 2026, to regain compliance. To regain compliance, prior to March 18, 2026, the closing bid price of the Company’s common stock must be at least $1 for a minimum of ten consecutive business days.

If the Company fails to timely regain compliance with Nasdaq Listing Rules, the Company’s common stock will be subject to delisting from Nasdaq.

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 24, 2025	KLOTHO NEUROSCIENCES, INC.
	By:	/s/ Joseph Sinkule
	Name:	Joseph Sinkule
	Title:	Chief Executive Officer

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FAQ

Why did Klotho Neurosciences (KLTO) receive a Nasdaq deficiency notice?

Klotho Neurosciences received a Nasdaq delinquency notice because its common stock’s bid price stayed below $1 per share for 30 consecutive business days, violating Nasdaq Listing Rule 5550(a)(2).

How long does Klotho Neurosciences (KLTO) have to regain Nasdaq compliance?

The company has 180 calendar days, until March 18, 2026, to regain compliance under Nasdaq Listing Rule 5810(c)(3)(A).

What must KLTO’s stock do to regain compliance with Nasdaq’s bid-price rule?

To regain compliance, the closing bid price of KLTO’s common stock must be at least $1 per share for a minimum of ten consecutive business days before March 18, 2026.

What happens if Klotho Neurosciences does not regain compliance by March 18, 2026?

If the company does not regain compliance by March 18, 2026, its common stock will be subject to delisting from Nasdaq under the applicable listing rules.

Does the Nasdaq notice immediately remove Klotho Neurosciences (KLTO) from the exchange?

No. The notice does not result in immediate delisting; it starts a 180-day period during which Klotho Neurosciences can restore its bid price to at least $1 for ten consecutive business days.