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Klotho Neurosciences, Inc. 8-K Filings

KLTO NASDAQ

Every 8-K that Klotho Neurosciences, Inc. (KLTO) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow KLTO and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full KLTO filings page.

Rhea-AI Summary

Greenland Mines Ltd entered into an Agreement and Plan of Merger to acquire Neo North Star Resources, Inc. for total consideration of $35,000,000. The deal will be paid as $20,000,000 in cash and $15,000,000 in newly issued Greenland Mines common shares.

The new shares will be valued based on the volume-weighted average trading price over the 20 trading days before signing. Neo North Star will merge into Greenland Rare Earths Corp., a wholly owned subsidiary of Greenland Mines, which will remain as the surviving entity.

Closing is subject to customary conditions and requires approval from the government of Greenland under section 69 of the Greenland Mineral Activities Act for the indirect transfer of Neo North Star’s mineral rights.

Rhea-AI Summary

Greenland Mines Ltd filed a report describing an investor presentation and press release on its Skaergaard critical minerals project in Southeast Greenland. The materials highlight a large gold, palladium and platinum Mineral Resource and outline upcoming field and metallurgical programs.

The Skaergaard Project hosts 159 Mt of Indicated and 205 Mt of Inferred Mineral Resources with a gross in‑situ contained metal value of about $68 billion at February 2026 metal prices, based on NI 43‑101 estimates. These total 11.4 Moz PdEq Indicated and 14.1 Moz PdEq Inferred.

The company plans a 2026 campaign including resource expansion drilling, geotechnical work, environmental baseline studies and a 30–50 tonne bulk sample to support processing flowsheet development with GTK Mintec in Finland. It is also evaluating vanadium, gallium, iron and titanium by‑product potential and an Iceland‑based processing concept within a proposed North Atlantic Critical Minerals Corridor.

Rhea-AI Summary

Greenland Mines Ltd reported that its Board of Directors appointed Jason D. Sawyer as a director, effective immediately, to fill a vacancy. He will serve until the next annual meeting of stockholders and until a successor is elected and qualified.

Mr. Sawyer, age 54, is a 33-year veteran of the alternative investment industry and General Manager of Access Alternative Group S.A. Over his career, he and firms where he was a principal have raised more than $5 billion in alternative assets and deployed more than US$300 million in early and growth-stage investments.

He has no family relationships with the company’s directors or executive officers, is not involved in related-party transactions requiring disclosure, and has not entered into any agreement with the company regarding his appointment. He currently holds executive and board roles at several other public companies.

Rhea-AI Summary

Greenland Mines Ltd has received an additional 180-day period, through September 14, 2026, to regain compliance with Nasdaq’s minimum $1.00 per share bid price requirement. The company must achieve a closing bid of at least $1.00 for 10 consecutive business days within this window or its common stock will be subject to delisting from Nasdaq.

The extension reflects that Greenland Mines currently meets all other Nasdaq listing standards, including market value of publicly held shares. The company highlights two divisions: Natural Resources, anchored by the Skaergaard Project in Southeast Greenland with a 2022 NI 43-101 Indicated and Inferred Mineral Resource of 25.4 Moz PdEq and 23.5 Moz AuEq, and Cell and Gene Therapy, including the KLTO-202 program for ALS.

Rhea-AI Summary

Greenland Mines Ltd, formerly Klotho Neurosciences, Inc., has changed its corporate name and will trade on Nasdaq under the new ticker GRML, replacing KLTO. The name change became effective on March 11, 2026, with trading under GRML starting March 12, 2026.

The company now highlights two operating divisions: a Natural Resources unit focused on the Skaergaard Project in Southeast Greenland and a Cell and Gene Therapy unit that includes the KLTO-202 program for ALS. Through a recent acquisition of Greenland Mines Corp., it holds an 80% interest and an option to acquire the remaining 20% of Skaergaard, which has a 2022 NI 43-101 Indicated and Inferred Mineral Resource of 25.4 Moz PdEq and 23.5 Moz AuEq with an illustrative gross in-situ metal value of about $68 billion based on February 2026 metal prices. The company stresses that these are Mineral Resources rather than reserves and that no economic study has yet demonstrated project viability.

Rhea-AI Summary

Greenland Mines Ltd, formerly Klotho Neurosciences, is hosting a publicly accessible investor webcast on March 12, 2026, to present its new strategy and assets. The company recently completed the acquisition of Greenland Mines on March 4, 2026, paying consideration in convertible preferred equity subject to shareholder approval.

Following the deal, the business now operates two divisions: Natural Resources and Cell and Gene Therapy. Greenland Mines owns 80% of the Skaergaard Project in southeast Greenland, with an option on the remaining 20%. A 2022 NI 43-101 report shows 25.4 Moz PdEq and 23.5 Moz AuEq, with an estimated in-situ resource value of about $68 billion at February 2026 metal prices. A new drilling and development program aims to double the resource to roughly 50 million contained ounces of gold, palladium, and platinum.

Rhea-AI Summary

Klotho Neurosciences, Inc. completed a stock-for-stock acquisition of Greenland Mines Corp., which now operates as a wholly owned subsidiary holding an 80% interest in Major Precious Greenland A/S and the Skaergaard mineral project in Greenland. Former Greenland Mines stockholders received 47,000 shares of newly created Series C Preferred Stock and may designate one director to Klotho’s board. The Series C Preferred totals 50,000 authorized shares, carries dividends on an as-converted basis, gains voting rights only after stockholder approval, and then becomes convertible, with each preferred share exchangeable into 42,554 common shares. Mineral resource figures for Skaergaard are based on a 2022 NI 43-101 Technical Report prepared by SLR Consulting and have not been independently verified by the company.

Rhea-AI Summary

Klotho Neurosciences, Inc. is acquiring privately held Greenland Mines Corp., which controls an 80% interest in, and an option for the remaining 20% of, the Skaergaard palladium‑gold‑platinum project in Southeast Greenland. The deal consideration is payable in convertible preferred stock, and on an as‑converted basis Greenland Mines is expected to own about 93% of fully diluted shares, with the transaction treated as a reverse merger for accounting purposes. Klotho will operate two divisions, Natural Resources and Cell and Gene Therapy, and plans to change its name and ticker to reflect the Greenland Mines focus. Skaergaard hosts an NI 43‑101 Indicated and Inferred Mineral Resource of 25.4 million ounces palladium equivalent and 23.5 million ounces gold equivalent with an illustrative gross in‑situ metal value of roughly $68 billion based on February 2026 metal prices, though no economic study has yet demonstrated project viability.

Rhea-AI 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.

Rhea-AI 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.

Rhea-AI Summary

Klotho Neurosciences, Inc. stockholders held a special meeting and approved two key proposals affecting the company’s capital structure and equity compensation. First, they approved an amendment to the company’s charter to authorize a reverse stock split of the outstanding common stock at a ratio between one-for-2 and one-for-50, with the exact ratio to be set by the Board of Directors. Second, they approved an amendment to the 2024 Equity Incentive Plan to increase the number of shares of common stock available and reserved for issuance under the plan to 10,000,000 shares, subject to specified conditions.

On the January 15, 2025 record date, 73,536,722 common shares were issued and outstanding, and holders of 30,457,004 shares were present or represented by proxy, constituting a quorum. The reverse stock split proposal received 27,637,476 votes for, 2,642,876 against, and 176,650 abstentions. The equity incentive plan amendment received 11,082,522 votes for, 3,609,008 against, and 45,960 abstentions, with 15,719,514 broker non-votes.

Rhea-AI Summary

Klotho Neurosciences, Inc. entered into an Amendment to its June 13, 2024 Subscription Agreement with several Meteora investment entities. The Amendment extends the term of the Subscription Agreement until September 19, 2025 and sets the maximum number of shares that can be issued under the agreement at 6,755,000. The company notes that this brief description is qualified in its entirety by the full Amendment, which is filed as an exhibit.

Rhea-AI 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.